Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September
4, 2009
CAMDEN LEARNING
CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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000-52919
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83-0479936
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(State or other
jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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500 East Pratt Street, Suite
1200
Baltimore,
MD
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21202
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (410) 878-6800
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
to the registrant under any of the following
provisions:
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Written communications pursuant to
Rule 425 under the Securities Act
(17 CFR 230.425)
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x
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
CAMDEN LEARNING CORPORATION (“CAMDEN”) AND DLORAH, INC. (“DLORAH”) CLAIM THE PROTECTION OF THE SAFE HARBOR
FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE
CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF CAMDEN AND DLORAH REGARDING, AMONG OTHER THINGS,
CAMDEN’S PROPOSED
BUSINESS COMBINATION WITH
DLORAH DISCUSSED HEREIN
AND THE BUSINESS OF
DLORAH, ARE SUBJECT TO
RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE
ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS:
CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; CONTINUED
COMPLIANCE WITH GOVERNMENT REGULATIONS; CHANGING LEGISLATION OR REGULATORY
ENVIRONMENTS; REQUIREMENTS OR CHANGES AFFECTING THE BUSINESS IN WHICH
DLORAH IS, AND CAMDEN WILL BE, ENGAGED; MANAGEMENT OF GROWTH; INTENSITY OF COMPETITION; GENERAL
ECONOMIC CONDITIONS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN CAMDEN’S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION (“SEC”) IN CONNECTION WITH THE PROPOSED BUSINESS
COMBINATION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH
RISKS. NEITHER CAMDEN NOR
DLORAH ASSUMES ANY
OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS
REPORT.
CAMDEN INTENDS TO HOLD PRESENTATIONS FOR
CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED
IN PURCHASING CAMDEN’S SECURITIES, REGARDING ITS PROPOSED
BUSINESS COMBINATION WITH DLORAH, AS DESCRIBED IN THIS CURRENT REPORT.
THIS CURRENT REPORT WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.
CAMDEN HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTIONS.
STOCKHOLDERS OF
CAMDEN AND OTHER INTERESTED PERSONS ARE URGED
TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH
PERSONS CAN ALSO READ CAMDEN’S FINAL PROSPECTUS, DATED NOVEMBER 29, 2007, ITS ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 (THE “ANNUAL REPORT”) AND OTHER
REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF CAMDEN’S OFFICERS AND DIRECTORS AND THEIR
AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE
PROPOSED TRANSACTIONS. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED
FOR VOTING ON THE PROPOSED
TRANSACTIONS. STOCKHOLDERS
AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT
WITHOUT CHARGE, BY DIRECTING A REQUEST TO CAMDEN IN WRITING AT 500 EAST PRATT STREET, SUITE 1200,
BALTIMORE, MD 21202, OR BY
TELEPHONE AT (410) 878-6800. FREE COPIES OF THESE DOCUMENTS CAN
ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE (http://www.sec.gov ).
CAMDEN AND DLORAH AND THEIR RESPECTIVE DIRECTORS AND
EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES FOR THE SPECIAL
MEETING OF CAMDEN’S STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS. THE UNDERWRITERS OF CAMDEN’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO
CAMDEN, DLORAH AND THEIR RESPECTIVE DIRECTORS AND
EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO CAMDEN’S INITIAL PUBLIC OFFERING WERE DEFERRED
PENDING STOCKHOLDER APPROVAL OF CAMDEN’S INITIAL BUSINESS COMBINATION, AND
STOCKHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE
SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT
CAMDEN’S DIRECTORS AND
EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PROXY STATEMENT
FILED BY CAMDEN WITH THE SEC.
THE INFORMATION ON DLORAH’S WEBSITE IS NOT, AND SHALL NOT BE
DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS
CAMDEN MAKES WITH THE SEC.
THIS COMMUNICATION SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE
EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Attached as Exhibit 99.2 to this Current
Report is the form of presentation Camden expects to use in connection with
presentations to certain of its securityholders, as well as other persons
interested in purchasing securities of Camden, in connection with the Transaction. Such material may be deemed soliciting
material in connection with
the special meeting of
Camden’s stockholders to be held pursuant to
the Merger
Agreement.
Note Regarding Financial
Information and Data of
Dlorah
The financial information and
data of Dlorah
contained in certain of the
exhibits to this Current Report is derived from Dlorah’s unaudited financial statements and
may not conform to Regulation S-X. Accordingly, such information and data may be
adjusted and presented differently in the definitive proxy statement to be mailed to Camden’s stockholders.
Note Regarding Non-GAAP Financial
Measures
The investor presentation attached as an
exhibit hereto contains certain non-GAAP financial measures, as defined under
Regulation G of the rules and regulations of the SEC, including EBITDA and
Adjusted EBITDA. EBITDA and Adjusted EBITDA (each as
defined in the appendix to the investor presentation) are non-GAAP financial
measures (i.e., they are not measures of financial performance under generally
accepted accounting principles) and should not be considered in isolation or as
a substitute for consolidated statements of operations and cash flows data
prepared in accordance with GAAP. In addition, EBITDA and Adjusted EBITDA
as used by Dlorah may not be comparable to similarly
titled measures of other companies. For definitions of and additional
information regarding EBITDA and Adjusted EBITDA, and a reconciliation of such
measures to the most comparable financial measures calculated in accordance with
GAAP, please refer to the appendix to the investor
presentation.
EBITDA and Adjusted EBITDA are commonly
used by financial analysts in evaluating performance of companies. Accordingly, Camden believes these financial measures may be
useful to investors in assessing its operating performance. Camden and Dlorah also believe these measures allow a
standardized comparison between private companies in the for-profit educational
industry, while minimizing
the differences from depreciation policies, financial leverage and tax
strategies.
While Camden uses EBITDA and Adjusted EBITDA in
managing and analyzing its business and financial condition and believes these
measures are useful to its management and investors for the reasons described
above, these non-GAAP financial measures have certain shortcomings. Dlorah’s management compensates for the
shortcomings of EBITDA and Adjusted EBITDA by utilizing them in conjunction with
their comparable GAAP financial measures.
Item 9.01. Financial Statements and
Exhibits
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Exhibit
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Description
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99.1
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Investor
presentation
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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September 4, 2009
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CAMDEN LEARNING
CORPORATION
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By:
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/s/ David
Warnock |
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Name:
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David
Warnock |
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Title:
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President and Chief Executive
Officer |
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Exhibit
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Description
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99.1
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Investor
presentation
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