UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
January 27, 2010
Date of Report (Date of earliest event reported)
| Archipelago Learning, Inc. |
| (Exact name of registrant as specified in its charter) |
| |
| Delaware | 001-34555 | 27-0767387 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| |
| 3400 Carlisle St., Suite 345 | |
| Dallas, Texas | 75204 |
| (Address of principal executive offices) | (Zip Code) |
| |
| (800) 419-3191 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2010, Mr. Thomas F. Hedrick was appointed to the Board of Directors of Archipelago Learning, Inc. (the “Company”), joining Brian Hall, Tim McEwen, Michael Powell, David Phillips and Peter Wilde. Mr. Hedrick was also appointed to the Company’s Audit Committee.
Mr. Hedrick will be paid an annual retainer of $20,000 and a fee of $1,000 for each meeting attended. Mr. Hedrick elected for the annual retainer to be paid 100% in shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Mr. Hedrick will also receive an annual restricted share award with a grant date fair market value of $25,000, which will vest on the first anniversary of the grant date, for each continued year of service. On January 27, 2010, Mr. Hedrick received 403 shares of Common Stock, representing the pro-rated portion of payment of his annual retainer as a board member and 504 shares of restricted Common Stock, representing the pro-rated portion of payment of his annual restricted share award. The Company also reimburses all directors for reasonable expenses incurred to attend meetings of the board of directors or committees.
Other than as described above, there are (1) no arrangements or understandings between Mr. Hedrick and any other person pursuant to which Mr. Hedrick was appointed to the Board of Directors, and (2) no transactions between Mr. Hedrick and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | 99.1 | Press Release issued on January 28, 2010 by Archipelago Learning, Inc. |
SIGNATURES
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.
| | ARCHIPELAGO LEARNING, INC. |
| | |
| | /s/ Tim McEwen |
| | Name: | Tim McEwen |
| | Title: | President and Chief Executive Officer |
| | | |
| | | |
| | | |
| Date: January 29, 2010 | | |
EXHIBIT INDEX
| Exhibit | | Description |
| 99.1 | | Press Release issued on January 28, 2010 by Archipelago Learning, Inc. |
