UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~date of earliest event reported): ~~August 29~~October 15, 2020

~~Rosetta~~ ~~Stone~~ROSETTA ~~Inc~~STONE INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-34283	~~043837082~~04-3837082
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
1621 North Kent Street, Suite 1200, Arlington, Virginia		22209
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s~~1621 ~~Telephone~~North ~~Number~~Kent Street, ~~Including~~Suite ~~Area Code: (703) 387-5800~~ 1200

~~Not~~Arlington, ~~Applicable~~Virginia 22209

(~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address,~~offices ifand ~~Changed~~zip ~~Since Last Report~~code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see General Instructions A.2. below~~703): 387-5800

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.00005 per share	RST	New York Stock Exchange
Common Stock, $0.00005 par value per share	RST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnAs ~~August 29,~~previously ~~2020,~~disclosed ~~Rosetta~~in ~~Stone~~the ~~Inc.,~~Current aReport ~~Delaware~~on ~~corporation~~Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Rosetta Stone” orInc. (the “Company”) on August 31, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), bywith ~~and among the Company,~~ Cambium Holding Corp., a Delaware corporation (“Parent”), and Empower Merger Sub Inc., a Delaware corporation and a wholly -owned subsidiary of Parent (“~~Acquisition~~Merger Sub”). AParent ~~copy of the Merger Agreement~~ is ~~filed~~a asportfolio ~~Exhibit~~company ~~2.1~~of toThe ~~this~~Veritas ~~Current~~Capital ~~Report~~Fund onVI, ~~Form 8-K and incorporated herein by reference~~L.P., ~~The~~a ~~Company’s~~Delaware ~~board~~limited ofpartnership ~~directors~~ (~~the~~ “~~Company Board~~Sponsor”), ~~has~~and ~~unanimously~~Merger ~~approved~~Sub ~~(with~~was ~~one~~formed ~~director~~by ~~not~~Parent ~~participating~~for ~~due~~purposes toof acompleting ~~potential interest in~~ the ~~transaction)~~proposed ~~the~~Offer ~~Merger~~(as ~~Agreement~~defined ~~and the consummation of the transactions contemplated thereby~~below).

~~Offer and Merger.~~ Pursuant to the Merger Agreement, on ~~the~~September 15, ~~terms and subject to the conditions set forth in the Merger Agreement~~2020, ~~as promptly as practicable and in any event within the 10-business day period commencing on the first business day after the date of the~~ Merger ~~Agreement, Acquisition~~ Sub ~~will~~commenced ~~commence~~ a tender offer ~~(the “Offer”)~~ to ~~purchase~~acquire ~~(subject to the Minimum Tender Condition (as defined below) and other customary conditions)~~ all of the outstanding shares of the Company’s common stock, par value $0.00005 ~~par value~~ per share, ~~of the Company~~ (~~the~~ “Company Shares”), at for a price per share of $30.00 (~~such amount, or any other amount per share paid in~~ the “Offer ~~in accordance with the Merger Agreement, the “Per Share Amount~~Price”) ~~in cash~~, ~~without~~net ~~interest.~~to ~~The Merger Agreement also provides that, as soon as practicable following~~ the ~~consummation~~holder ~~(as~~thereof ~~defined~~ in ~~Section 251(h)~~cash, net of ~~the~~applicable ~~Delaware~~withholding ~~General~~taxes ~~Corporation~~and ~~Law~~without ~~(the~~interest ~~“DGCL”))~~thereon, ~~of the Offer~~ upon the terms and subject to the conditions set forth in the ~~Merger~~Offer ~~Agreement,~~to ~~Acquisition~~Purchase ~~Sub will~~dated beSeptember 15, ~~merged~~2020 ~~with~~(as ~~and~~amended ~~into~~or ~~the~~supplemented, ~~Company (~~the “~~Merger”)~~Offer ~~pursuant~~ to ~~Section 251(h~~Purchase”) ofand ~~the~~in ~~DGCL, with~~ the ~~Company~~related ~~continuing~~Letter ~~as the surviving corporation and a wholly owned subsidiary~~ of ~~Parent.~~Transmittal No(which, ~~vote~~together ofwith ~~stockholders of~~ the ~~Company will~~Offer beto ~~required~~Purchase, inconstitutes ~~connection with~~ the “Offer ~~or the Merger~~”).

