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): | January 7, 2014 |
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 | |
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_________________________________ (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed on August 29, 2013 by Cambium Learning Group, Inc. (the "Company"), the Company received a letter from the Listing Qualifications Department of the NASDAQ Stock Market ("NASDAQ") on August 28, 2013 noting that the Company was no longer in compliance with Rule 5605 (the "Rule") which requires the Company to have at least three independent directors serving on its Audit Committee, one of whom qualifies as a financial expert.
On December 11, 2013, the Board of Directors of the Company appointed Dr. Walter G. Bumphus to serve as a member of the Audit Committee effective January 1, 2014. The Board also appointed existing Audit Committee member Thomas Kalinske as the Chairman of the Audit Committee and the Audit Committee financial expert.
On January 7, 2014, the Company received a letter from NASDAQ noting that as a result of these actions, the Company complies with the Rule and the matter is now closed.
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. | ||||
| January 8, 2014 | By: |
/s/ Barbara Benson
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| Name: Barbara Benson | ||||
| Title: Chief Financial Officer | ||||