Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - CAMBIUM LEARNING GROUP, INC. | c12326exv99w2.htm |
| EX-99.1 - EXHIBIT 99.1 - CAMBIUM LEARNING GROUP, INC. | c12326exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2011
Cambium Learning Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34575 | 27-0587428 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 17855 N. Dallas Parkway, Suite 400, Dallas, TX |
75287 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 932-9500
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On February 8, 2011, Cambium Learning Group, Inc. (the “Company”) issued a press release
providing selected preliminary results for the three and twelve months ended December 31, 2010 and
announcing the yearend earnings call. Additionally, the Company is providing a preliminary
reconciliation between net sales and adjusted net sales and between net income (loss) and adjusted
EBITDA for the three and twelve months ended December 31, 2010. The reconciliations are based on
unaudited preliminary results as of the date of this Form 8-K.
A copy of the press release and the reconciliations are attached hereto as Exhibits 99.1 and
99.2, respectively.
The press release attached hereto as Exhibit 99.1 and the reconciliation between net sales and
adjusted net sales and between net income (loss) and adjusted EBITDA for the three and twelve
months ended December 31, 2010 attached hereto as Exhibit 99.2, insofar as they disclose historical
information regarding the Company’s results of operations and or financial condition for the three
and twelve months ended December 31, 2010, are being furnished to the Securities and Exchange
Commission under Item 2.02 of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||
| 99.1 | Press Release, dated February 8, 2011 |
|||
| 99.2 | Reconciliation between Net Sales and Adjusted Net Sales and
between Net Income (Loss) and Adjusted EBITDA for the Three
and Twelve Months Ended December 31, 2010 |
|||
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 duly authorized officer of the
registrant.
Date: February 10, 2011
| CAMBIUM LEARNING GROUP, INC. |
||||
| By: | /s/ Bradley C. Almond | |||
| Bradley C. Almond | ||||
| Senior Vice President and Chief Financial Officer | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description | |||
| 99.1 | Press Release, dated February 8, 2011 |
|||
| 99.2 | Reconciliation between Net Sales and Adjusted Net Sales and
between Net Income (Loss) and Adjusted EBITDA for the Three
and Twelve Months Ended December 31, 2010 |
|||