Attached files
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| EX-99.1 - PRESS RELEASE - National American University Holdings, Inc. | v163679_ex99-1.htm |
| EX-10.1 - AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATIO - National American University Holdings, Inc. | v163679_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): October 27, 2009
CAMDEN
LEARNING CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52919
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83-0479936
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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500
East Pratt Street, Suite 1200
Baltimore,
MD
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21202
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (410) 878-6800
Not
Applicable
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation to the registrant under any
of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
CAMDEN
LEARNING CORPORATION (“CAMDEN”) AND DLORAH, INC. (“DLORAH”) CLAIM THE PROTECTION
OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE
STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED
UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF CAMDEN AND DLORAH
REGARDING, AMONG OTHER THINGS, CAMDEN’S PROPOSED BUSINESS COMBINATION WITH
DLORAH DISCUSSED HEREIN AND THE BUSINESS OF DLORAH, ARE SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE
ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS:
CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; CONTINUED
COMPLIANCE WITH GOVERNMENT REGULATIONS; CHANGING LEGISLATION OR REGULATORY
ENVIRONMENTS; REQUIREMENTS OR CHANGES AFFECTING THE BUSINESS IN WHICH DLORAH IS,
AND CAMDEN WILL BE, ENGAGED; MANAGEMENT OF GROWTH; INTENSITY OF COMPETITION;
GENERAL ECONOMIC CONDITIONS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN
CAMDEN’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN
CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. THE INFORMATION SET FORTH
HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER CAMDEN NOR DLORAH ASSUMES
ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS CURRENT
REPORT.
CAMDEN
INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS
OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING CAMDEN’S SECURITIES,
REGARDING ITS PROPOSED BUSINESS COMBINATION WITH DLORAH, AS DESCRIBED IN THIS
CURRENT REPORT. THIS CURRENT REPORT WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.
CAMDEN
HAS FILED A PRELIMINARY PROXY STATEMENT AND CERTAIN AMENDMENTS THERETO WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS. STOCKHOLDERS AND
WARRANTHOLDERS OF CAMDEN AND OTHER INTERESTED PERSONS ARE URGED TO READ THESE
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ
CAMDEN’S FINAL PROSPECTUS, DATED NOVEMBER 29, 2007, ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED MAY 31, 2009 (THE “ANNUAL REPORT”) AND OTHER
REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF
CAMDEN’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE
INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE
DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AND WARRANTHOLDERS AS
OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS.
STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF
THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY DIRECTING A REQUEST TO CAMDEN
IN WRITING AT 500 EAST PRATT STREET, SUITE 1200, BALTIMORE, MD 21202, OR BY
TELEPHONE AT (410) 878-6800. FREE COPIES OF THESE DOCUMENTS CAN ALSO BE
OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE (http://www.sec.gov).
CAMDEN
AND DLORAH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
OF CAMDEN’S STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS. THE UNDERWRITERS OF CAMDEN’S INITIAL PUBLIC OFFERING MAY PROVIDE
ASSISTANCE TO CAMDEN, DLORAH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE
OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A
SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO CAMDEN’S INITIAL
PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF CAMDEN’S INITIAL
BUSINESS COMBINATION, AND STOCKHOLDERS AND WARRANTHOLDERS ARE ADVISED THAT THE
UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY
SOLICITATION. INFORMATION ABOUT CAMDEN’S DIRECTORS AND EXECUTIVE OFFICERS IS
AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS
OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PROXY STATEMENT FILED BY CAMDEN
WITH THE SEC.
THE
INFORMATION ON DLORAH’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A
PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CAMDEN MAKES WITH
THE SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
No. 1 to the Amended and Restated Agreement and Plan of
Reorganization
On
October 26, 2009, Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan
of Reorganization, dated as of August 7, 2009, as amended in its entirety by the
Amended and Restated Agreement and Plan of Reorganization, dated as of August
11, 2009 (as amended, the “Merger Agreement”), by and among Camden Learning
Corporation (“Camden” or the “Company”), Dlorah Subsidiary, Inc., a wholly owned
subsidiary of Camden (“Merger Sub”), and Dlorah, Inc., a South Dakota
corporation which owns and operates National American University (“Dlorah”), was
executed by the parties. Pursuant to the terms of the Merger
Agreement, the Dlorah stockholders have agreed to contribute all of the
outstanding capital stock of Dlorah to Camden in exchange for shares of a newly
created class of stock, warrants and restricted shares of currently authorized
common stock of Camden, as further described below under the heading
“Consideration.” At the closing, Merger Sub will merge with and into
Dlorah with Dlorah surviving as a wholly-owned subsidiary of Camden (the
“Transaction”).
