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CAEL.OB > SEC Filings for CAEL.OB > Form 8-K on 13-Nov-2009All Recent SEC Filings

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Form 8-K for CAMDEN LEARNING CORP


13-Nov-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On November 2, 2009, Camden Learning Corporation ("Camden" or the "Company") announced that stockholders of record as of the close of business on November 5, 2009 would be invited to attend Camden's Special Meeting of Stockholders on November 23, 2009 to vote on, or submit a proxy to vote on, among other matters, the proposed Agreement and Plan of Reorganization, as amended, through which Dlorah, Inc., a South Dakota corporation which owns and operates National American University ("Dlorah"), and a wholly-owned subsidiary of Camden will merge (the "Transaction"). Camden also announced that warrantholders of record as of the close of business on November 5, 2009 would be invited to attend Camden's Special Meeting of Warrantholders to vote on the warrant redemption proposal set forth in the Company's definitive proxy statement.

The Company announced today that Camden Learning, LLC, the Company's sponsor, has agreed to transfer restricted shares of Company common stock it acquired prior to the Company's initial public offering (the "IPO") to Company stockholders holding 50,000 or more shares of Company common stock as of November 5, 2009 who vote in favor of the Transaction, continue to be stockholders through the closing date of the Transaction and who have not entered into any contract with respect to the voting, repurchase or disposition of their Company common stock. In addition, Camden Learning, LLC has agreed to such transfer with respect to those Company stockholders who were not stockholders as of November 5, 2009, hold 50,000 or more shares of Company common stock as of November 23, 2009, and who continue to be stockholders through the closing date of the transaction with Dlorah, Inc. The recipients of such shares will receive one share for every three shares they hold.

The recipients of such shares are expected to execute joinder agreements to the current registration rights agreement in favor of Camden Learning, LLC with respect to such shares.

A copy of Camden's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item, including the exhibit related thereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of Camden, except as shall be expressly set forth by specific reference in such document.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number    Description

99.1      Press Release, dated November 13, 2009


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