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CAEL.OB > SEC Filings for CAEL.OB > Form 8-K on 18-Nov-2009All Recent SEC Filings

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Form 8-K for CAMDEN LEARNING CORP


18-Nov-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Information.

Camden announced today that it has entered into an agreement to purchase an aggregate of 1,030,167 shares of its common stock sold in its initial public offering ("IPO") in a privately negotiated transaction (the "Agreement") for an aggregate purchase price of $8,210,430.99 from a stockholder of Camden. Pursuant to the terms of the proposed business combination between Camden and Dlorah, Inc. ("Dlorah"), the stockholders of Dlorah will contribute all of the outstanding capital stock of Dlorah to Camden in exchange for shares of a newly created class of common stock, common stock purchase warrants and restricted shares of Camden's currently authorized common stock and Dlorah Subsidiary, Inc., a newly formed, wholly-owned subsidiary of Camden will merge with and into Dlorah, with Dlorah surviving as a wholly-owned subsidiary of Camden. The business combination is more fully described in Camden's definitive proxy statement/prospectus filed with the Securities and Exchange Commission on November 10, 2009 (the "Proxy Statement").

Pursuant to the Agreement, the holder has agreed to give Camden's management a proxy to vote its shares in favor of each of the stockholder proposals set forth in the Proxy Statement. This proxy will revoke any prior proxies voted against any of the proposals set forth in the Proxy Statement. The closing of the Agreement will be immediately following the closing of the business combination with Dlorah and the purchase will be paid for with funds that will be released from Camden's trust account upon consummation of the business combination.

A copy of the form of Stock Purchase Agreement which formed the basis for the final agreements described herein is attached as Exhibit 10.1 to this report.

A copy of the press release is attached as Exhibit 99.1 to this report.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

10.1 Form of Stock Purchase Agreement
99.1 Press release dated November 18, 2009.


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