SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Delaware | 001-07680 | 36-3580106 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1800 Valley View Lane, Suite 400, Dallas, TX | 75234-8923 | |
(Address of principal executive offices) | (Zip Code) |
þ | 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)) |
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
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). |
Date: August 21, 2009 | ||||
VOYAGER LEARNING COMPANY | ||||
By: | /s/ Bradley C. Almond | |||
Bradley C. Almond | ||||
Senior Vice President, Chief Financial Officer |
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). |