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| VLCY.PK > SEC Filings for VLCY.PK > Form 8-K on 21-Aug-2009 | All Recent SEC Filings |
21-Aug-2009
Results of Operations and Financial Condition, Other Events
This Form 8-K and the Transcript attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding Voyager's results of operations and or financial condition for the second quarter or six months ended June 30, 2009, are being furnished to the Securities and Exchange Commission under Item 2.02 of Form 8-K.
The portions of the Transcript that relate to the discussion of the Mergers are being filed herewith as Exhibit 99.1 to this Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended, and are hereby incorporated into this Item 8.01
Additional Information and Where to Find It
On August 6, 2009, Cambium-Voyager Holdings, Inc. filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 containing
a preliminary proxy statement/prospectus regarding the proposed business
combination of Voyager and Cambium Learning, Inc. This material is not a
substitute for the final proxy statement/prospectus regarding the proposed
business combination. Investors and stockholders are urged to read carefully the
preliminary proxy statement/prospectus and the final proxy statement/prospectus
when available because they contain and will contain important information about
Cambium-Voyager Holdings, Inc., Cambium Learning, Inc., Voyager, the business
combination and related matters. Voyager will mail the final proxy
statement/prospectus to each of its stockholders. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of charge, at the
SEC's website (www.sec.gov). You may also obtain documents filed by Voyager with
the SEC regarding this transaction, free of charge, from Voyager's website
(www.voyagercompany.com) under the heading "Investor Relations" and then under
the tab "SEC Filings."
Cambium-Voyager Holdings, Inc., Voyager, Cambium Learning, Inc. and their
respective directors, executive officers and various other members of management
and employees may be soliciting proxies from Voyager's stockholders in favor of
the merger agreement entered into in connection with the proposed business
combination. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Voyager's stockholders is
included in the preliminary proxy statement/prospectus described above and will
be included in the final proxy statement/prospectus when available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Transcript of Voyager Learning Company's second quarter 2009
earnings conference call held on August 20, 2009.
99.2 Reconciliation of Net Loss to Adjusted Loss Before Interest,
Other Income (Expense), Income Taxes and Depreciation and
Amortization (EBITDA).
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