~~Pursuant~~The toOffer ~~the~~and ~~Merger~~related ~~Agreement,~~withdrawal rights expired as scheduled at ~~the~~one ~~effective~~minute ~~time~~after of11:59 ~~the~~p.m., ~~Merger~~New York City Time, on October 13, 2020 (the “~~Effective~~Expiration Time”) without being extended. Broadridge Corporate Issuer Solutions, ~~each~~Inc., ~~Company~~in ~~Share~~its ~~(excluding~~capacity ~~any~~as depositary and paying agent for the Offer (ithe “Depositary and Paying Agent”) ~~shares~~, ~~held~~has byadvised the Company and Merger Sub that, ~~Parent~~as of the Expiration Time, ~~Acquisition~~20,417,492 ~~Sub~~Company orShares ~~any~~(excluding ~~subsidiary~~Company ofShares ~~any~~tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) have been validly tendered and not properly withdrawn pursuant to the ~~foregoing~~Offer, ~~(ii) Company~~representing ~~Restricted~~approximately 84.59% of the outstanding Company Shares as of the Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) ~~and (iii) shares~~to ~~held~~the byOffer ~~stockholders~~has ~~who~~been ~~are~~satisfied. ~~entitled~~As toa ~~and~~result ~~have~~of ~~preserved~~the ~~their~~satisfaction ~~appraisal~~of ~~rights~~the ~~under~~Minimum ~~Section 262~~Condition and each of the ~~DGCL)~~other ~~that~~conditions isto ~~outstanding~~the ~~immediately~~Offer, ~~prior~~Merger toSub ~~the~~irrevocably ~~Effective~~accepted ~~Time~~for ~~shall~~payment beall ~~cancelled~~Company Shares that were validly tendered, ~~shall~~and ~~cease~~not toproperly ~~exist~~withdrawn, ~~shall~~pursuant ~~no longer~~to bethe ~~outstanding~~Offer. In addition, the Depositary and ~~shall~~Paying beAgent ~~converted~~has ~~into~~advised the ~~right~~Company toand ~~receive,~~Merger inSub ~~cash~~that, ~~without~~as ~~interest,~~of the ~~Per~~Expiration ~~Share~~Time, ~~Amount.~~568,401 Company Shares have been tendered by Notice of Guaranteed Delivery, representing approximately

~~The transaction~~ is2.35% ~~expected~~of tothe ~~close~~issued inand ~~the~~outstanding ~~fourth~~Company ~~quarter~~Shares as of the Expiration Time. On October 15, 2020, ~~subject~~the toCompany, Parent and Merger Sub consummated the ~~satisfaction~~Offer, ofand payment for such Company Shares has been made to the ~~Minimum~~Depositary ~~Tender~~and ~~Condition~~Paying Agent, ~~the~~which ~~receipt~~will oftransmit ~~specified~~such ~~regulatory~~payments ~~approvals~~to ~~and~~tendering ~~other~~Company ~~customary~~stockholders ~~closing~~whose ~~conditions~~Company Shares have been accepted for payment in accordance with the terms of the Offer.

~~Treatment~~Immediately following the consummation of ~~Outstanding~~the ~~Equity~~Offer ~~Awards.~~on ~~Pursuant~~October 15, 2020, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and without a meeting or a vote of the Company’s stockholders, ~~immediately~~Merger ~~prior~~Sub towas merged with and into the ~~Effective~~Company ~~Time:~~(the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent.

•At ~~Each~~the ~~outstanding~~effective ~~Company~~time ~~Option~~of the Merger (the “Effective Time”) and as ~~defined~~a inresult thereof, each Company Share issued and outstanding immediately prior to the ~~Merger~~Effective ~~Agreement)~~Time ~~will~~(other bethan ~~accelerated~~(x) Company ~~and~~Shares held by the ~~holder~~Company ~~thereof~~or ~~will~~any beof ~~entitled~~its tosubsidiaries, ~~receive~~including as treasury stock, ~~for~~or ~~each~~by ~~share~~Parent ~~underlying~~or ~~such~~any ~~Company~~of ~~Option~~its subsidiaries, anincluding ~~amount~~Company inShares ~~cash~~acquired ~~equal~~by toMerger Sub in the ~~Per~~Offer, ~~Share~~and ~~Amount~~(y) Company ~~minus~~Shares ~~the~~for ~~exercise~~which ~~price~~stockholders ~~per~~have ~~Company~~properly ~~Share.~~exercised ~~Any~~statutory ~~Company~~appraisal ~~Option~~rights ~~with~~pursuant anto ~~exercise~~Section 262 ~~price~~of ~~per~~the ~~share~~DGCL) ~~that~~was iscanceled ~~greater~~and ~~than~~converted orautomatically into the right to receive an amount in cash equal to the ~~Per~~Offer ~~Share~~Price, ~~Amount~~net ~~will~~of beapplicable ~~cancelled~~withholding ~~for~~taxes noand ~~consideration~~without interest.

