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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Archipelago Learning, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 29, 2012 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34555 ARCHIPELAGO LEARNING, INC. (Exact name of registrant as sp |
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| May 18, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 18, 2012 Registration No. 333-163236 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-163236 UNDER THE SECURITIES ACT OF 1933 ARCHIPELAGO LEARNING, INC. (Exact Name of Registrant as Specified in Its Cha |
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| May 17, 2012 |
Restated Bylaws of Archipelago Learning, Inc., dated May 17, 2012 Exhibit 3.2 RESTATED BY-LAWS OF ARCHIPELAGO LEARNING, INC. A Delaware corporation Effective as of May 17, 2012 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The registere |
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| May 17, 2012 |
Form 8-K 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 Date of Report (Date of earliest event reported): May 17, 2012 Archipelago Learning, Inc. |
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| May 17, 2012 |
RESTATED CERTIFICATE OF INCORPORATION ARCHIPELAGO LEARNING, INC. ARTICLE ONE Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ARCHIPELAGO LEARNING, INC. ARTICLE ONE The name of the corporation is Archipelago Learning, Inc. ARTICLE TWO The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. A |
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| May 17, 2012 |
Press Release issued by Archipelago Learning, Inc., dated May 17, 2012 Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com May 17, 2012 Press Release – Immediate Release Archipelago Learning Closes Merger Agreement with PLATO® Learning Stockholders to Receive $11.10 Per Share in Cash Transaction Equity Value of $291 Million |
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| May 16, 2012 |
Press Release of Archipelago Learning, Inc. Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com May 16, 2012 Press Release – Immediate Release Archipelago Learning Shareholders Approve Merger Agreement with PLATO® Learning Dallas, TX – May 16, 2012 – Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based, so |
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| May 16, 2012 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K Form 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): May 16, 2012 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (C |
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| May 16, 2012 |
ARCHIPELAGO LEARNING 2012 SPECIAL MEETING OF STOCKHOLDERS VOTING RESULTS May 16, 2012 2012 Special Meeting of Stockholders Voting Results Exhibit 99.2 ARCHIPELAGO LEARNING 2012 SPECIAL MEETING OF STOCKHOLDERS VOTING RESULTS May 16, 2012 Archipelago Learning, Inc. held its Special Meeting of Stockholders on May 16, 2012. For more information on the following proposals, please see the Company’s definitive proxy statement on Schedule 14A dated April 13, 2012 and filed with the Securit |
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| May 14, 2012 |
Form 8-K 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. |
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| May 14, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement, dated as of May 1, 2012 Exhibit 10.1 EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of this May 1, 2012, by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Ray Lowrey (the “Executive”). WHEREAS, the Company and Ex |
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| May 10, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2012 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2012 |
Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com May 8, 2012 Press Release – Immediate Release Archipelago Learning Announces Financial Results for First Quarter 2012 Invoiced Sales Up 1 Percent and Revenue Increased 11 Percent 20th Consecutive Quarter of Revenue Growth Special Meeting of Stockholders Regarding Definitive |
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| April 30, 2012 |
Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 30, 2012 |
Exhibit 10.65 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 22nd day of February, 2012 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Bobby Babbrah (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to be employed by the Company; WHEREAS |
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| April 20, 2012 |
Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 13, 2012 |
DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 13, 2012 |
Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, TX 75201-6950 +1 214 746 7700 tel +1 214 746 7777 fax April 13, 2012 R. |
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| March 30, 2012 |
Schedule 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 30, 2012 |
ARCL / Archipelago Learning, Inc. / Muzzo David - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment Schedule 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 27, 2012 |
SCHEDULE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 26, 2012 |
Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2012 |
EX-21.1 3 d297444dex211.htm LIST OF SUBSIDIARIES OF ARCHIPELAGO LEARNING, INC. Exhibit 21.1 List of Subsidiaries of Archipelago Learning, Inc. Name Archipelago Learning Holdings, LLC AL Midco, LLC Archipelago Learning, LLC Archipelago International Holdings, Inc. Archipelago Learning Holdings UK Limited Educationcity Limited Educationcity Inc. |
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| March 15, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2012 |
Financial Statement Schedule of Valuation and Qualifying Accounts Exhibit 99.2 Valuation and Qualifying Accounts Schedule II Valuation and Qualifying Accounts Additions Balance at Beginning of Year Charged to Costs and Expenses Allowance Recorded Through Acquisition Charged to Other Accounts Deductions Balance at End of Year (in thousands) Year Ended December 31, 2009 Allowance for doubtful accoun |
