UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange ~~1934~~Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~November~~December 818, 2018

Cambium Learning Group, Inc.

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

Delaware	001-34575	~~001~~27-~~34575~~0587428	~~27-0587428~~
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(~~Commission~~I.R.S. ~~file~~EmployerIdentification ~~number~~No.)	~~(I.R.S. employeridentification no.)~~
17855 Dallas Parkway, Suite 400, Dallas, Texas			75287
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (888) 399-1995



17855 Dallas Parkway, Suite 400, Dallas, Texas	75287
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (888) 399-1995

Not Applicable

(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 ~~(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))

~~Indicate~~¨ bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1 933 (17 CFR §230.405) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act ~~of 1934~~ (17 CFR §240.~~12b~~14a-212).

~~Emerging~~¨ ~~growth~~Pre-commencement ~~company ☐~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

If¨ anPre-commencement ~~emerging growth~~communications ~~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~~Rule 13e-4(ac) ofunder the Exchange Act~~. ☐~~ (17 CFR 240.13e-4(c))

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-12 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Item~~Emerging ~~1.01.~~growth ~~Entry~~company ~~into a Material Definitive Agreement~~¨

~~VKidz~~If ~~SPA~~an ~~Amendment~~emerging ~~and~~growth ~~Rights~~company, ~~Agreement~~indicate ~~Amendment~~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. ¨

On November 8, 2018, Cambium Learning Group, Inc. (the “Company”) entered into the Third Amendment (the “VKidz SPA Amendment”) to the Stock Purchase Agreement (as amended from time to time, the “VKidz SPA”), with Edcity Holding Inc., a Florida corporation (“Edcity”), VSS VKidZ LLC, a Delaware limited liability company (“VSS VKidZ” and together with Edcity, the “Sellers”), VKidz Holdings Inc., a Delaware corporation (“VKidz”), and VSS VKidZ, solely in its capacity as Representative, pursuant to which the Company agreed to acquire from the Sellers all of the issued and outstanding capital stock of VKidz (the “VKidz Acquisition”). As previously disclosed, pursuant to the terms of the VKidz SPA, the Company agreed to issue an aggregate of 6,742,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as set forth in the VKidz SPA, as consideration to the Sellers. Pursuant to the VKidz SPA Amendment, in lieu of the shares of Common Stock, the Sellers will receive as consideration an aggregate payment in the amount of $77,533,000 in cash, subject to adjustment as set forth in the VKidz SPA and the VKidz SPA Amendment. In addition, as previously disclosed, on October 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Campus Holding Corp. (“Parent”), a Delaware corporation, and Campus Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of Parent, providing for the acquisition of the Company by Parent (the “Merger”). Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, the Sellers were to receive consideration in the form of a fixed per share price of $11.50 per share of Common Stock. The aggregate dollar amount of $77,533,000 to be paid to the Sellers, in accordance with the terms of the VKidz SPA Amendment, upon consummation of the VKidz Acquisition represents the product of (i) $11.50 multiplied by (ii) 6,742,000 shares of Common Stock. The VKidz SPA Amendment was approved by a Special Committee of the Company’s Board of Directors comprised entirely of independent and disinterested directors to evaluate certain aspects of the VKidz Acquisition and the Audit Committee of the Company’s Board of Directors. Introduction