•In ~~Each~~addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Company Option and Company RSU (each as defined in the Merger Agreement), ~~will~~whether bevested ~~accelerated~~or ~~and~~unvested, ~~the~~was ~~holder~~canceled ~~thereof~~and ~~will~~converted beinto ~~entitled~~the right to receive, for each ~~share~~Company Share underlying such Company Option or Company RSU, a cash payment (subject to any applicable withholding tax) in an amount equal to the product of (x) the Offer Price (less any applicable exercise price) and (y) the number of Company Shares subject to such award. Each outstanding Company PSU (as defined in the Merger Agreement), was canceled and converted into the right to receive, in respect of the number of Company Shares underlying such Company PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts, a cash payment (subject to any applicable withholding tax) in an amount equal to the ~~Per~~product of (x) the Offer Price and (y) such number of underlying Company Shares. Each outstanding Company Restricted Share ~~Amount~~(as defined in the Merger Agreement) was canceled and converted into the right to receive a cash payment (subject to any applicable withholding tax) equal to the Offer Price.

•In ~~Each~~connection ~~outstanding~~with ~~Company~~the ~~PSU~~consummation ~~(as~~of ~~defined~~the Offer and Merger, and subject to payments in respect of dissenting shares, the ~~Merger~~aggregate ~~Agreement)~~consideration ~~will~~paid beby ~~cancelled~~Parent and Merger Sub for all equity securities of the ~~holder~~Company ~~thereof~~was ~~will~~approximately be$791,839,532.00, ~~entitled~~without giving effect to ~~receive~~related ~~the~~transaction ~~number~~fees ofand ~~Company~~expenses. ~~Shares~~Parent ~~underlying~~and ~~such~~Merger ~~Company~~Sub ~~PSU~~funded ~~earned~~the ~~based~~consideration onpaid ~~projected~~to ~~performance~~stockholders ~~measured~~in bythe ~~achievement~~Offer ~~against~~and ~~relevant~~pursuant ~~performance~~to ~~goals~~the ~~based~~Merger onthrough ~~July~~a ~~2020~~combination ~~forecasts.~~of ~~For~~equity ~~each~~financing ~~such~~from ~~underlying~~Sponsor ~~Company~~and ~~Share,~~debt ~~each~~financing ~~holder~~arranged ~~thereof~~by ~~will~~Royal beBank ~~entitled~~of toCanada ~~receive~~and anRBC ~~amount~~Capital inMarkets, ~~cash~~Deutsche ~~equal~~Bank toAG ~~the~~New ~~Per~~York ~~Share~~Branch ~~Amount~~and Deutsche Bank Securities Inc.

•The ~~Each~~foregoing ~~outstanding~~description ~~Company~~of ~~Restricted~~the ~~Share~~Offer, ~~will~~the beMerger ~~cancelled~~ and the ~~holder~~Merger ~~thereof~~Agreement ~~will~~does benot ~~entitled~~purport to ~~receive~~be ancomplete ~~amount~~and is subject to, and qualified in ~~cash~~its ~~equal~~entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the ~~Per~~Current ~~Share~~Report ~~Amount~~on Form 8-K filed by the Company with the SEC on August 31, 2020 and is incorporated herein by reference.

~~Financing~~Item 1.02. ~~The~~Termination ~~consummation~~ of ~~the Offer and the Merger are not subject to~~ a ~~financing~~Material ~~condition.~~Definitive Agreement.

