Cambium Learning Group, Inc. (NASDAQ:ABCD) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of Material Definitive Agreement.
Effective as of December18, 2018 and contingent upon the consummation of the Merger, the Company terminated the Company’s 2009 Equity Incentive Plan.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form8-K (the “Introduction”) is incorporated into this Item 2.01 by reference. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.
At the Effective Time of the Merger, each share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Sub or any Subsidiary of the Company or Parent (other than Merger Sub) and dissenting shares) was cancelled and extinguished and converted into the right to receive cash in an amount equal to $14.50, without interest thereon or dividends (the “Per Share Price”).
The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report onForm8-Kfiled on October 15, 2018.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 hereof is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the NASDAQ Capital Market (“Nasdaq”) on December18, 2018 that each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted to the Merger Agreement as set forth under Item 2.01 hereof, and requested that Nasdaq file aForm25with the Securities and Exchange Commission to remove the Common Stock from listing on Nasdaq and to deregister the Common Stock to Section12(b)of the Securities Exchange Act of 1934, as amended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 hereof is incorporated herein by reference.
to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted to the Merger Agreement, as set forth Item 2.01 hereof, into the right to receive the Per Share Price.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01 hereof is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of funds necessary to complete the Merger and the related transactions was approximately $900 million. The purchase price was funded by equity financing from affiliates of Veritas and other co-investors of approximately $450 million and debt financing from Royal Bank of Canada, RBC Capital Markets, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Barclays Bank PLC, Bank of Montreal, certain of their respective affiliates and certain other lenders of approximately $450 million.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 hereof is incorporated herein by reference.
Effective upon completion of the Merger, the following persons became directors of the Company: Ramzi M. Musallam, Brian J. Gorczynski and Daniel H. Sugar. John Campbell, who was a director of the Company immediately prior to the Merger, will continue to be a director of the Company. As a result of the Merger David Bainbridge, Walter G. Bumphus, Clifford Chiu, Carolyn W. Getridge, Thomas Kalinske, Jeffrey T. Stevenson and Joseph Walsh ceased to be directors of the Company.
As a result of the Merger, the following persons were removed as officers of the Company: Joseph Walsh, Executive Vice President; Jeffrey T. Stevenson, Assistant Treasurer; and David Bainbridge, Assistant Secretary. The other officers of the Company immediately prior to the effective time of the Merger continued as officers of the Company following the Merger.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit3.1, which is incorporated herein by reference.
Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit3.2, which is incorporated herein by reference.
Item 8.01. Other Events.
On December18, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
CAMBIUM LEARNING GROUP, INC. Exhibit
EX-3.1 2 ex31-arcertificateofincorp.htm EXHIBIT 3.1 Exhibit Exhibit 3.1FOURTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFCAMBIUM LEARNING GROUP,…
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About Cambium Learning Group, Inc. (NASDAQ:ABCD)
Cambium Learning Group, Inc. is an educational solutions and services company. The Company’s product lines include Learning A-Z (www.learninga-z.com), ExploreLearning (www.explorelearning.com), Voyager Sopris Learning (www.voyagersopris.com) and Kurzweil Education (www.kurzweiledu.com). It operates through three segments: Learning A-Z, Voyager Sopris Learning and ExploreLearning. The product lines provide technology solutions for online learning and professional support; intervention and supplemental instructional materials; professional development and school-improvement services; valid assessments, and materials. Learning A-Z is a preK-6 educational technology provider of digitally delivered resources and tools that support instruction and student growth in reading, writing, and science. Voyager Sopris Learning segment includes its Voyager Sopris Learning and Kurzweil Education brands. ExploreLearning develops online solutions to improve student learning in math and science.
