Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Archipelago Learning, Inc. | d81235exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
April 5, 2011
Date of Report (Date of earliest event reported)
Archipelago Learning, Inc.
| Delaware | 001-34555 | 27-0767387 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3232 McKinney Avenue, Suite 400 | ||
| Dallas, Texas | 75204 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 419-3191
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 3.01 | Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
April 5, 2011, Michael K. Powell resigned from the Board of
Directors of Archipelago Learning, Inc. (the “Company”) due to
his appointment as President and Chief Executive Officer of the National Cable and
Telecommunications Association. Mr. Powell served as a member of
the Nominating and Corporate Governance Committee of the Board.
In accordance with the Nasdaq Marketplace Rules, on April 6, 2011, the Company notified The
Nasdaq Stock Market that the Company no longer complies with Nasdaq’s majority independent board
composition requirements set forth in Nasdaq Listing Rule 5605(b)(1), which requires listed
companies to maintain an independent majority board. Consistent with Nasdaq Listing Rule
5605(b)(1)(A), Nasdaq will provide the Company with a cure period of 180 days from the time of the
event causing Company’s non-compliance in order to regain
compliance.
The
Company plans to fill the vacancy on the Board with an independent
candidate in the near future.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The
information set forth in Item 3.01 is hereby incorporated by
reference into this Item 5.02(b).
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release issued on April 6, 2011 by Archipelago Learning, Inc. |
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. |
||||
| /s/ Tim McEwen | ||||
| Name: | Tim McEwen | |||
| Title: | President and Chief Executive Officer | |||
Date: April 6, 2011
| Exhibit | Description | |||
| 99.1 | Press Release issued on April 6, 2011 by Archipelago Learning, Inc. |
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