8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2009

Voyager Learning Company
(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (214) 932-9500

(Former name or former address if changed since last report.)

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:

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))

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2009, Voyager Learning Company (“Voyager”) issued a press release (the “Press Release”) announcing its financial results for the three and nine months ended September 30, 2009. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 8.01 Other Events.

The Press Release described under Item 2.02 above is incorporated by reference into this Item 8.01.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Number	Exhibit
99.1	Press Release, dated November 5, 2009

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.

Date: November 5, 2009

VOYAGER LEARNING COMPANY

By: /s/ Todd W. Buchardt                                                
Name: Todd W. Buchardt
Title: Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release, dated November 5, 2009

EX-99.1

Exhibit 99.1

Contact:
Shannan Overbeck
Investor Relations
(214) 932-9476
soverbeck@voyagerlearning.com

VOYAGER LEARNING COMPANY ANNOUNCES Q3 EARNINGS

DALLAS, November 5, 2009 — Voyager Learning Company (OTC: VLCY.PK) (“the Company”), a publisher of education materials and provider of education solutions in the K-12 market, today reported financial results for its third quarter and year-to-date periods ended September 30, 2009. All results should be considered preliminary pending the Company’s filing of its quarterly report on Form 10-Q.

Net sales for the three months and nine months ended September 30, 2009 were $32.6 million and $79.6 million, respectively, compared to net sales for the three months and nine months ended September 30, 2008 of $27.3 million and $76.4 million, respectively. Adjusted EBITDA for the three months and nine months ended September 30, 2009 was $8.6 million and $17.4 million, respectively, compared to Adjusted EBITDA for the three months and nine months ended September 30, 2008 of $5.2 million and $10.3 million, respectively.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are measures that are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have been included in this announcement because the Company believes they provide useful information to investors because they reflect the underlying performance of the ongoing operations of the Company from management’s perspective. Investors are encouraged to review the reconciliations attached to this announcement of the non-GAAP financial measures used in this announcement to their most directly comparable GAAP financial measures.

Investor Conference Call

The Company will hold a conference call today at 4:00 p.m. Eastern Time. The call will address the Company’s unaudited financial results through September 30, 2009, as well as Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Form S-4”) filed by Cambium Learning Group, Inc. (formerly known as Cambium-Voyager Holdings, Inc.), in connection with the Company’s proposed business combination with Cambium Learning, Inc. Cambium Learning Group, Inc. filed the Amended Form S-4 with the Securities and Exchange Commission on October 30, 2009.

To listen to the Company’s upcoming conference call, please dial (888) 688-0384 and enter ID # 36039794 at 4:00 p.m. Eastern Time on Thursday, November 5, 2009. The call will be recorded and archived until November 19, 2009, and can be replayed by calling (800) 642-1687 and entering ID # 36039794. The conference call will also be webcast and archived on the Company’s website at www.voyagercompany.com under the heading “Investor Relations” and then under the tab “Events and Company Presentations.”

About Voyager Learning Company

Voyager Learning Company (OTC: VLCY.PK) is based in Dallas, Texas, and is a publisher of education materials and provider of education solutions serving the K-12 market. Through its product lines, which include Voyager Expanded Learning, ExploreLearning and Learning A-Z, the Company is a leading provider of K-12 curriculum products, in-school core reading programs, reading and math intervention programs, and professional development programs for school districts throughout the United States.

Additional Information

On August 6, 2009, Cambium Learning Group, Inc. filed with the SEC a registration statement on Form S-4 (the “Form S-4”) containing a preliminary proxy statement/prospectus regarding the proposed business combination of the Company and Cambium Learning, Inc. On October 9, 2009 and October 30, 2009, Cambium Learning Group, Inc. filed Amendment No. 1 and Amendment No. 2 to the Form S-4, respectively. 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 Learning Group, Inc., Cambium Learning, Inc., the Company, the business combination and related matters. The Company 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 the Company with the SEC regarding this transaction, free of charge, from the Company’s website (www.voyagercompany.com) under the heading “Investor Relations” and then under the tab “SEC Filings.”

Cambium Learning Group, Inc., the Company, Cambium Learning, Inc. and their respective directors, executive officers and various other members of management and employees may be soliciting proxies from the Company’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 the Company’s stockholders is included in the preliminary proxy statement/prospectus described above and will be included in the final proxy statement/prospectus when available.

###

VOYAGER LEARNING COMPANY
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008
Net sales	$	32,575		$	27,267		$	79,584		$	76,418
Cost of sales (exclusive of depreciation and amortization shown separately below)		(10,694	)		(9,956	)		(26,298	)		(27,837	)
Gross profit		21,881			17,311			53,286			48,581
Research and development expense		(1,274	)		(1,141	)		(3,436	)		(3,743	)
Sales and marketing expense		(8,541	)		(8,005	)		(22,615	)		(25,410	)
General and administrative expense		(5,939	)		(8,077	)		(18,379	)		(24,286	)
Depreciation and amortization expense		(4,922	)		(5,258	)		(14,605	)		(16,083	)
Goodwill impairment		(5,191	)		—			(27,175	)		—
Lease termination costs		—			—			—			(11,673	)
Loss before interest, other income (expense) and income taxes		(3,986	)		(5,170	)		(32,924	)		(32,614	)
Net interest income (expense):
Interest income		9			136			70			712
Interest expense		(135	)		(77	)		(611	)		(231	)
Net interest income (expense)		(126	)		59			(541	)		481
Other income (expense), net		(230	)		1			954			790
Loss before income taxes		(4,342	)		(5,110	)		(32,511	)		(31,343	)
Income tax benefit (expense)		(366	)		—			81			—
Net loss	$	(4,708	)	$	(5,110	)	$	(32,430	)	$	(31,343	)
Net loss per common share:
Basic net loss per common share	$	(0.16	)	$	(0.17	)	$	(1.09	)	$	(1.05	)
Diluted net loss per common share	$	(0.16	)	$	(0.17	)	$	(1.09	)	$	(1.05	)
Average number of common shares and equivalents outstanding:
Basic		29,874			29,871			29,874			29,871
Diluted		29,874			29,871			29,874			29,871

