Attached files
| file | filename |
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| EX-10.1 - EX-10.1 - CAMBIUM LEARNING GROUP, INC. | exhibit1.htm |
UNITED STATES
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): | September 21, 2011 |
CAMBIUM LEARNING GROUP, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-34575 | 27-0587428 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 17855 North Dallas Parkway, Suite 400, Dallas, Texas | 75287 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 214-932-9500 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 21, 2011, Cambium Education, Inc., a wholly owned subsidiary of Cambium Learning Group, Inc., signed a definitive agreement ("the Agreement") to purchase certain of the assets of Class.com for approximately $4.5 million in cash. The transaction, subject to normal closing conditions, is expected to close in October 2011, and is subject to the approval of Class.com shareholders.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 - Asset Purchase Agreement Between Cambium Education, Inc. and Class.com, Inc. Dated September 21, 2011.
SIGNATURES
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.
| CAMBIUM LEARNING GROUP, INC. | ||||
| September 23, 2011 | By: |
/s/ Todd W. Buchardt
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| Name: Todd W. Buchardt | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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10.1
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Asset Purchase Agreement Between Cambium Education, Inc. and Class.com, Inc. Dated September 21, 2011. |