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| CAEL.OB > SEC Filings for CAEL.OB > Form 8-K on 16-Nov-2009 | All Recent SEC Filings |
16-Nov-2009
Other Events, Financial Statements and Exhibits
On November 12, 2009, Camden Learning Corporation ("Camden" or the "Company") announced 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.
Later on November 12, 2009, Camden issued a corrected press release to clarify that this proposed transfer of restricted shares is only available to a limited number of institutional investors with whom the Company has had conversations prior to November 13, 2009 with respect to the terms of this transaction. Investors who were not previously known to the Company and did not participate in those discussions prior to November 12, 2009 will not be eligible for those shares.
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.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, dated November 13, 2009 |
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