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VLCY.PK > SEC Filings for VLCY.PK > Form 8-K on 21-Aug-2009All Recent SEC Filings

Show all filings for VOYAGER LEARNING CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VOYAGER LEARNING CO


21-Aug-2009

Results of Operations and Financial Condition, Other Events


Item 2.02. Results of Operations and Financial Condition.
On August 20, 2009, Voyager Learning Company ("Voyager") hosted a conference call to discuss Voyager's results for its second quarter ended June 30, 2009, and to discuss and answer questions regarding the proposed business combination transaction (the "Mergers") with Cambium Learning, Inc. A transcript (the "Transcript") of the conference call is attached hereto as Exhibit 99.1.

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.



Item 8.01. Other Events

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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