Consideration
Pursuant
to Amendment No. 1, the number of shares of restricted common stock to be issued
to the Dlorah stockholders in connection with the Transaction has been reduced
from 575,000 shares to 250,000 shares. Consequently, at the effective
time of the Transaction, all equity interests of Dlorah issued and outstanding
immediately prior to the Transaction shall automatically convert into the right
to receive an aggregate of: (i) 100,000 shares of Class A Stock, par value
$.0001 per share, of Camden, which such Class A Common Stock shall be
convertible into 15,730,000 shares of Camden common stock, par value $0.0001 per
share (the “Common Stock”), as such conversion number may be adjusted as
described in the Merger Agreement, (2) 2,800,000 newly issued common stock
purchase warrants (the “Warrant Consideration”) to purchase up to 2,800,000
shares of Common Stock at an exercise price of $5.50 per share, and (3) 250,000
shares of restricted Common Stock, which such shares shall not be freely
tradable until such time as the Common Stock trades at or above $8.00 per share
for any sixty (60) consecutive trading day period; provided, that such shares of
restricted Common Stock shall be forfeited on the fifth (5th)
anniversary of the date of issuance if such restriction has not been
satisfied.
Further,
the minimum amount of consideration to be received by Dlorah’s stockholders in
the Transaction was increased from 70% to 74.4% of the issued and outstanding
capital stock of Camden, on an as-converted and fully diluted basis as of the
date of closing. As a result, if, as of the date of closing of the Transaction,
the consideration to be received by Dlorah’s stockholders represents less than
an aggregate of 74.4% of the issued and outstanding capital stock of Camden, on
an as-converted and fully diluted basis, then the number of shares of Common
Stock into which the Class A Stock is convertible shall be increased such that
the consideration to be received by Dlorah’s stockholders equals 74.4% of the
issued and outstanding capital stock of Camden, on an as-converted and fully
diluted basis as of the date of the closing of the Transaction. For
purposes of calculating the consideration to be received by Dlorah’s
stockholders and the number of shares of issued and outstanding capital stock of
Camden, on an as-converted and fully diluted basis, the number of shares of
Common Stock constituting the Warrant Consideration shall be 855,556 shares
(based on a cashless exercise of the 2,800,000 common stock purchase warrants
using a fair market value of $7.92 per share).
Founders’
Warrants
Amendment
No. 1 also increases the number of shares of restricted Common Stock to be
issued to Camden Learning, LLC, the Company’s sponsor, in exchange for the
2,800,000 common stock purchase warrants owned by Camden Learning, LLC, from
250,000 shares to 575,000 shares. Consequently, at the effective time
of the Transaction, the 2,800,000 common stock purchase warrants owned by Camden
Learning, LLC shall be exchanged for 575,000 shares of restricted Common Stock,
which shares shall not be freely tradable until such time as the Common Stock
trades at or above $8.00 per share for any sixty (60) consecutive trading day
period; provided, that such shares of restricted Common Stock shall be forfeited
on the fifth (5th)
anniversary of the date of issuance if such restriction has not been
satisfied.
Elimination
of Certain Closing Conditions
Amendment
No. 1 eliminated the closing condition that the Common Stock and the Company’s
warrants be listed on the Nasdaq Capital Market or the Nasdaq Global
Market. The Common Stock shall continue to be listed on the OTC
Bulletin Board.
Elimination
of Underwriters' Option and Amendment of Underwriting Agreement
The
underwriters of Camden's initial public offering hold a unit purchase option to
purchase up to 625,000 shares of Common Stock and 625,000 warrants (convertible
into 625,000 shares of Common Stock). In connection with Amendment No. 1,
the underwriters have agreed to surrender such unit purchase option in exchange
for aggregate deferred underwriting compensation of $1,750,000 in the event the
Transaction closes, such amount to be paid without regard to the number of
shares of Common Stock redeemed by the Company in connection with those public
stockholders who vote against the Transaction and seek redemption of
their Common Stock for a pro rata portion of the amount held
in Camden’s trust account.
A copy of
Amendment No. 1 is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
Item
8.01 Other Events
On October 27, 2009, Camden announced
that the Special Meeting of the Warrantholders and the Special Meeting of the
Stockholders will be held on November 23, 2009 at 10:00 a.m. and 10:30 a.m.
Eastern time, respectively, at the offices of Ellenoff Grossman & Schole
LLP, Camden’s counsel, at 150 East 42nd Street,
11th
Floor, New York, New York 10017. The record date has yet to be
determined.
A copy of
Camden’s press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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Item 9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
Number
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Description
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| 10.1 | Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization | |
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99.1
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Press Release, dated October 27,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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October
27, 2009
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CAMDEN
LEARNING CORPORATION
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By:
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/s/
David Warnock
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Name:
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David
Warnock
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Title:
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President
and Chief Executive Officer
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