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| March 15, 2012 |
Preferability Letter from Deloitte & Touche LLP Exhibit 18.1 March 15, 2012 Archipelago Learning, Inc. 3232 McKinney Avenue Suite 400 Dallas, TX 75204 Dear Sirs/Madams: We have audited the consolidated financial statements of Archipelago Learning, Inc. as of December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, included in your Annual Report on Form 10- |
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| March 15, 2012 |
Financial Statement Schedule of Condensed Financial Information of Registrant Exhibit 99. |
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| March 5, 2012 |
AMENDMENT NO. 8 TO CREDIT AGREEMENT Amendment No. 8 to Credit Agreement dated March 2, 2012 Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 2, 2012 by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, |
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| March 5, 2012 |
Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 Press Release – For Immediate Release Archipelago Learning to be Acquired by PLATO Learning Dallas, TX – March 5, 2012 – Archipelago Learning (NASDAQ: ARCL), a leading subscription-based software-as-a-service (SaaS) provider of education products, announced to |
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| March 5, 2012 |
Exhibit 2.3 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of March 3, 2012 (the “ |
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| March 5, 2012 |
AMENDMENT NO. 8 TO CREDIT AGREEMENT Amendment No. 8 to Credit Agreement dated March 2, 2012 Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 2, 2012 by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, |
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| March 5, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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 Date of Report (Date of earliest event reported): March 3, 2012 Archipelago Learning, Inc. |
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| March 5, 2012 |
Support Agreement Exhibit 2.2 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of Ma |
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| March 5, 2012 |
Employee FAQ Exhibit 99.3 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com Employee FAQ 1. Why are we selling the company now? Our Board of Directors conducted a thorough, five-month evaluation of the company’s strategic alternatives and concluded that this combination is in the best interests of our shareholders and customers. We fac |
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| March 5, 2012 |
Support Agreement Exhibit 2.4 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of Ma |
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| March 5, 2012 |
Press Release Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 Press Release – Immediate Release Archipelago Learning Announces Financial Results for Fourth Quarter and Fiscal Year 2011 Dallas, TX – March 5, 2012 – Archipelago Learning (NASDAQ: ARCL), a leading subscription-based, software-as-a-service (SaaS |
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| March 5, 2012 |
Press Release Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 Press Release – Immediate Release Archipelago Learning Announces Financial Results for Fourth Quarter and Fiscal Year 2011 Dallas, TX – March 5, 2012 – Archipelago Learning (NASDAQ: ARCL), a leading subscription-based, software-as-a-service (SaaS |
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| March 5, 2012 |
Employee Memo Exhibit 99.2 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 To the Archipelago Team: Today we announced the exciting news that Archipelago Learning has agreed to be acquired by PLATO Learning, a leading provider of online education solutions for pre-K through adult learners. PLATO Learning, based in Bloom |
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| March 5, 2012 |
Employee FAQ Exhibit 99.3 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com Employee FAQ 1. Why are we selling the company now? Our Board of Directors conducted a thorough, five-month evaluation of the company’s strategic alternatives and concluded that this combination is in the best interests of our shareholders and customers. We fac |
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| March 5, 2012 |
Form 8-K 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 Date of Report (Date of earliest event reported): March 3, 2012 Archipelago Learning, Inc. |
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| March 5, 2012 |
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): March 2, 2012 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (Commissio |
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| March 5, 2012 |
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): March 2, 2012 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (Commissio |
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| March 5, 2012 |
Press Release Exhibit 99.1 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 Press Release – For Immediate Release Archipelago Learning to be Acquired by PLATO Learning Dallas, TX – March 5, 2012 – Archipelago Learning (NASDAQ: ARCL), a leading subscription-based software-as-a-service (SaaS) provider of education products |
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| March 5, 2012 |
Support Agreement Exhibit 2.4 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of Ma |
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| March 5, 2012 |
Support Agreement Exhibit 2.3 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of Ma |
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| March 5, 2012 |
Employee Memo Exhibit 99.2 3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com March 5, 2012 To the Archipelago Team: Today we announced the exciting news that Archipelago Learning has agreed to be acquired by PLATO Learning, a leading provider of online education solutions for pre-K through adult learners. PLATO Learning, based in Bloom |
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| March 5, 2012 |
Exhibit 2.2 SUPPORT AGREEMENT This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of March 3, 2012 (the “ |
