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):  06/26/2007

Voyager Learning Company

(Exact name of registrant as specified in its charter)

Commission File Number:  1-3246

Delaware	36-3580106
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

789 Eisenhower Parkway

P.O. Box 1346

Ann Arbor, MI 48104

(Address of principal executive offices, including zip code)

734.761.4700

(Registrant’s telephone number, including area code)

ProQuest Company

(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:

[  ]   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))

Information to be included in the report

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 30, 2007 ProQuest Company ("the Company") amended Article I of its Certificate of Incorporation solely to change the corporate name from "ProQuest Company" to "Voyager Learning Company". The name change and amendment were completed pursuant to Section 253(b) of the Delaware General Corporation Law through a merger of the Company's wholly-owned subsidiary, Voyager Learning Company with and into the Company. A copy of the Company's Certificate of Incorporation solely to reflect the Company's new corporate name, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01.    Other Events

On June 26, 2007, the Board of Directors of the Company approved a reduction in the Board of Directors fees for the twelve month period commencing July 1, 2007. The reduced fees are as follows:

        Annual Cash Retainer is reduced from $50,000 to $30,000.

        Meeting fees reduced from $2,000 per meeting to zero.

        Equity based compensation reduced from $25,000 to $20,000 per year.

The 2007 equity based award will be a cash based award pursuant to Section 6.09 of the Company's 2003 Strategic Performance Plan. Each director will receive 1,594 units, the calculation of which is based on the $20,000 equity based fee divided by the six-month average stock price from July 1, 2006 to December 31, 2006. As of December 29, 2007 each director will b e entitled to receive a cash payment equal to the product of the 1,594 units multiplied by the closing stock price on December 28, 2007.

The fees for committee membership will not be modified from the previous compensation structure. The fees will be $15,000 for each member of the Audit Committee and an additional $10,000 for the Audit Committee Chairperson. Each member of the Compensation Committee and the Nominating and Governance Committee will receive $6,000 and the Chairperson of each committee will receive an additional $10,000. The Company will continue to reimburse directors for out of pocket expenses incurred to attend the meetings.

Mr. Oberndorf, Chairman of the Board of Directors, has waived his right to receive Board of Director, Committee, and Chairperson Committee fees for 2007. Mr. Oberndorf will continue to receive payment for expenses incurred to attend the Board meetings.

Item 9.01.    Financial Statements and Exhibits

Exhibit 3.1    Certificate of Ownership and Merger

Exhibit 99.1    Press Release by ProQuest Company, dated June 29, 2007.

Signature(s)

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.

		Voyager Learning Company
Date: July 02, 2007	By:	/s/    Todd W. Buchardt
		Todd W. Buchardt
		Senior Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit No.	Description
EX-3.1	Certificate of Ownership as filed with the Secretary of State of the State of Delaware on June 29, 2007
EX-99.1	Press Release

EX-3.1 2 rrd162696_20710.htm CERTIFICATE OF OWNERSHIP AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON JUNE 29, 2007

CERTIFICATE OF OWNERSHIP AND MERGER

OF

VOYAGER LEARNING COMPANY

(a Delaware corporation)

INTO

PROQUEST COMPANY

(a Delaware corporation)

* * * *

PROQUEST COMPANY a corporation organized and existing under the Delaware General Corporation Law, DOES HEREBY CERTIFY THAT:

1. Voyager Learning Company is a business corporation incorporated on June 20, 2007 under the laws of the State of Delaware ("Voyager").
2. ProQuest Company is a business corporation incorporated on December 10, 1987 under the laws of the State of Delaware ("ProQuest").
3. ProQuest is the owner of all of the outstanding shares of stock of Voyager and Voyager hereby merges itself with and into ProQuest (the "Merger") which shall be the surviving corporation (the "Surviving Corporation").
4. The name of the Surviving Corporation shall be changed to "Voyager Learning Company" a Delaware corporation.
5. Article First of the Amended and Restated Certificate of Incorporation of the Surviving Corporation is hereby amended to read as follows:

"FIRST: The name of the corporation is Voyager Learning Company."

6. The Board of Directors of ProQuest by unanimous written consent dated June 21, 2007 approved and adopted the following resolutions for the merger of Voyager into ProQuest:

RESOLVED, that the merger of Voyager with and into ProQuest pursuant to the terms set forth in the Agreement of Merger substantially in the form distributed to the Board of Directors is hereby authorized and approved; and

FURTHER RESOLVED, that the surviving corporation to the merger shall have the corporate name "Voyager Learning Company;"

FURTHER RESOLVED, that the officers of ProQuest are authorized and directed to take any and all actions and execute and deliver any and all documents, including a Certificate of Ownership and Merger, necessary or desirable to effect the Merger.

7. This Certificate of Ownership and Merger shall be effective at 11:59 p.m. on June 30, 2007.

IN WITNESS WHEREOF, ProQuest Company has caused this Certificate of Ownership and Merger to be signed by an authorized officer, this 26th day of June, 2007.