InOn ~~addition, on November~~December 818, 2018, ~~the~~Campus ~~Company~~Merger ~~entered~~Sub ~~into~~Inc., ~~the~~a ~~Amendment~~Delaware corporation (~~the~~"Merger ~~“Rights~~Sub") ~~Agreement~~and ~~Amendment”)~~a towholly ~~the~~owned ~~Tax Asset~~subsidiary ~~Protection~~of ~~Rights~~Cambium ~~Agreement,~~Holding ~~dated~~Corp. (formerly known as ~~of September 21~~Campus Holding Corp.), ~~2016~~a ~~(the~~Delaware ~~“Rights~~corporation ~~Agreement”~~("Parent"), ~~between~~completed its merger (the ~~Company~~"Merger") with and ~~Equiniti~~into ~~Trust~~Cambium ~~Company~~Learning Group, Inc., a Delaware corporation (~~successor~~the "Company"), pursuant to the terms of ~~interest~~the Agreement and Plan of ~~Wells~~Merger, ~~Fargo~~dated ~~Bank~~as of October 12, ~~National~~2018 ~~Association~~(the "Merger Agreement"), asby ~~Rights~~and ~~Agent~~among Parent, Merger Sub and the Company. ~~Pursuant~~ toThe Company was the ~~terms~~surviving ofcorporation in the ~~Rights~~Merger ~~Agreement~~and, ~~Amendment~~as a result, ~~the~~is ~~parties~~now ~~agreed~~a towholly ~~amend~~owned ~~the~~subsidiary ~~Final~~of ~~Expiration~~Parent. ~~Date~~Parent ~~(as~~is ~~defined~~controlled inby ~~the~~investment ~~Rights~~funds ~~Agreement)~~affiliated towith ~~mean~~Veritas ~~the~~Capital ~~moment~~Fund inManagement, ~~time~~L.L.C., ~~that~~("Veritas") and is ~~immediately~~beneficially ~~prior~~owned toby ~~the~~such ~~effective~~funds ~~time~~and ofcertain ~~the~~other ~~Merger~~investors.

~~The~~Item foregoing descriptions of the VKidz SPA Amendment and the Rights Agreement Amendment are qualified in their entirety by reference to the full text of the VKidz SPA Amendment and Rights Agreement Amendment, copies of which are attached hereto as Exhibit 10.1 ~~and 10~~.~~2, respectively, and incorporated by reference~~02. ~~Except~~Termination asof ~~expressly~~Material ~~modified~~Definitive ~~in the VKidz SPA Amendment and the Rights~~ Agreement ~~Amendment, the VKidz SPA and the Rights Agreement remain in full force and effect~~.

~~Item~~Effective ~~8.01.~~as ~~Other~~of ~~Information~~December 18, 2018 and contingent upon the consummation of the Merger, the Company terminated the Company’s 2009 Equity Incentive Plan.

AItem ~~copy~~2.01. Completion of ~~the~~Acquisition ~~audited~~or ~~financial~~Disposition ~~statements~~of ~~for the fiscal year ended December 31, 2017 for VKidz are being voluntarily provided herewith as Exhibit 99~~Assets.~~1 for informational purposes only.~~

~~Forward~~The information set forth in the Introduction to this Current Report on Form 8-~~Looking~~K ~~Statements~~(the "Introduction") is incorporated into this Item 2.01 by reference. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

~~This~~At ~~Current Report on Form 8-K may contain forward-looking statements within~~ the ~~meaning~~Effective Time of the ~~Private~~ ~~Securities~~Merger, ~~Litigation~~each ~~Reform~~share ~~Act~~ of ~~1995~~common stock, ~~which~~par ~~are~~value ~~based~~$0.001 onper ~~management’s current expectations~~share, ~~the accuracy~~ of ~~which~~the isCompany ~~necessarily~~(the ~~subject~~"Common toStock") ~~risks~~issued and ~~uncertainties.~~outstanding ~~These~~immediately ~~statements~~prior ~~are~~to ~~not~~the ~~historical~~Effective inTime ~~nature~~(other ~~and~~than ~~use~~each ~~words~~share ~~such~~of ~~as “expect,”~~Company ~~“anticipate,”~~Common ~~“possible,”~~Stock ~~“project,”~~held ~~“intend,”~~by ~~“forecast,”~~the ~~“plan,”~~Company ~~“believe”~~as ~~and~~treasury ~~other~~stock ~~similar expressions~~ or ~~words~~owned ofby ~~similar meaning. Risks and uncertainties include~~Parent, ~~but~~Merger ~~are~~Sub ~~not~~or ~~limited~~any ~~to:~~Subsidiary ~~conditions to the closing~~ of the ~~proposed~~Company ~~transaction,~~or ~~including~~Parent ~~the~~(other ~~obtaining~~than ofMerger ~~required~~Sub) ~~regulatory~~and ~~approvals,~~dissenting ~~which~~shares) ~~may~~was ~~not~~cancelled beand ~~satisfied;~~extinguished ~~risks~~and ~~associated~~converted ~~with~~into the ~~financing~~right ofto ~~the~~receive ~~transaction;~~cash ~~the~~in ~~proposed transaction~~an ~~may~~amount ~~involve~~equal ~~unexpected~~to ~~costs~~$14.50, ~~liabilities~~without orinterest ~~delays;~~thereon ~~the~~or ~~business~~dividends of (the ~~Company~~"Per ~~may~~Share ~~suffer as a result of uncertainty surrounding the~~ Price").