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| March 5, 2012 |
Agreement and Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2012 among PLATO LEARNING, INC., PROJECT CAYMAN MERGER CORP. and ARCHIPELAGO LEARNING, INC. This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement of any type or nature, unless and until it is agreed to and signed by all |
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| March 5, 2012 |
Agreement and Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2012 among PLATO LEARNING, INC., PROJECT CAYMAN MERGER CORP. and ARCHIPELAGO LEARNING, INC. This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement of any type or nature, unless and until it is agreed to and signed by all |
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| February 3, 2012 |
ARCL / Archipelago Learning, Inc. / BROWN BROTHERS HARRIMAN & CO Passive Investment SC 13G/A 1 v301190sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Archipelago Learning, Inc. Common 03956p102 December 31, 2011 Check the appropriate box to designate the rule p |
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| January 11, 2012 |
Form 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): January 1, 2012 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) |
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| January 11, 2012 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ( AMENDMENT 1) Archipelago Learning, Inc. |
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| December 21, 2011 |
Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2011 Archipelago Learning, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-34555 27-0767387 (State or Other Jurisdiction of (Commission File |
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| December 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Archipelago Learning, Inc. (Name of Issuer) Common (Title of Class of Securities) 03956p102 (CUSIP Number) December 31, 2010 (Date of Event |
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| November 9, 2011 |
exv99w1 Exhibit 99.1 Investor and Media Contact Christy Linn Director, Investor Relations and Corporate Communications 214.466.1825 [email protected] ARCHIPELAGO LEARNING REPORTS THIRD QUARTER 2011 RESULTS Revenue Grew for the 15th Consecutive Quarter Invoiced Sales Increased 9 Percent in the Third Quarter Reiterates Revenue and Cash EBITDA 2011 Guidance; Lowers Expected 2011 Operating |
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| November 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2011 |
e8vk 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 9, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction (Commission (I.R.S. |
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| October 6, 2011 |
Archipelago Learning Announces Sale of Ownership in Edline Holdings exv99w1 Exhibit 99.1 Investor Relations and Corporate Communications Contact: Christy Linn (214) 466-1825 [email protected] FOR IMMEDIATE RELEASE Archipelago Learning Announces Sale of Ownership in Edline Holdings DALLAS, Texas — October 5, 2011 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based, software-as-a-service (SaaS) provider of education products, today a |
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| October 6, 2011 |
exv10w1 Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “ Agreement”) dated as of October 4, 2011 by and between each stockholder that is a signatory to this Agreement, (each, a “ Seller”, collectively, the “ Sellers”)) and Bulldog Super Holdco, Inc. (f/k/a Bulldog Super Holdco, LLC), a Delaware corporation (the “ Purchaser”). Capitalized terms not def |
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| October 6, 2011 |
e8vk 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): October 4, 2011 ARCHIPELAGO LEARNING, INC. (Exact name of registrant as specified in its charter) Delaware 001—34555 27-0767387 (State or other jurisdiction of incorporation) (Co |
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| August 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2011 |
e8vk 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): August 9, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (Com |
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| August 9, 2011 |
exv99w1 Exhibit 99.1 Investor and Media Contact Christy Linn Director, Investor Relations and Corporate Communications 214.466.1825 [email protected] ARCHIPELAGO LEARNING REPORTS SECOND QUARTER 2011 RESULTS Revenue Grew for the 14th Consecutive Quarter Reiterating Full Year 2011 Revenue Guidance; Operating Cost Outlook Improves ESL Acquisition Strengthens Product Offerings DALLAS, Texa |
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| August 8, 2011 |
e8vk 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): August 3, 2011 ARCHIPELAGO LEARNING, INC. (Exact name of registrant as specified in its charter) Delaware 001—34555 27-0767387 (State or other jurisdiction of (Commission File Nu |
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| August 8, 2011 |
FIRST AMENDMENT TO THE MCEWEN RESTRICTED STOCK AWARD AGREEMENTS Exhibit 10.1 FIRST AMENDMENT TO THE MCEWEN RESTRICTED STOCK AWARD AGREEMENTS This Amendment to the McEwen Restricted Stock Award Agreements (this “Amendment”), dated as of August 5, 2011 is by and between Archipelago Learning, Inc., a Delaware corporation (the “Company”) and Tim McEwen (the “Participant”). WHEREAS the parties hereto are also the parties to the three Restricted Stock Award Agreemen |
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| August 8, 2011 |
Archipelago Learning, Inc. Executive Code of Ethics (406 Code) Exhibit 14.1 Archipelago Learning, Inc. Executive Code of Ethics (406 Code) Supplemental Code of Ethics for the CEO, CFO and Senior Officers This Code of Ethics is applicable to the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and other senior officers of Archipelago Learning, Inc. (the “Company”) and its affiliates identified below. The Company has also adopted a Code of B |
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| August 8, 2011 |