PROQUEST COMPANY

/s/ Todd W. Buchardt

Title: Senior Vice President

EX-99.1 3 rrd162696_20762.htm PRESS RELEASE

Contacts:
Jennifer Chelune
Investor Relations Manager
(734) 997-4910
jennifer.chelune@proquest.com

PROQUEST ANNOUNCES EARNINGS CALL AND NAME CHANGE

Expects to File 2005 Restated Consolidated Financial Statements in 45 to 60 Days

Ann Arbor, Michigan, June 29, 2007 - ProQuest Company (OTC: PQES.PK, "the Company"), a publisher of education materials and provider of education solutions in the K-12 market, will hold a conference call to discuss first half 2007 results on Thursday, July 26, 2007 at 3:00 p.m. Eastern Time. The call will be based on preliminary unaudited results through June 30, 2007 for its Voyager Expanded Learning, Learning A-Z and ExploreLearning businesses.

The Company also reported today that it will change its name to Voyager Learning Company effective Saturday, June 30, 2007. The name change is being made pursuant to the terms of the sale of ProQuest Information and Learning to Cambridge Information Group (CIG) in February 2007 under which CIG acquired the rights to the ProQuest name. Effective Monday, July 2, 2007, the Company's corporate website address will change to www.voyagercompany.com.

Also effective with the opening of business on Monday, July 2, 2007 the Company's ticker symbol will change from PQES to VLCY, with no interruption of trading in the Company's shares. The new name and ticker symbol will have no effect on the number of shares owned by current shareholders. The name change will be automatic and shareholders will own the same number of shares of Voyager Learning Company as they own of ProQuest Company.

The Company also announced that it now expects to file its 2005 10-K, including its restated consolidated financial statements, in the next 45 to 60 days. Previously the Company announced in its March 21, 2007 press release that it anticipated filing its 2005 10-K in the second quarter of 2007. While the Company and its independent auditor, KPMG LLP ("KPMG"), have made significant progress, finalizing open issues has been more difficult than expected. There can be no assurance that additional issues will not be identified which could further delay the filing of the 2005 10-K.

To listen to the Company's upcoming conference call, please dial (888) 688-0384 at 3:00 p.m. Eastern Time on Thursday, July 26, 2007. The call will be recorded and archived until Thursday, August 2, 2007 and can be replayed by calling (800) 642-1687, and entering ID#6064132. The conference call will also be webcast and archived at the Company's website (which effective Monday, July 2, 2007 will be www.voyagercompany.com).

About ProQuest Company

ProQuest Company (OTC:PQES.PK) is based in Ann Arbor, Michigan, 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. 

Forward-Looking Statements

Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, the results of our pending restatement process, and our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our markets' actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors you should specifically consider include, but are not limited to the Company's ability to successfully conclude the review and restatement of its financial results, the discovery of additional restatement items, litigation, loss of key personnel, success of ongoing product development, maintaining acceptable margins, ability to control costs, changes in customer demands or industry standards, the ability to successfully attract and ret ain customers, the ability to sell additional products to existing customers and win new business from new customers, the ability to maintain a broad customer base to avoid dependence on any one single customer, potential disruption to our sales and marketing efforts and thus to our ability to win new business due to the change in the name of our Company, the risk that our competitors will seek to capitalize on the risks and uncertainties affecting the Company, including but not limited to those related to the restatement, K-12 enrollment and demographic trends, the level of educational and education technology funding, the impact of federal, state and local regulatory requirements on the Company's business, the impact on the Company's stock price and trading volume as a result of the Company's common stock being traded over-the-counter, the impact of competition and the uncertainty of economic conditions in general, financial market performance, and other risks listed under "Risk Factors" in our filings wi th the Securities and Exchange Commission. In some cases, you can identify forward- looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," "projects," "intends," "prospects," "priorities," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. The Company undertakes no obligation to update any of these statements.

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EX-3.1

CERTIFICATE OF OWNERSHIP AND MERGER

OF

VOYAGER LEARNING COMPANY

(a Delaware corporation)

INTO

PROQUEST COMPANY

(a Delaware corporation)

* * * *

PROQUEST COMPANY a corporation organized and existing under the Delaware General Corporation Law, DOES HEREBY CERTIFY THAT:

1. Voyager Learning Company is a business corporation incorporated on June 20, 2007 under the laws of the State of Delaware ("Voyager").
2. ProQuest Company is a business corporation incorporated on December 10, 1987 under the laws of the State of Delaware ("ProQuest").
3. ProQuest is the owner of all of the outstanding shares of stock of Voyager and Voyager hereby merges itself with and into ProQuest (the "Merger") which shall be the surviving corporation (the "Surviving Corporation").
4. The name of the Surviving Corporation shall be changed to "Voyager Learning Company" a Delaware corporation.
5. Article First of the Amended and Restated Certificate of Incorporation of the Surviving Corporation is hereby amended to read as follows:

"FIRST: The name of the corporation is Voyager Learning Company."

