Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 8, 2009, Blackboard Inc. (the "Company") closed its acquisition (the "Merger") of ANGEL Learning, Inc. ("ANGEL") pursuant to the terms of the previously announced Agreement and Plan of Merger dated May 1, 2009 by and among the Company, a wholly owned subsidiary of the Company and ANGEL, among others.
On May 11, 2009, the Company filed a Current Report on Form 8-K (the "Current Report") to report the completion of the Merger. On June 23, 2009, the Company filed Amendment No. 1 to the Current Report to report the financial statements and pro forma information required by Item 9.01. The purpose of this Amendment No. 2 to the Current Report is to amend Item 9.01 to reflect ANGEL's restated financial statements and unaudited pro forma information. Certain elements of ANGEL's balance sheet as of December 31, 2008 have been restated to reflect the tax benefit of approximately $1.0 million related to the exercise of certain stock options during 2008. This benefit resulted in an approximate $0.3 million reduction of ANGEL's income tax liability as of December 31, 2008. Additionally, ANGEL's net deferred income taxes as of December 31, 2008 increased by $0.1 million, due to certain tax credits that could not be currently utilized. ANGEL's additional paid-in capital also increased by approximately $0.4 million to reflect the tax benefit of the exercise. These adjustments were made subsequent to the filing of Amendment No. 1 to the Current Report and is further discussed in Note 13 to the financial statements contained in Exhibit 99.2 to this Amendment No. 2. ANGEL's financial statements contained in Exhibit 99.2 and the unaudited pro forma information contained in Exhibit 99.3 have been restated to reflect these adjustments.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired The following financial statements are attached hereto as Exhibit 99.2 and incorporated herein by reference:
• Independent Accountants' Report

• Balance Sheets as of December 31, 2008 and December 31, 2007

• Statements of Income for each of the two years ended December 31, 2008

• Statements of Stockholders' Equity for each of the two years ended December 31, 2008

• Statements of Cash Flows for each of the two years ended December 31, 2008

• Notes to Financial Statements

(b) Unaudited Pro Forma Financial Information The following pro forma financial information is attached hereto as Exhibit 99.3 and incorporated herein by reference.
• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2008

• Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2008

• Notes to Unaudited Pro Forma Consolidated Financial Statements

(d) Exhibits

2.1 (1) Agreement and Plan of Merger, dated as of May 1, 2009, by and among Blackboard Inc., Football Merger Sub Inc., ANGEL Learning, Inc., and Christopher D. Clapp, in his capacity as the Shareholder Representative. 23.1 Consent of BKD, LLP 99.1* Press Release dated May 11, 2009 reporting the completion of the Merger. 99.2 Financial Statements listed in Item 9.01(a) 99.3 Unaudited Pro Forma Financial Information listed in Item 9.01(b)

(1) Incorporated by reference from Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2009 (File No. 000-50784).

* Previously furnished as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2009. Exhibit 99.1 shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

-2-

---