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): December 5, 2007
CAMDEN
LEARNING CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-52919
|
83-0479936
|
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
500 East Pratt Street, Suite 1200
Baltimore, MD
|
21202
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s
telephone number, including area code: (410)
878-6800
Not
Applicable
(Former
name or former address, if changed since last report)
| o |
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01. Entry
into a Material Definitive Agreement.
On
December 5, 2007, Camden Learning Corporation (the “Company”) consummated the
initial public offering (the “IPO”) of 6,250,000 units (the “IPO Units”), each
unit (the “Unit”) consisting of one share of common stock, par value $0.0001 per
share (the “Common Stock”), and one warrant (the “Warrant”) to purchase one
share of Common Stock, pursuant to the registration statement on Form S-1 (File
No. 333-143098) (the “Registration Statement”). In connection with the IPO, the
Company entered into various written agreements, including an underwriting
agreement, investment management trust agreement, securities escrow agreement,
registration rights agreement and warrant agreement. The purpose of this Current
Report on Form 8-K is to file such agreements, as executed in connection with
the IPO.
Underwriting
Agreement
On
November 29, 2007, the Company entered into an underwriting agreement (the
“Underwriting Agreement”) relating to the sale of the IPO Units. A copy of the
Underwriting Agreement, entered into by and between the Company and Morgan
Joseph & Co. Inc. (“Morgan Joseph”), as representative of the underwriters
(collectively, the “Underwriters”), is attached as Exhibit 1.1 hereto and is
incorporated by reference herein.
Pursuant
to the terms of the Underwriting Agreement, the sale of the IPO Units occurred
on December 5, 2007 at a purchase price of $7.44 (the offering price to the
public of $8.00 per Unit minus the underwriters’ discount of $0.32 per Unit and
deferred underwriters’ discount of $0.24 per Unit). A portion of the proceeds of
the IPO and the Private Placement (as defined below) were placed into the Trust
Account (as defined below) and shall be released to the Company upon the earlier
of the consummation of a business combination (the “Business Combination”) or
the Company’s liquidation, as described in the Registration Statement.
The
Underwriting Agreement provided for an underwriters’ discount in an amount equal
to 7% of the gross proceeds of the IPO. The Underwriters agreed that a portion
of the underwriters’ discount would be deposited into the Trust Account and
payable to the Underwriters upon the consummation of the Business Combination
and then only with respect to those Units as to which the component Common
Stock
have not been redeemed in connection with the Business Combination.
The
Company also granted the Underwriters a 45-day option to purchase up to an
additional 937,500 Units from the Company on the same terms and at the same
price as the 6,250,000 Units to cover over-allotments, if any. The Company
has
also sold to Morgan Joseph and / or its designees for $100.00 an option (the
“Morgan Joseph Option”) to purchase up to 625,000 Units at an exercise price of
$9.60 per Unit. A copy of the Morgan Joseph Option is attached as Exhibit 4.5
hereto and is incorporated by reference herein. The Units issuable upon exercise
of the Option are identical to the IPO Units, except that the exercise price
for
the warrants included in these Units is $6.71 per share. The Morgan Joseph
Option is exercisable commencing on the later of the consummation of a Business
Combination or one year from the effective date of the IPO (the “Effective
Date”). The Morgan Joseph Option contains certain transfer restrictions and
anti-dilution provisions. In addition, the holder of the Morgan Joseph Option
is
entitled to demand and “piggyback” registration rights for periods of five and
seven years, respectively, from the Effective Date.
In
accordance with the Underwriting Agreement, Camden Learning, LLC (the “Private
Placement Investor”) agreed to purchase from the Company an aggregate of
2,800,000 warrants (the “Private Placement Warrants”) at a purchase price of
$1.00 per Private Placement Warrant in a private placement (the “Private
Placement”) pursuant to Regulation D of the Securities Act of 1933, as amended
(the “Securities Act”). Such Private Placement was consummated (pursuant to a
subscription agreement) immediately prior to the Effective Date.