6. The Board of Directors of ProQuest by unanimous written consent dated June 21, 2007 approved and adopted the following resolutions for the merger of Voyager into ProQuest:

RESOLVED, that the merger of Voyager with and into ProQuest pursuant to the terms set forth in the Agreement of Merger substantially in the form distributed to the Board of Directors is hereby authorized and approved; and

FURTHER RESOLVED, that the surviving corporation to the merger shall have the corporate name "Voyager Learning Company;"

FURTHER RESOLVED, that the officers of ProQuest are authorized and directed to take any and all actions and execute and deliver any and all documents, including a Certificate of Ownership and Merger, necessary or desirable to effect the Merger.

7. This Certificate of Ownership and Merger shall be effective at 11:59 p.m. on June 30, 2007.

IN WITNESS WHEREOF, ProQuest Company has caused this Certificate of Ownership and Merger to be signed by an authorized officer, this 26th day of June, 2007.

PROQUEST COMPANY

/s/ Todd W. Buchardt

Title: Senior Vice President

EX-99.1

Contacts:
Jennifer Chelune
Investor Relations Manager
(734) 997-4910
jennifer.chelune@proquest.com

PROQUEST ANNOUNCES EARNINGS CALL AND NAME CHANGE

Expects to File 2005 Restated Consolidated Financial Statements in 45 to 60 Days

Ann Arbor, Michigan, June 29, 2007 - ProQuest Company (OTC: PQES.PK, "the Company"), a publisher of education materials and provider of education solutions in the K-12 market, will hold a conference call to discuss first half 2007 results on Thursday, July 26, 2007 at 3:00 p.m. Eastern Time. The call will be based on preliminary unaudited results through June 30, 2007 for its Voyager Expanded Learning, Learning A-Z and ExploreLearning businesses.

The Company also reported today that it will change its name to Voyager Learning Company effective Saturday, June 30, 2007. The name change is being made pursuant to the terms of the sale of ProQuest Information and Learning to Cambridge Information Group (CIG) in February 2007 under which CIG acquired the rights to the ProQuest name. Effective Monday, July 2, 2007, the Company's corporate website address will change to www.voyagercompany.com.

Also effective with the opening of business on Monday, July 2, 2007 the Company's ticker symbol will change from PQES to VLCY, with no interruption of trading in the Company's shares. The new name and ticker symbol will have no effect on the number of shares owned by current shareholders. The name change will be automatic and shareholders will own the same number of shares of Voyager Learning Company as they own of ProQuest Company.

The Company also announced that it now expects to file its 2005 10-K, including its restated consolidated financial statements, in the next 45 to 60 days. Previously the Company announced in its March 21, 2007 press release that it anticipated filing its 2005 10-K in the second quarter of 2007. While the Company and its independent auditor, KPMG LLP ("KPMG"), have made significant progress, finalizing open issues has been more difficult than expected. There can be no assurance that additional issues will not be identified which could further delay the filing of the 2005 10-K.

To listen to the Company's upcoming conference call, please dial (888) 688-0384 at 3:00 p.m. Eastern Time on Thursday, July 26, 2007. The call will be recorded and archived until Thursday, August 2, 2007 and can be replayed by calling (800) 642-1687, and entering ID#6064132. The conference call will also be webcast and archived at the Company's website (which effective Monday, July 2, 2007 will be www.voyagercompany.com).

About ProQuest Company

ProQuest Company (OTC:PQES.PK) is based in Ann Arbor, Michigan, 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. 

Forward-Looking Statements

Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, the results of our pending restatement process, and our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our markets' actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors you should specifically consider include, but are not limited to the Company's ability to successfully conclude the review and restatement of its financial results, the discovery of additional restatement items, litigation, loss of key personnel, success of ongoing product development, maintaining acceptable margins, ability to control costs, changes in customer demands or industry standards, the ability to successfully attract and ret ain customers, the ability to sell additional products to existing customers and win new business from new customers, the ability to maintain a broad customer base to avoid dependence on any one single customer, potential disruption to our sales and marketing efforts and thus to our ability to win new business due to the change in the name of our Company, the risk that our competitors will seek to capitalize on the risks and uncertainties affecting the Company, including but not limited to those related to the restatement, K-12 enrollment and demographic trends, the level of educational and education technology funding, the impact of federal, state and local regulatory requirements on the Company's business, the impact on the Company's stock price and trading volume as a result of the Company's common stock being traded over-the-counter, the impact of competition and the uncertainty of economic conditions in general, financial market performance, and other risks listed under "Risk Factors" in our filings wi th the Securities and Exchange Commission. In some cases, you can identify forward- looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," "projects," "intends," "prospects," "priorities," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. The Company undertakes no obligation to update any of these statements.

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