Attached files
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| EX-99.1 - National American University Holdings, Inc. | v167476_ex99-1.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): November 23, 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)
|
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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o
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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 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 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.
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.
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Item 8.01.
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Other
Events
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Camden
Learning Corporation (the “Company”) today announced the consummation and
completion of a business combination with Dlorah, Inc., a privately held company
that owns and operates National American University, after warrantholders and
stockholders of the Company approved all proposals at today’s Special Meeting of
Warrantholders and Special Meeting of Stockholders, respectively.
At the
Special Meeting of Warrantholders, warrantholders approved the proposed
amendment to the warrant agreement governing the Company’s outstanding
publicly-traded warrants. Approval of the amendment to the warrant
agreement was a condition to the proposed business combination (the “Merger”)
among the Company, Dlorah Subsidiary, Inc., a wholly-owned subsidiary of the
Company (“Merger Sub”), and Dlorah, Inc., a South Dakota corporation (“Dlorah),
under which Merger Sub is to merge with and into Dlorah with Dlorah surviving as
a wholly-owned subsidiary of the Company. The amendment of the
warrant agreement approved today requires the redemption of all of the
outstanding publicly-traded warrants, at a price of $.50 per warrant immediately
following the closing of the Merger.
At the
Special Meeting of Stockholders, the Merger was approved. The Merger
was consummated shortly thereafter. As a result of the Merger, Dlorah
became a wholly-owned subsidiary of the Company.
2
In
accordance with the terms of the Merger, all of the issued and outstanding
equity interests in Dlorah were automatically converted into (i) 100,000 shares
of Class A Common Stock, par value $.0001 per share, which is convertible into
15,730,000 shares of Company common stock, par value $.0001 per share, (ii)
2,800,000 newly issued common stock purchase warrants to purchase up to
2,800,000 shares of Company common stock at a price of $5.50 per share, and
(iii) 250,000 shares of restricted Company common stock, which shall not be
freely tradable until such time as the Company common stock trades at or above
$8.00 per share for any sixty (60) consecutive trading day
period. The units and warrants of the Company are expected to cease
trading on the OTCBB at the close of business on November 24, 2009.
At the
Special Meeting of Stockholders, the Company’s stockholders also approved the
following related proposals: (i) an amendment to the amended and restated
certificate of incorporation of the Company to change the name of the Company
from “Camden Learning Corporation” to “National American University Holdings,
Inc.”, (ii) an amendment to the amended and restated certificate of
incorporation of the Company to increase the authorized capital stock from
21,000,000 shares, consisting of 20,000,000 shares of common stock and 1,000,000
shares of preferred stock, to 51,100,000 shares, consisting of 50,000,000 shares
of common stock, 100,000 shares of Class A Stock and 1,000,000 shares of
preferred stock, (iii) an amendment to the amended and restated certificate of
incorporation of the Company to create a new class of common stock designated as
Class A Common Stock, par value $0.0001 per share, (iv) an amendment to the
amended and restated certificate of incorporation of the Company to eliminate
certain special purpose acquisition company provisions therein, which among
other things, provide for the Company’s perpetual existence following the
Merger, and (v) the adoption of the Company’s 2009 Stock Option and Compensation
Plan.
The
Merger was approved by more than 64% of the stockholders of Camden voting at the
Special Meeting of Stockholders. A total of approximately 1,877,418
shares issued in the Company’s initial public offering were cast at the Special
Meeting of Stockholders in opposition to the Merger and elected to be converted
into a pro rata portion of the proceeds from the Company’s initial public
offering held in trust ($7.92 per share), representing less than 30% of the
shares issued in the Company’s initial public offering.
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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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99.1
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Press
Release, dated November 23, 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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November
23, 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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