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EX-99.1 - PRESS RELEASE - Archipelago Learning, Inc. | mm01-2910_8ke991.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
January
27, 2010
Date of
Report (Date of earliest event reported)
Archipelago
Learning, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-34555
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27-0767387
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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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3400
Carlisle St., Suite 345
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Dallas,
Texas
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75204
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(Address
of principal executive offices)
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(Zip
Code)
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(800)
419-3191
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(Registrant’s
telephone number, including area
code)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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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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¨
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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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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 27, 2010, Mr. Thomas F. Hedrick was appointed to the Board of
Directors of Archipelago Learning, Inc. (the “Company”), joining Brian Hall, Tim
McEwen, Michael Powell, David Phillips and Peter Wilde. Mr. Hedrick
was also appointed to the Company’s Audit Committee.
Mr.
Hedrick will be paid an annual retainer of $20,000 and a fee of $1,000 for each
meeting attended. Mr. Hedrick elected for the annual retainer to be
paid 100% in shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”). Mr. Hedrick will also receive an annual
restricted share award with a grant date fair market value of $25,000, which
will vest on the first anniversary of the grant date, for each continued year of
service. On January 27, 2010, Mr. Hedrick received 403 shares of
Common Stock, representing the pro-rated portion of payment of his annual
retainer as a board member and 504 shares of restricted Common Stock,
representing the pro-rated portion of payment of his annual restricted share
award. The Company also reimburses all directors for reasonable
expenses incurred to attend meetings of the board of directors or
committees.
Other
than as described above, there are (1) no arrangements or understandings between
Mr. Hedrick and any other person pursuant to which Mr. Hedrick was appointed to
the Board of Directors, and (2) no transactions between Mr. Hedrick and the
Company that would require disclosure under Item 404(a) of
Regulation S-K.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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99.1
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Press
Release issued on January 28, 2010 by Archipelago Learning,
Inc.
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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.
ARCHIPELAGO
LEARNING, INC.
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/s/ Tim
McEwen
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Name:
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Tim
McEwen
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Title:
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President
and Chief Executive Officer
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Date: January
29, 2010
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EXHIBIT
INDEX
Exhibit
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Description
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99.1
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Press
Release issued on January 28, 2010 by Archipelago Learning,
Inc.
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