-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4FicOdz30gokIqpw/+2ApdrZv51P1hqEHDJgiXmk/fXdqTeBJ18CJKnIk8Rt91V HTdxXJy7X9RwT5T2t08aIQ== 0001144204-08-010148.txt : 20080215 0001144204-08-010148.hdr.sgml : 20080215 20080215163620 ACCESSION NUMBER: 0001144204-08-010148 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Camden Learning CORP CENTRAL INDEX KEY: 0001399855 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830479936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83418 FILM NUMBER: 08623171 BUSINESS ADDRESS: STREET 1: 500 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6800 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13G 1 v103986_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D. C. 20549
 
SCHEDULE 13G
(Rule 13-d-102)

(Amendment No. )

Camden Learning Corporation
(Name of Issuer)
 
Common Stock, $.0001 Par Value Per Share
(Title of Class of Securities)
 
132863127
(CUSIP Number of Class of Securities)
 
November 30, 2007
(Date of Event which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
   
 
o RULE 13d-1(b)
x RULE 13d-1(c)
o     RULE 13d-1(d)
 
 
CUSIP No. 132863127
  
 
1)
Name of Reporting Person
   
 
Wynnefield Partners Small Cap Value, L.P.
   
 
 
2)
Check The Appropriate Box If A Member Of A Group (See Instructions)
 
(a)
 
(b) x Reporting person is affiliated with other persons
   
3)
SEC Use Only
 
   
4)
Citizenship Or Place of Organization: Delaware
 
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
100,000 shares
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
0
 
 
     
EACH
REPORTING
7)
Sole Dispositive Power:
100,000 shares
     
PERSON
WITH
8)
Shared Dispositive Power:
0
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000 shares
   
10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares o
 (See Instructions)
   
11)
Percent of Class Represented by Amount In Row (9):
1.2%
 
12)
Type of Reporting Person (See Instructions) PN
 
 
2
 
CUSIP No. 132863127
 
1)
Name of Reporting Person
   
 
Wynnefield Partners Small Cap Value, L.P. I
   
   
2)
Check the Appropriate Box If a Member of a Group  (See Instructions)
 
(a)
 
(b) x Reporting person is affiliated with other persons
   
3)
SEC USE ONLY
 
   
4)
Citizenship or Place of Organization: Delaware
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
225,000 shares
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power:
 
     
EACH
REPORTING
7)
Sole Dispositive Power:
225,000 shares
     
PERSON
WITH 
8)
Shared Dispositive Power
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
225,000 shares
   
10)
Check If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
   
11)
Percent of Class Represented by Amount in Row (9):
2.7%
   
12)
Type of Reporting Person :PN
 
3
 
CUSIP No. 132863127
  
 
1)
Name of Reporting Person
   
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
   
   
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) x Reporting person is affiliated with other persons
   
3)
SEC USE ONLY
 
 
  
4)
Citizenship or Place of Organization: Cayman Islands
 
   
NUMBER OF
SHARES
5)
Sole Voting Power:
112,500 shares
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
     
EACH
REPORTING 
7)
Sole Dispositive Power:
112,500 shares
     
PERSON
WITH 
8)
Shared Dispositive Power
 
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
112,500 shares
   
10)
Check If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
   
11)
Percent of Class Represented by Amount in Row (9):
1.4%
   
12)
Type of Reporting Person (See Instructions) CO
 

4
 
CUSIP No. 132863127
  
 
1)
Name of Reporting Person
   
 
Wynnefield Capital Management, LLC
   
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b)x Reporting person is affiliated with other persons
   
3)
SEC USE ONLY
 
   
4)
Citizenship or Place of Organization: New York
 
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
325,000 shares (1)
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
     
EACH
REPORTING 
7)
Sole Dispositive Power:
325,000 shares (1)
     
PERSON
WITH 
8)
Shared Dispositive Power
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
325,000 shares (1)
   
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
   
11)
Percent of Class Represented by Amount in Row (9):
4.0% (1)
   
12)
Type of Reporting Person: OO (Limited Liability Company)
 
 
(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.
 
5
 
CUSIP No. 132863127
 
1)
Name of Reporting Person
   
 
Wynnefield Capital, Inc.
   
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b)x Reporting person is affiliated with other persons
   
3)
SEC USE ONLY
 
   
4)
Citizenship or Place of Organization: Cayman Islands
 
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
112,500 shares (1)
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
     
EACH
REPORTING 
7)
Sole Dispositive Power:
112,500 shares (1)
     
PERSON
WITH 
8)
Shared Dispositive Power
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
112,500 shares (1)
   
10)
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
   
11)
Percent of Class Represented by Amount in Row (9):
1.4% (1)
   
12)
Type of Reporting Person (See Instructions) CO
 

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.
 
 
6
 
CUSIP No. 132863127
 
1)
Name of Reporting Person
   
 
Nelson Obus
   
2)
Check The Appropriate Box If A Member Of A Group (See Instructions)
 
(a)
 
(b)x Reporting person is affiliated with other persons
   
3)
SEC Use Only
 
   
4)
Citizenship Or Place Of Organization: Delaware
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
437,500 shares (1)
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
0
     
EACH
REPORTING 
7)
Sole Dispositive Power:
437,500 shares (1)
     
PERSON
WITH 
8)
Shared Dispositive Power
0
 
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
437,500 shares (1)
   
10)
Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares o 
(See Instructions)
 
  
11)
Percent of Class Represented by Amount in Row (9):
5.3%
   
12)
Type of Reporting Person (See Instructions) IN
 

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund). The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
 
7
 
CUSIP No. 132863127
 
1)
Name of Reporting Person
   
 
Joshua Landes
   
2)
Check The Appropriate Box If A Member Of A Group (See Instructions)
 