The
Warrants underlying the Units are exercisable for the period commencing on
the
later of the completion of a Business Combination or November 29, 2008 and
terminating on November 29, 2011. The Company may redeem the outstanding
Warrants (including any warrants issued upon exercise of the Morgan Joseph
Option), in whole and not in part, at a price of $0.01 per Warrant at any time
after the Warrants become exercisable upon a minimum of 30 days’ prior written
notice and if and only if the last closing sales price of the Common Stock
equals or exceeds $11.50 per share for any 20 trading days within a 30-day
trading period ending three business days before the Company sends notice of
redemption. The Private Placement Warrants may not be redeemed by the Company
and may be exercised on a cashless basis so long as they are held by the initial
holders thereof or their permitted transferee.
The
Underwriting Agreement also includes certain customary representations,
warranties and covenants by the Company. It also provides that the Company
will
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, or contribute to payments the Underwriters may be
required to make because of any of those liabilities.
Investment
Management Trust Agreement
On
November 29, 2007, the Company entered into an investment management trust
agreement (the “Investment Management Trust Agreement”) with Continental Stock
Transfer & Trust Company (“CST”) as trustee. A copy of the Investment
Management Trust Agreement is attached as Exhibit 10.2 hereto and is
incorporated by reference herein.
Pursuant
to the Investment Management Trust Agreement, a portion of the proceeds from
the
IPO and the Private Placement will be placed into a trust account (the “Trust
Account”) at JP Morgan Chase Bank N.A. and maintained by CST as trustee. Of this
amount, $1,500,000 represents the deferred underwriters’ discount, which amount
shall be payable to the Underwriters upon the consummation of a Business
Combination. The funds in the Trust Account will not be released until the
earlier of the consummation of a Business Combination or the Company’s
dissolution and liquidation; provided, however, the Company shall be permitted
to draw the following amounts from the interest income earned on the Trust
Account: (i) taxes payable on the interest income earned and (ii) up to $600,000
to fund the Company’s working capital requirements.
Holders
of the Common Stock underlying the Units (the “Public Stockholders”) shall be
entitled to receive funds from the Trust Account (including interest earned
on
such Public Stockholder’s pro rata portion of the Trust Account) in the event
the Company dissolves and liquidates. Furthermore, Public Stockholders seeking
to redeem their shares of Common Stock in connection with a Business Combination
shall be entitled to receive $7.92 per share plus a pro rata portion of the
interest income earned on the Trust Account (net of: (i) taxes payable on the
interest income distributed to the Company and (ii) up to $600,000 of interest
income distributed to the Company to fund its working capital requiremnts).
In
the event a Business Combination is consummated, all sums remaining in the
Trust
Account shall be released to the Company and there will be no restriction on
the
Company’s use of such funds.
Securities
Escrow Agreement
On
November 29, 2007, the Company entered into a securities escrow agreement (the
“Securities Escrow Agreement”) with each of the initial stockholders (“Initial
Stockholders”) and the Private Placement Investor (the “Initial Holders”) of the
Company and CST as escrow agent. A copy of the Securities Escrow Agreement
is
attached as Exhibit 10.3 hereto and is incorporated by reference herein.
Pursuant
to the Securities Escrow Agreement, the Initial Holders placed the shares of
Common Stock it owned prior to the IPO (the “Insider Shares”) and Warrants it
owned prior to the IPO (“Insider Warrants”) into an escrow account maintained by
CST (the “Escrow Account”). Subject to limited exceptions, the Insider Shares
and Insider Warrants shall not be transferable for certain respective periods
(the “Escrow Period”). For the Insider Shares, the applicable Escrow Period will
expire one year after the Company’s consummation of the initial Business
Combination unless the Company consummates a transaction after the consummation
of the initial Business Combination resulting in all of the stockholders of
the
Company having the right to exchange their shares of Common Stock for cash,
securities or other property, and for the Insider Warrants, the applicable
Escrow Period will expire on the 90th
day
following the Company’s consummation of the initial Business Combination. During
the Escrow Period, the initial stockholders shall retain all other rights as
stockholders, including, without limitation, the right to vote their Common
Stock and the right to receive cash dividends. In the event the Company declares
a stock dividend, such dividend will be placed into the Escrow Account, as
well.