~~Conditions~~On to the Offer. The obligations of Acquisition Sub to accept for payment and pay for any Company Shares validly tendered and not properly withdrawn pursuant to the Offer are subject to the satisfaction of conditions specified in the Merger AgreementOctober 15, ~~including (i) that there shall have been validly tendered (excluding Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository~~2020,” ~~as such terms are defined~~ in ~~Section 251(h)~~connection ofwith the ~~DGCL)~~consummation ~~and not properly withdrawn that number~~ of ~~Company~~ ~~Shares that, when added to~~ the ~~Company Shares then beneficially owned by Parent and its affiliates~~Merger, ~~constitute at least a majority of~~ the ~~total~~following ~~number~~actions ofwere ~~then~~taken issued and outstanding Company Shares (the “Minimum Tender Condition”), (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) applicable to ~~the~~terminate ~~purchase of Company Shares pursuant to~~ the ~~Offer,~~agreements ~~(iii) the~~identified ~~accuracy of~~below: the Company’s representations and warranties in the Merger Agreement and its compliance with its covenants and obligations in the Merger Agreement, subject to certain exceptions, and (iv) the absence of judgments or laws enjoining, restraining, prohibiting, preventing or making illegal the making of the Offer, the consummation of the Offer or the Merger.

~~Representations, Warranties and Covenants; Non-Solicitation. The Merger Agreement contains customary representations, warranties and covenants of the~~ Company, ~~Parent~~Loan and Acquisition Sub. These covenants include an obligation of the Company, subject to certain exceptions, to and to cause its subsidiaries to conduct its operations in all material respects in the ordinary course of business for the period between the execution of the Merger Agreement and the earlier of (i) the Acceptance Time (as defined in the Merger Agreement), or (ii) the date of termination of the Merger Agreement. Each of the Company, Parent and Acquisition Sub have also agreed to promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Securities Exchange Act of 1934, as amended, and other applicable legal requirements with respect to the Offer and the Merger. The Merger Agreement also requires the Company to and to cause its financial advisor, its subsidiaries and their respective officers and directors to, immediately cease and cause to be terminated any existing solicitation of, or negotiations or discussions with, any person relating to any Acquisition Proposal (as defined in the Merger Agreement) and restricts the Company’s ability to, among other things, solicit, initiate, or knowingly encourage or knowingly facilitate the inquiry, submission or announcement of, or participate or engage in any discussions or negotiations with respect to, an Acquisition Proposal or furnish any information to any third party in response to, or in a manner that would reasonably be expected to lead to, an Acquisition Proposal, subject to certain limited exceptions. The Merger Agreement also contains covenants that require, subject to certain limited exceptions, the Company Board to recommend that the stockholders of the Company accept the Offer and tender their Company Shares to Acquisition Sub in the Offer. However, subject to compliance with certain terms and conditions in the Merger Agreement, (i) in the event the Company Board receives a Superior Proposal (as defined in the Merger Agreement) the Company Board is permitted to change its recommendation to the Company’s stockholders and cause the Company to terminate the Merger Agreement to enter into such Superior Proposal and (ii) the Company Board is permitted to change its recommendation to the Company’s stockholders in response to a Change in Circumstances (as defined in the Merger Agreement).

