Attached files
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EX-99.1 - EX-99.1 - Archipelago Learning, Inc. | d83138exv99w1.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
Date of Report (Date of earliest event reported): June 27, 2011
ARCHIPELAGO LEARNING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 00134555 | 27-0767387 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
3232 McKinney Avenue, Suite 400 Dallas, Texas (Address of principal executive offices) |
75204 (Zip Code) |
(Registrants telephone number, including area code): (800) 419-3191
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 (see General Instruction
A.2. below):
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 8.01 Other Events
On June 27, 2011, Archipelago Learning, Inc. (the Company) issued a press release announcing
the signing and closing of the acquisition of Alloy Multimedia on June 24, 2011 by the Company (the
Acquisition). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
The information in Item 8.01 of this Current Report on Form 8-K, including the information
contained in Exhibit 99.1 is being furnished to the Securities and Exchange Commission pursuant to
Item 8.01, and shall not be deemed to be filed for the purposes of Section 18 of the Securities
Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such
filing.
The press release attached hereto as Exhibit 99.1, respectively, contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995. All statements regarding the acquisition of Alloy Multimedia and its impact on future
results as well as any statements other than statements of historical fact are considered
forward-looking statements and reflect current expectations and projections relating to our
financial condition, results of operations, plans, objectives, future performance and business. The
words guidance, anticipate, estimate, expect, project, forecast, plan, intend,
believe, may, should, likely, future, and other words and terms of similar meaning are
used to identify forward-looking statements. These forward-looking statements are based on
assumptions that we have made in light of our industry experience and on our perceptions of
historical trends, current conditions, expected future developments and other factors we believe
are appropriate under the circumstances. These statements are not guarantees of performance or
results. They are subject to risks and uncertainties (some of which are beyond our control), which
could cause actual results to vary materially from the forward-looking statements contained in this
release. Although we believe that these forward-looking statements are based on reasonable
assumptions, many factors could cause actual results to vary materially from those anticipated in
such forward-looking statements. Certain risk factors are discussed in the Companys filings with
the Securities and Exchange Commission and include, but are not limited to (i) our customers
reliance on, and the availability of, state, local and federal funding; (ii) competitive factors,
including large publishers aggressively entering our markets and new competitors more easily
entering our markets if national educational standards are adopted; (iii) legislation and
regulation, including changes in or the repeal of legislation that mandates state educational
standards and annual assessments; (iv) difficulty in evaluating our current and future business
prospects because of our recent rapid growth; (v) web-based education failing to achieve widespread
acceptance by students, parents,
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teachers, schools and other institutions; (vi) lower customer renewal rates or a decrease in sales
for our Study Island products; (vii) decisions at district or state levels to use our competitors
products rather than ours; (viii) seasonal fluctuations; (ix) system or network disruptions and
technology issues; (x) delays in product development or product releases and the success of new
product introductions; (xi) acquisition related risks; (xii) intellectual property related risks;
(xiii) our ability to retain key employees; (xiv) risks related to our indebtedness; (xv) legal
risks; (xvi) risks related to global and U.S. economic conditions; and, (xvii) risks associated
with the integration of EducationCity and Alloy Multimedia and the future performance of our
EducationCity and ESL ReadingSmart products.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit No. | Description | |
99.1
|
Press Release dated as of June 27, 2011 by Archipelago Learning, Inc. regarding the acquisition of Alloy Multimedia. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 27, 2011 | ARCHIPELAGO LEARNING, INC. |
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By: | /s/ Tim McEwen | |||
Name: | Tim McEwen | |||
Title: | Chief Executive Officer | |||