In the event the Company dissolves and liquidates, the Insider Shares and
Insider Warrants will be cancelled.
Registration
Rights Agreement
On
November 29, 2007, the Company entered into a registration rights agreement
(the
“Registration Rights Agreement”) with the Initial Stockholders and the Private
Placement Investor. A copy of the Registration Rights Agreement is attached
as
Exhibit 10.4 hereto and is incorporated by reference herein.
Pursuant
to the Registration Rights Agreement, a majority-in-interest of the Initial
Stockholders shall be entitled to require the Company, on up to two occasions
at
any time after the date on which the Insider Shares are released from escrow
pursuant to the Securities Escrow Agreement, to register the Insider Shares.
In
addition, the Initial Stockholders shall have “piggyback” registration rights
with respect to the Insider Shares commencing on the date on which the Insider
Shares are released from escrow pursuant to the Securities Escrow Agreement.
Furthermore, the Private Placement Investor shall be entitled to require the
Company, on up to two occasions at any time after the date on which the Insider
Warrants are released from escrow pursuant to the Securities Escrow Agreement,
to register the Insider Warrants. In addition, the Private Placement Investor
shall have “piggyback” registration rights with respect to the Insider Warrants
commencing on the date on which the Insider Warrants are released from escrow
pursuant to the Securities Escrow Agreement. The Company shall bear the expenses
incurred in connection with the filing of any such registration statements.
Warrant
Agreement
On
November 29, 2007, the Company entered into a warrant agreement (the “Warrant
Agreement”) with CST pursuant to which CST shall act as warrant agent in
connection with the issuance, registration, transfer, exchange, redemption
and
exercise of the Warrants underlying the IPO Units (the “Public Warrants”) , the
Warrants underlying the Morgan Joseph Option (the “Morgan Joseph Warrants”) and
the Private Placement Warrants (collectively with the Public Warrants and the
Morgan Joseph Warrants, the “Company Warrants”). A copy of the Warrant Agreement
is attached as Exhibit 4.4 hereto and is incorporated by reference herein.
The
Warrant Agreement provides for, among other things, the form and provisions
of
the Company Warrants and the manner in which the Company Warrants may be
exercised. The Warrant Agreement also contains certain transfer restrictions
and
anti-dilution provisions, the manner in which the Company Warrants may be
redeemed and the registration rights related to Morgan Joseph’s Warrants and the
Private Placement Warrants.
Item
9.01. Financial
Statements and Exhibits.
|
(c)
|
Exhibits
|
| |
|
|
1.1
|
Underwriting
Agreement, dated November 29, 2007, by and between Camden Learning
Corporation and Morgan Joseph & Co. Inc., as representative of the
underwriters
|
| |
|
|
3.2
|
Amended
and Restated Certificate of Incorporation, filed with the Secretary
of
State of the State of Delaware on November 29, 2007
|
| |
|
|
4.4
|
Warrant
Agreement, dated November 29, 2007, by and between Camden Learning
Corporation and Continental Stock Transfer & Trust
Company
|
| |
|
|
4.5
|
Form
of Unit Purchase Option by and between Camden Learning Corporation
and
Morgan Joseph & Co. Inc.
|
| |
|
|
10.2
|
Investment
Management Trust Agreement, dated November 29, 2007, by and between
Camden
Learning Corporation and Continental Stock Transfer & Trust
Company
|
| |
|
|
10.3
|
Securities
Escrow Agreement, dated November 29, 2007, by and among Camden Learning
Corporation, the initial stockholders (including the Private Placement
Investor) named therein and Continental Stock Transfer & Trust
Company
|
| |
|
|
10.4
|
Registration
Rights Agreement, dated November 29, 2007, by and among Camden Learning
Corporation and the investors named
therein
|
SIGNATURE
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.
|
Dated:
December 5, 2007
|
CAMDEN
LEARNING CORPORATION
|
| |
|
| |
|
| |
By:
|
/s/
David L. Warnock
|
| |
|
Name:
|
David
L. Warnock
|
| |
|
Title:
|
Chairman,
President and Chief
|
| |
|
|
Executive
Officer
|