~~Termination;~~The ~~Termination~~Company ~~Fees.~~terminated ~~The~~its ~~Merger~~Loan and Security Agreement ~~also~~(the ~~provides~~“Loan ~~for~~Agreement”), ~~certain~~dated ~~termination~~as ~~rights~~of ~~for~~October 28, ~~both~~2014 (as amended by the ~~Company~~First ~~and~~Amendment ~~Parent. Upon~~to ~~termination~~the Loan Agreement, dated as of March 31, 2015 (the ~~Merger~~“First Amendment”), the Second Amendment to the Loan Agreement, ~~under~~dated ~~certain~~as ~~circumstances~~of May 1, 2015 (the ~~Company~~“Second isAmendment”), ~~obligated~~the Third Amendment to ~~pay~~the ~~Parent~~Loan aAgreement, ~~termination~~dated ~~fee~~as ~~equal~~of June 29, 2015 (the “Third Amendment”), the Fourth Amendment to ~~$15~~the Loan Agreement,~~833~~ dated as of December 29,~~067~~ 2015 (the “Fourth Amendment”), ~~including~~the ifFifth Amendment to the ~~Merger~~Loan Agreement, isdated ~~terminated~~as of March 14, 2016 (ithe “Fifth Amendment”) by, ~~Parent~~the ~~following~~Sixth aAmendment ~~change~~to the Loan Agreement, dated as of ~~recommendation~~ byMarch 10, 2017 (the ~~Company~~“Sixth ~~Board~~Amendment”), the Seventh Amendment to the Loan Agreement, dated as of March 4, 2019 (iithe “Seventh Amendment”) and the Eighth Amendment to the Loan Agreement, dated as of March 10, 2020 (the “Eighth Amendment”)) by and among Rosetta Stone Ltd., Lexia Learning Systems LLC and Silicon Valley Bank. The material terms of the (a) Loan Agreement are further described in the Company’s toCurrent ~~enter~~Report ~~into~~on aForm ~~Superior~~8-K ~~Proposal~~filed orwith the SEC on October 29, 2014, (~~iii~~b) by ~~Parent~~First orAmendment are further described in the Company’s ~~under~~Current ~~specified~~Report ~~circumstances~~on Form 8-K filed on April 3, ~~and~~2015, ~~within~~(c) ~~twelve~~Second ~~months~~Amendment ~~following~~are ~~such~~further ~~termination~~described in the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015, (d) Third Amendment are further described the Company’s orCurrent ~~any~~Report ofon ~~its subsidiaries~~Form ~~consummates~~8-K orfiled ~~enters~~on ~~into~~July 2, a2015, ~~definitive~~(e) ~~agreement~~Fourth ~~providing~~Amendment ~~for~~are afurther ~~Specified~~described ~~Acquisition~~in ~~Transaction~~the Company’s Current Report on Form 8-K filed on December 31, 2015, (asf) ~~defined~~Fifth Amendment are further described in the ~~Merger~~Company’s ~~Agreement~~Current Report on Form 8-K filed on March 17, 2016, (g) ~~that~~Sixth isAmendment ~~subsequently~~are ~~consummated~~further described in ~~each~~the ~~case~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, as2016, is(h) Seventh Amendment are further described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and (i) Eighth Amendment are further ~~detail~~described in the ~~Merger Agreement~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and such disclosure is incorporated herein by reference.

~~Under certain circumstances, Parent is obligated to pay the~~ Company aEquity ~~termination~~Plans fee equal to $55,415,734, including if the Merger Agreement is terminated by the Company after (i) Parent fails to perform its covenants or breaches its representations and warranties, in each case in any material respect (and such breach, inaccuracy or failure has prevented, or would reasonably be expected to prevent, Parent or Acquisition Sub from consummating the transactions contemplated by the Merger Agreement); or (ii) the tender offer conditions have been satisfied or waived at the expiration of the Offer, the Company has delivered written notice to Parent to such effect and Acquisition Sub fails to so consummate the tender offer when required.

The ~~foregoing~~Company ~~description~~terminated its Amended and Restated 2009 Omnibus Incentive Plan and its 2019 Omnibus Incentive Plan (the “Equity Plans”). As a result of the termination of the Equity Plans and pursuant to the Merger Agreement’s ~~does~~treatment ~~not~~of ~~purport~~the toCompany’s beoutstanding ~~complete~~equity awards, from and ~~is qualified~~after inthe ~~its~~Effective ~~entirety~~Time, byno ~~reference~~equity awards or other rights with respect to the ~~full~~Company ~~text~~Shares will be granted or be outstanding under the Equity Plans. The material terms of the ~~Merger~~Equity ~~Agreement,~~Plans ~~which~~were ispreviously ~~filed~~disclosed asin ~~Exhibit~~the ~~2.1~~Company’s toDefinitive ~~this~~Proxy ~~Current~~Statements ~~Report~~on Schedule 14A filed by the Company with the SEC on ~~Form~~April ~~8-K~~7, 2017 and April 5, 2019, respectively, and such disclosure is incorporated herein by reference.

~~The~~Item Merger Agreement and the above description of the Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates2. The representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors and may be subject to limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosures made by the parties to each other01. ~~Such~~Completion ~~representations and warranties were used for the purpose~~ of ~~allocating~~Acquisition risk between the parties to the Merger Agreement, rather than establishing matters of fact, and investors should not rely on the representations and warranties as characterizations of the actual state of facts or ~~condition~~ ofDisposition ~~the Company, Parent or any~~ of ~~their respective subsidiaries, affiliates or businesses~~Assets.

~~Item~~The information contained in the Introductory Note of this Current Report on Form 8~~.01~~-K ~~Other~~is ~~Events~~incorporated herein by reference.

