- Current report filing (8-K)
14 May 2012 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of
1934
May 1, 2012
Date of Report (Date of earliest event reported)
Archipelago
Learning, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34555
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27-0767387
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3232 McKinney Avenue, Suite 400
Dallas, Texas
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75204
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(Address of principal executive offices)
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(Zip Code)
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(800) 419-3191
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Entry into a Material Definitive Agreement
On May 1, 2012, Archipelago Learning, LLC, a wholly owned subsidiary of Archipelago Learning, Inc. (the Company) through
which the Company conducts its operations, amended and restated its employment agreement with Ray Lowrey, the Companys Senior Technology Consultant and former Executive Vice President and Chief Technology Officer. Pursuant to the terms of the
amendment, Mr. Lowreys base salary was reduced to $300,000 to account for his new position as Senior Technology Consultant. Payments to Mr. Lowrey upon termination were amended to be based on an amount of $345,985, rather than his
base salary as set forth in the agreement. The term of the amended and restated employment agreement will end on September 30, 2012, subject to earlier termination in accordance with the agreement.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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10.l
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Amended and Restated Employment Agreement, dated as of May 1, 2012, between Archipelago Learning, LLC and Ray Lowrey
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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.
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ARCHIPELAGO LEARNING, INC.
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/s/ Mark Dubrow
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Name:
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Mark Dubrow
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Title:
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Chief Financial Officer
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Date: May 11, 2012
EXHIBIT INDEX
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Exhibit Number
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Description of Exhibit
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10.1
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Amended and Restated Employment Agreement, dated as of May 1, 2012, between Archipelago Learning, LLC and Ray Lowrey
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