-The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 15, 2018.

~~proposed~~Item ~~transaction;~~3.01. ~~the~~Notice ~~outcome~~ of ~~any~~Delisting ~~legal proceedings related to the proposed transaction; the Company may be adversely affected by other economic, business and/~~or ~~competitive~~Failure ~~factors; the occurrence of any event, change or other circumstances that could give rise~~ to ~~the~~Satisfy termination of the Merger Agreement; the ability to recognize benefits of the proposed transaction; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a ~~result~~Continued ofListing ~~the~~Rule or ~~proposed transaction~~Standard; ~~and~~Transfer ~~other risks to consummation~~ of ~~the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all~~Listing. A further list and description of these risks, uncertainties and other factors can be found in the Company’s Form 10-K for the fiscal year ended December 31, 2017 and the Company’s subsequent filings with the SEC. Any forward-looking statements should be considered in light of these factors. The Company undertakes no obligation to update its forward-looking statements, whether as a result of new information, future results or otherwise.

The information set forth in the Introduction and under Item 92.01. ~~Financial~~hereof ~~Statements~~is ~~and~~incorporated ~~Exhibits~~herein by reference.

In connection with the closing of the Merger, the Company notified the NASDAQ Capital Market (d"Nasdaq") ~~Exhibits~~on December 18, 2018 that each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger Agreement as set forth under Item 2.01 hereof, and requested that Nasdaq file a Form 25 with the Securities and Exchange Commission to remove the Common Stock from listing on Nasdaq and to deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

Exhibit No.		Description
10.1		Third Amendment to Stock Purchase Agreement, dated as of November 8, 2018
10.2		Amendment to Tax Asset Protection Rights Agreement, dated as of November 8, 2018
99.1		Audited Consolidated Financial Statements of VKidz Holdings, Inc. as of and for the year ended December 31, 2017 and accompanying notes

Item 3.03 Material Modification to Rights of Security Holders.

~~-3-~~The information set forth in the Introduction and under Item 2.01 hereof is incorporated herein by reference.

Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger Agreement, as set forth Item 2.01 hereof, into the right to receive the Per Share Price.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introduction and under Item 2.01 hereof is incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of funds necessary to complete the Merger and the related transactions was approximately $900 million. The purchase price was funded by equity financing from affiliates of Veritas and other co-investors of approximately $450 million and debt financing from Royal Bank of Canada, RBC Capital Markets, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Barclays Bank PLC, Bank of Montreal, certain of their respective affiliates and certain other lenders of approximately $450 million.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 2.01 hereof is incorporated herein by reference.

Effective upon completion of the Merger, the following persons became directors of the Company: Ramzi M. Musallam, Brian J. Gorczynski and Daniel H. Sugar. John Campbell, who was a director of the Company immediately prior to the Merger, will continue to be a director of the Company. As a result of the Merger David Bainbridge, Walter G. Bumphus, Clifford Chiu, Carolyn W. Getridge, Thomas Kalinske, Jeffrey T. Stevenson and Joseph Walsh ceased to be directors of the Company.

As a result of the Merger, the following persons were removed as officers of the Company: Joseph Walsh, Executive Vice President; Jeffrey T. Stevenson, Assistant Treasurer; and David Bainbridge, Assistant Secretary. The other officers of the Company immediately prior to the effective time of the Merger continued as officers of the Company following the Merger.

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

The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference.

Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1, which is incorporated herein by reference.

Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2, which is incorporated herein by reference.

Item 8.01. Other Events.

On December 18, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc.
3.2	Amended and Restated Bylaws of Cambium Learning Group, Inc.
99.1	Press Release of Cambium Learning Group, Inc.

SIGNATURES

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

			CAMBIUM LEARNING GROUP, INC.
	Cambium Learning Group, Inc.
			By:	/s/ Barbara Benson
December 18, 2018		/s/ Barbara Benson
			Name:	Barbara Benson
		Name: Barbara Benson
			Title:	Chief Financial Officer
		Title: Chief Financial Officer
Date: November 8, 2018

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