VOYAGER LEARNING COMPANY
Condensed Consolidated Balance Sheets
(in thousands, except per share data)

	September 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	85,325		$	67,302
Accounts receivable, net		14,789			7,371
Income tax receivable		4,684			19,782
Inventory		12,568			15,196
Other current assets		7,451			33,826
Total current assets		124,817			143,477
Property, equipment and software at cost		19,708			16,543
Accumulated depreciation and amortization		(12,498	)		(9,718	)
Net property, equipment and software		7,210			6,825
Goodwill		72,542			99,717
Acquired curriculum intangibles, net		30,437			38,594
Other intangible assets, net		4,503			5,218
Developed curriculum, net		8,994			8,903
Other assets		1,536			1,363
Total assets	$	250,039		$	304,097
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of capital lease obligations	$	152		$	149
Accounts payable		1,773			1,962
Accrued expenses		14,699			40,866
Deferred revenue, less long-term portion		32,216			27,917
Total current liabilities		48,840			70,894
Long-term liabilities:
Capital lease obligations, less current maturities		63			96
Other liabilities		21,029			20,348
Total long-term liabilities		21,092			20,444
Commitments and contingencies
Shareholders’ equity:
Common stock ($.001 par value, 50,000 shares authorized, 30,550 shares issued and 29,874 shares outstanding at September 30, 2009, and December 31, 2008)		30			30
Capital surplus		357,823			357,741
Accumulated earnings (deficit)		(161,657	)		(129,227	)
Treasury stock, at cost (676 shares at September 30, 2009 and at December 31, 2008)		(16,836	)		(16,836	)
Other comprehensive income (loss):
Pension and postretirement plans, net of tax benefit of $392 and $713 at September 30, 2009 and December 31, 2008, respectively		788			1,093
Net unrealized gain (loss) on securities, net of tax expense of $39 at September 30, 2009 and December 31, 2008		(41	)		(42	)
Accumulated other comprehensive income		747			1,051
Total shareholders’ equity		180,107			212,759
Total liabilities and shareholders’ equity	$	250,039		$	304,097

VOYAGER LEARNING COMPANY
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

	Nine Months Ended
	September 30,			September 30,
	2009			2008
Operating activities:
Net loss	$	(32,430	)	$	(31,343	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Goodwill impairment		27,175			—
Depreciation and amortization		14,605			16,083
Non-cash lease termination costs		—			673
Stock-based compensation		220			688
Loss (gain) on sale of available for sale securities		1			(136	)
Deferred income taxes		60			—
Non-cash tax benefit		(321	)		—
Changes in operating assets and liabilities:
Accounts receivable, net		(7,418	)		(11,329	)
Income tax receivable		15,098			1,445
Inventory		2,628			(1,668	)
Other current assets		14,707			4,430
Other assets		(173	)		(11	)
Accounts payable		(189	)		(360	)
Accrued expenses		(26,167	)		(10,004	)
Deferred revenue		6,010			7,593
Other long-term liabilities		(657	)		(1,838	)
Other, net		(16	)		53
Net cash provided by (used in) operating activities		13,133			(25,724	)
Investing activities:
Expenditures for property, equipment, developed curriculum, and software		(6,112	)		(5,904	)
Purchases of equity investments available for sale		(10	)		(675	)
Proceeds from sales of equity investments available for sale		11,139			1,756
Net cash provided by (used in) investing activities		5,017			(4,823	)
Financing activities:
Principal payments under capital lease obligations		(127	)		(208	)
Net cash used in financing activities		(127	)		(208	)
Increase (decrease) in cash and cash equivalents		18,023			(30,755	)
Cash and cash equivalents, beginning of period		67,302			53,868
Cash and cash equivalents, end of period	$	85,325		$	23,113

VOYAGER LEARNING COMPANY
RECONCILIATION OF NET LOSS TO ADJUSTED LOSS BEFORE INTEREST, OTHER INCOME (EXPENSE),
INCOME TAXES AND DEPRECIATION AND AMORTIZATION (EBITDA)
(in thousands)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008
Net loss	$	(4,708	)	$	(5,110	)	$	(32,430	)	$	(31,343	)
Interest (income) expense, net		126			(59	)		541			(481	)
Other (income) expense, net		230			(1	)		(954	)		(790	)
Income tax (benefit) expense		366			—			(81	)		—
Loss before interest, other income (expense), and income taxes		(3,986	)		(5,170	)		(32,924	)		(32,614	)
Depreciation and amortization		4,922			5,258			14,605			16,083
Loss before interest, other income (expense), income taxes and depreciation and amortization (EBITDA)		936			88			(18,319	)		(16,531	)
Non-recurring or non-operating costs included in EBITDA but excluded from Adjusted EBITDA:
Goodwill impairment		5,191			—			27,175			—
Lease termination costs		—			—			—			11,673
Merger related costs		1,043			—			6,146			—
Non-recurring corporate overhead costs primarily related to delinquent SEC filings and transition of the corporate office		1,394			5,135			2,433			15,122
Adjusted EBITDA	$	8,564		$	5,223		$	17,435		$	10,264