exv3w1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ARCHIPELAGO LEARNING, INC. (a Delaware corporation) As effective on August 2, 2011 PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation of Archipelago Learning, Inc., a Delaware corporation (the “Corporation”), then in effect (the “Certificate o |
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| June 27, 2011 |
e8vk 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): June 27, 2011 ARCHIPELAGO LEARNING, INC. (Exact name of registrant as specified in its charter) Delaware 001—34555 27-0767387 (State or other jurisdiction of incorporation) (Comm |
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| June 27, 2011 |
exv99w1 Exhibit 99.1 Investor Relations and Corporate Communications Contact: Christy Linn (214) 466-1825 [email protected] FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING ACQUIRES ENGLISH LANGUAGE LEARNING PROVIDER ALLOY MULTIMEDIA Executing on strategy to offer teachers a comprehensive, fully digital supplemental solution DALLAS, June 27, 2011 — Archipelago Learning (NASDAQ:ARCL) a leading subscrip |
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| June 16, 2011 |
EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, Mark Dubrow and Malinda Passmore, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amen |
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| June 13, 2011 |
Form 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): June 8, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other Jurisdiction of Incorporation) (C |
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| June 13, 2011 |
Exhibit 99.1 Exhibit 99.1 Investor Relations and Corporate Communications Contact: Christy Linn (214) 466-1825 [email protected] CONFIDENTIAL FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING APPOINTS TROY STOVALL TO ITS BOARD OF DIRECTORS Now in full compliance with Nasdaq’s majority independent board requirements DALLAS, June 13, 2011 — Archipelago Learning (NASDAQ:ARCL) a leading subscription-based, |
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| June 8, 2011 |
Form 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): June 8, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other Jurisdiction of Incorporation) (C |
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| May 26, 2011 |
exv99w1 Exhibit 99.1 Investor Relations and Corporate Communications Contact: Christy Linn (214) 466-1825 [email protected] FOR IMMEDIATE RELEASE Archipelago Learning Announces Long-term Goals and Preliminary 2012 Guidance at Its Investor Conference New York, NY — May 26, 2011 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based, software-as-a-service (SaaS) provide |
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| May 26, 2011 |
e8vk 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 Date of Report (Date of earliest event reported) May 26, 2011 Archipelago Learning, Inc. |
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| May 19, 2011 |
Form 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): May 16, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (C |
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| May 10, 2011 |
e8vk 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): May 10, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction (Commission (I.R.S. Empl |
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| May 10, 2011 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT exv10w8 Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of this 19th day of April, 2011 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Mark Dubrow (the “Executive”). The parties hereto previously executed that certain Employment Agreement dated as of Janu |
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| May 10, 2011 |
Exhibit 99.1 Investor and Media Contact Christy Linn Director, Investor Relations and Corporate Communications 214.466.1825 [email protected] ARCHIPELAGO LEARNING REPORTS FIRST QUARTER 2011 RESULTS Revenue up 38 percent to $17.3 million; 13th Consecutive Quarter of Revenue Growth Cash EBITDA increased 5 percent to $3.3 million Company Reiterates FY11 Guidance DALLAS, Texas — May 10, 20 |
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| May 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 21, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| April 6, 2011 |
ARCHIPELAGO LEARNING ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS exv99w1 Exhibit 99.1 Investor Relations and Corporate Communications Contact: Christy Linn (214) 466-1825 [email protected] FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS DALLAS, April 6, 2011 — Archipelago Learning (NASDAQ:ARCL) a leading subscription-based, software-as-a-service (SaaS) provider of education products, today announced the resignation of Mi |
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| April 6, 2011 |
e8vk 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 April 5, 2011 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| March 18, 2011 |
exv10w1 Exhibit 10.1 EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 15th day of March, 2011 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Donna Regenbaum (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to be employed by |
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| March 18, 2011 |
e8vk 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 March 15, 2011 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| March 11, 2011 |
e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 11, 2011 |
exv99w1 Exhibit 99.1 Schedule I Condensed Financial Information of Registrant ARCHIPELAGO LEARNING, INC. BALANCE SHEET As of December 31, 2010 2009 (in thousands) Assets Cash and cash equivalents $ 15,373 $ 48,655 Deferred tax assets 2,875 — Receivable from subsidiary 200 16 Note receivable from subsidiary 25,650 25,650 Investment in subsidiaries 66,173 13,184 Total assets $ 110,271 $ 87,505 Liabi |
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| March 11, 2011 |
exv99w2 Exhibit 99.2 Schedule II Valuation and Qualifying Accounts Additions Balance at Beginning of Charged to Costs Allowance Recorded Charged to Other Balance at End of Year and Expenses Through Acquisition Accounts Deductions Year (in thousands) Year Ended December 31, 2008 Allowance for doubtful accounts $ 38 $ 71 $ — $ — $ (20 ) $ 89 Year Ended December 31, 2009 Allowance for doubtful accoun |