(a)
 
(b)x Reporting person is affiliated with other persons
   
3)
SEC USE ONLY
 
   
4)
Citizenship Or Place Of Organization: Delaware
 
   
 
NUMBER OF
SHARES
5)
Sole Voting Power:
437,500 shares (1)
     
BENEFICIALLY
OWNED BY
6)
Shared Voting Power
0
     
 
    
EACH
REPORTING 
7)
Sole Dispositive Power:
437,500 shares (1)
     
PERSON
WITH 
8)
Shared Dispositive Power
0
 
9)
Aggregate Amount Beneficially Owned By Each Reporting Person:
437,500 shares (1)
   
10)
Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)
 
  
11)
Percent of Class Represented by Amount in Row (9):
5.3%
   
12)
Type of Reporting Person (See Instructions) IN
 

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, and Wynnefield Small Cap Value Offshore Fund, because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.
 
8
 
ITEM 1
(a). Name of Issuer:
   
  Camden Learning Corporation
   
ITEM 1
(b). Address of Issuer's Principal Executive Offices:
   
 
500 East Pratt Street, Suite 1200
Baltimore, Maryland 21202, United States                                     
   
ITEM  2 (a). Names of Persons Filing:
   
  Wynnefield Partners Small Cap Value, L.P. ("Partners")             
   
 
Wynnefield Partners Small Cap Value, L.P. I ("Partners I")         
   
   Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund")      
   
  Wynnefield Capital Management, LLC ("WCM")                        
   
  Wynnefield Capital, Inc. ("WCI")                                                   
 
  Nelson Obus                                                                                        
   
  Joshua Landes                                                                                    
   
ITEM 2 (b). Address of Principal Business Office Or, If None, Residence:
   
  450 Seventh Avenue, Suite 509, New York, New York 10123      
   
ITEM 2(c).    Citizenship:
   
  Partners and Partners I are Delaware limited partnerships.          
   
  Fund and WCI are Cayman Islands companies.                            
   
  WCM is a New York limited liability company.                             
   
  Mr. Obus is a United States citizen.                                                
   
 
Mr. Landes is a United States citizen.                                             
   
ITEM 2(d).
Title of Class of Securities:
   
 
Common Stock, $.0001 Par Value Per Share
   
 
9
 
ITEM 2(e). CUSIP Number:  132863127
   
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
   
  o Broker or dealer registered under Section 15 of the Act.
   
  o Bank as defined in Section 3(a)(6) of the Act.
   
  o Insurance company as defined in Section 3(a)(19) of the Act.
   
  o Investment company registered under Section 8 of the Investment Company Act of 1940.
   
  o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
   
  o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
   
  o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
   
  o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
  o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
   
  o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
  This statement is filed pursuant to Rule 13d-1(c).
   
ITEM 4. Ownership:
 
(a) Amount beneficially owned by all reporting persons: 437,500 shares

(b) Percent of class: 5.3% of Common Stock.
      * Based on 8,188,800 shares of Common Stock outstanding as of December 19, 2007, as reported in the Issuer's reports on Form 8-K filed on
         December 11, 2007 and December 19, 2007.
(c) Number of shares as to which the reporting persons have:
(i) sole power to vote or to direct the vote:
437,500 shares
(ii) shared power to vote or to direct the vote:
 
(iii) sole power to dispose or to direct the disposition:
437,500 shares
(iv) shared power to dispose or to direct the disposition:
 
10
 
ITEM 5. Ownership of five percent or less of a class.

Not applicable.
 
ITEM 6. Ownership of more than five percent on behalf of another person.

Not applicable.
 
ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.

Not applicable.
 
ITEM 8. Identification and classification of members of the group.

See Item 2 (a) - (c).
 
ITEM 9. Notice of dissolution of group.

Not applicable.
 
ITEM 10. Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.
 
11
 
SIGNATURE
 
After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 15, 2008
 
   WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
  By:
Wynnefield Capital Management, LLC,
General Partner
     
    By:  /s/ Nelson Obus
   
Nelson Obus, Managing Member                                                   

 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
 
By:
Wynnefield Capital Management, LLC,
General Partner
     
   
By: /s/ Nelson Obus
   
Nelson Obus, Managing Member                                                   
 
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
 
By:
Wynnefield Capital, Inc.
     
   
By: /s/ Nelson Obus
   
Nelson Obus, President
     
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
 
    By: /s/ Nelson Obus
     
       Nelson Obus, Co-Managing Member
     
  WYNNEFIELD CAPITAL, INC.
     
    By: /s/ Nelson Obus
         Nelson Obus, President
 
 
/s/ Nelson Obus
          Nelson Obus, Individually
   
 
 /s/ Joshua Landes
          Joshua Landes, Individually
 
12
 
AGREEMENT OF JOINT FILING
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of common stock, $0.0001 par value per share, of Camden Learning Corporation, a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

Dated: February 15, 2008
 
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
  By:
Wynnefield Capital Management, LLC,
General Partner
     
    By: /s/ Nelson Obus
   
Nelson Obus, Managing Member
     
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
  By:
Wynnefield Capital Management, LLC,
General Partner
     
    By:  /s/ Nelson Obus
   
Nelson Obus, Managing Member
     
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
  By: Wynnefield Capital, Inc.
     
    By: /s/ Nelson Obus
   
Nelson Obus, President
     
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
  By: /s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
     
     
  WYNNEFIELD CAPITAL, INC.
   
     
  By: /s/ Nelson Obus
 
Nelson Obus, President
     
 
/s/ Nelson Obus
 
Nelson Obus, Individually
     
     
  /s/ Joshua Landes
 
Joshua Landes, Individually
   
 
 
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