OnItem ~~August 31, 2020, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement~~3.01. ANotice ~~copy~~ of ~~the press~~Delisting ~~release~~or isFailure ~~filed as Exhibit 99.1~~ to ~~this~~Satisfy ~~Current~~a ~~Report~~Continued onListing ~~Form~~Rule ~~8-K~~or ~~and~~Standard; ~~incorporated~~Transfer ~~herein~~of ~~by reference~~Listing.

~~Additional~~The ~~Information~~information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

~~The~~In ~~tender offer~~connection ~~for~~with the ~~outstanding~~consummation ~~common stock~~ of ~~Rosetta~~the ~~Stone~~Merger, ~~has~~the ~~not~~Company ~~yet~~notified ~~commenced.~~the ~~This~~New ~~document~~York ~~and~~Stock ~~any~~Exchange ~~other~~(the ~~materials~~“NYSE”) ~~referenced herein do not constitute an offer to purchase nor a solicitation~~ of anthe ~~offer~~consummation ~~to sell shares~~ of ~~Rosetta Stone’s common stock. At~~ the ~~time~~Merger ~~the~~on ~~tender offer is commenced~~October 15, ~~Cambium Holding Corp~~2020. ~~and~~Trading ~~Empower~~of ~~Merger~~Company ~~Sub~~Shares ~~Inc. will file a tender offer statement~~ on ~~Schedule~~the TONYSE ~~and~~was ~~related~~suspended ~~materials,~~prior ~~including an offer~~ to ~~purchase,~~market aopen ~~letter~~on ~~of transmittal and other offer documents~~October 15, ~~with the U~~2020.S. ~~Securities~~The ~~and~~NYSE ~~Exchange Commission (“SEC”), and Rosetta Stone~~ will file with the SEC a ~~solicitation/recommendation~~Notification ~~statement~~of onRemoval ~~Schedule~~from ~~14D-9~~Listing ~~with~~and/or ~~respect~~Registration toon ~~the tender~~Form ~~offer.~~25 ~~Cambium~~to ~~Holding~~delist ~~Corp., Empower Merger Sub Inc.~~ and ~~Rosetta~~deregister ~~Stone intend to mail these documents to~~ the ~~stockholders~~Company ofShares ~~Rosetta~~under ~~Stone. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS~~ Section 12(~~INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL~~b) ~~AND~~of ~~THE~~the ~~SOLICITATION/RECOMMENDATION~~Securities ~~STATEMENT~~Exchange ~~REGARDING~~Act ~~THE~~of ~~TENDER~~1934, ~~OFFER~~as ~~WHEN~~amended ~~THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE MAKING A DECISION TO TENDER THE SHARES. These documents~~ (~~once~~the ~~they~~“Exchange ~~become available~~Act”). ~~will~~The beCompany ~~available~~also ~~free~~intends ofto ~~charge~~file onwith the SEC’s ~~website~~a atcertification ~~www.sec.gov.~~on ~~These~~Form ~~materials~~15, ~~may~~requesting ~~also~~that ~~be obtained by contacting~~ the Company’s ~~Investor~~reporting ~~Relations department~~obligations atunder ~~1621~~Sections ~~North~~13 ~~Kent~~and ~~Street, Suite 1200, Arlington, Virginia 22209,~~ 15(~~917~~d) ~~572-5555 or the investor relations section~~ of the ~~Company’s~~Exchange ~~website~~Act atbe ~~http://investors~~suspended.~~rosettastone.com.~~

~~Forward-Looking~~Item ~~Statements~~3.03. Material Modification to Rights of Security Holders.

~~This press~~The ~~release~~information ~~contains~~set ~~forward-looking~~forth ~~statements,~~in ~~including,~~the ~~without~~Introductory ~~limitation~~Note, ~~statements~~Item ~~relating to the expected benefits of the proposed transaction and the timing of the closing of the proposed transaction~~1. ~~Generally~~02, ~~forward-looking statements~~Item ~~can~~3.01 ~~be identified by non-historical statements~~ and ~~often~~Item ~~include~~5.03 ~~words such as “forecasts,” “potential,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words~~ of ~~similar~~this ~~meaning,~~Current orReport future-looking or conditional verbs, such as “will,” “should,” “could,” “may,” “might,” “aims,” “intends,” “projects,” or similar words or phrases. You should not place undue reliance on ~~these~~Form ~~statements.~~8-K ~~These~~is ~~statements~~incorporated ~~are~~herein ~~based~~by ~~on current expectations, forecasts and assumptions of Cambium Holding Corp~~reference. and Rosetta Stone that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied or waived, including the receipt of regulatory

~~clearances~~Item related to the merger; uncertainties as to the timing of the tender offer and subsequent merger, including that the offer and merger will not close within the anticipated time periods, or at all; uncertainties as to how many Rosetta Stone shareholders will tender their shares in the offer; the risk that competing offers will be made; changes in either companies’ businesses during the period between now and the closing of the proposed transaction; the successful integration of Rosetta Stone into Cambium Holding Corp5.’s01. ~~business~~Changes subsequent to the closing of the proposed transaction; the risk that the strategic benefits, synergies or opportunities expected from the proposed transaction may not be realized or may take longer than expected to be realized; adverse reactions to the proposed transaction by employees, customers, vendors or strategic partners; dependence on key personnel and customers; management of growth and organizational change; risks associated with litigation; competitive actions in ~~the~~Control ~~marketplace; and regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion~~ of the proposed transaction; as well as other factors detailed in Rosetta Stone’s filings with the SEC, including Rosetta Stone’s most recent quarterly Form 10-Q filing and Annual Report on Form 10-K for the year ended December 31, 2019, and those updated from time to time in Rosetta Stone’s future reports filed with the SECRegistrant. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed transaction described in this announcement will be completed on the currently proposed terms or at all at any particular time.

~~Item~~The 9information contained in the Introductory Note and Items 3.01, ~~Financial~~3.03, ~~Statements~~5.02 and ~~Exhibits~~5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Merger in accordance with Section 251(dh) of the DGCL on October ~~Exhibits~~15, 2020, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

2.1		Agreement and Plan of Merger, dated as of August 29, 2020, by and among Cambium Holding Corp., Empower Merger Sub Inc., and Rosetta Stone Inc.*
99.1		Joint press release of Rosetta Stone Inc. and Cambium Holding Corp. dated August 31, 2020.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

* The ~~Company~~information ~~agrees~~contained toin ~~furnish~~the ~~supplementally~~Introductory aNote ~~copy~~ of ~~any~~this ~~omitted~~Current ~~exhibit~~Report oron ~~schedule~~Form to8-K ~~the~~is ~~Securities~~incorporated ~~and~~herein ~~Exchange~~by ~~Commission upon request~~reference.

~~SIGNATURES~~In accordance with the terms of the Merger Agreement, (i) each of A. John Hass III, Patrick W. Gross, Laurence Franklin, George A. Logue, David Nierenberg, Jessie Woolley-Wilson, Steven P. Yankovich, Aedhmar Hynes and Kathryn Eberle Walker resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) John Campbell and Barbara Benson became the directors of the Company, in each case, effective as of the Effective Time. Biographical and other information with respect to Mr. Campbell and Ms. Benson is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Merger Sub on September 15, 2020 and is incorporated herein by reference. Also at the Effective Time, all of the Company’s officers voluntarily resigned, with the exception of Mathew N. Hulett and Nicholas C. Gaehde, and ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company, including Mr. Campbell as President and Chief Executive Officer and Ms. Benson as Chief Financial Officer and Treasurer.

~~Pursuant~~Item to5.03. ~~the~~Amendment ~~requirements~~to ofArticles ~~the Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~registrant~~Bylaws; ~~has~~Change ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s third amended and restated certificate of incorporation and fifth amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 8.01.

Other Events.

On October 15, 2020, the Company and Sponsor issued a press release announcing the consummation of the Offer and the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of August 29, 2020, by and among Parent, Merger Sub, and the Company (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 31, 2020).*

3.1		Third Amended and Restated Certificate of Incorporation of the Company.

3.2		Fifth Amended and Restated Bylaws of the Company.

99.1		Press Release issued by the Company and Sponsor on October 15, 2020.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

*	The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 15, 2020


ROSETTA STONE INC.

By:		/s/ Barbara Benson
Name:		Barbara Benson
Title:		Chief Financial Officer & Treasurer

ROSETTA STONE INC.

Date: August 31, 2020

/s/ Sean J. Klein

Name: Sean J. Klein

Title: General Counsel and Secretary

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