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| March 11, 2011 |
exv21w1 Exhibit 21.1 List of Subsidiaries of Archipelago Learning, Inc. Name Archipelago Learning Holdings, LLC AL Midco, LLC Archipelago Learning, LLC Archipelago International Holdings, Inc. Archipelago Learning Holdings UK Limited Educationcity Limited Educationcity Inc. |
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| March 9, 2011 |
Form 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): March 9, 2011 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) ( |
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| March 9, 2011 |
Exhibit 99.1 Exhibit 99.1 Investor and Media Contact Christy Linn Director, Investor Relations and Corporate Communications 214.466.1825 [email protected] ARCHIPELAGO LEARNING REPORTS FOURTH QUARTER AND YEAR END 2010 RESULTS Fourth Quarter Revenue Grew 43 percent to $17.1 million Full-Year Financial Results in-line with 2010 Guidance Total Schools at 37,500, up 73 Percent Year-Over-Yea |
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| March 7, 2011 |
exv10w3 Exhibit 10.3 Dear Simon Agreement to variation of employment agreement dated 9 June 2010 between Mr Simon Booley (the “Executive”) and EducationCity Limited (the “Company”, together with the Executive, the “Parties”) (the “Employment Agreement”) 1 It has been agreed between the Parties that the Employment Agreement shall be amended, as follows: 1.1 In clause 3.7 (Place of Work) immediately |
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| March 7, 2011 |
Exhibit 10.1 2011 SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - RICHARD WHALLEY Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990 www.weil.com THIS AGREEMENT is made on June 9, 2010 between the following parties (1) EDUCATIONCITY LIMITED, a company incorporated in England and Wales (registered number 03343749) whose registered offi |
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| March 7, 2011 |
e8vk 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 March 1, 2011 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| March 7, 2011 |
Exhibit 10.2 EXECUTION COPY [EDUCATIONCITY LETTERHEAD] Matthew Drakard Top Cottage Stamford Road Barnsdale, Rutland LE15 8AB February 28, 2011 Dear Matthew Agreement to variation of employment agreement dated 9 June 2010 between Mr Matthew Drakard (the “Executive”) and EducationCity Limited (the “Company”, together with the Executive, the “Parties”) (the “Employment Agreement”) The Executive has n |
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| February 28, 2011 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT exv4w1 Exhibit 4.1 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of February 24, 2011 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and Timothy McEwen (the “Participant”). R E C I T A L S: WHERE |
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| February 28, 2011 |
e8vk 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 February 24, 2011 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| February 28, 2011 |
EXHBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and Malinda Passmore, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including ame |
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| February 22, 2011 |
Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 17, 2011 |
sc13gza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 16, 2011 |
sc13gza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 11, 2011 |
EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen and Malinda Passmore, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments theret |
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| January 31, 2011 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Archipelago Learning, Inc. |
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| January 14, 2011 |
EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and Mindy Passmore, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amen |
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| January 10, 2011 |
e8vkza UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. |
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| January 10, 2011 |
exv10w1 Exhibit 10.1 EXECUTION COPY SEPARATION AGREEMENT This AGREEMENT (“Agreement”) made this January 7, 2011 (the “Effective Date”), by and between Archipelago Learning, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and James B. Walburg (the “Executive”). WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated as of Augus |
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| January 7, 2011 |
exv10w1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 3rd day of January, 2011 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Mark Dubrow (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to be employed by the Company; WHER |
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| January 7, 2011 |
exv99w1 Exhibit 99.1 STUDY ISLAND | EDUCATION CITY | NORTHSTAR LEARNING Archipelago Learning Announces Changes to its Leadership Team Mark S. Dubrow Appointed as Executive Vice President and Chief Financial Officer, Donna Regenbaum as Chief Strategy Officer, and Christy C. Linn as Director of Investor Relations and Corporate Communications DALLAS, January 6, 2011 — Archipelago Learning, Inc. (NASD |
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| January 7, 2011 |
e8vk 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 January 6, 2011 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| January 7, 2011 |
exv10w2 Exhibit 10.2 EXECUTION COPY SEPARATION AGREEMENT This AGREEMENT (“Agreement”) made this January 4, 2011 (the “Effective Date”), by and between Archipelago Learning, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and James B. Walburg (the “Executive”). WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated as of Augus |
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| December 6, 2010 |
exv99w1 Exhibit 99.1 1 Safe Harbor Summary These slides and accompanying oral presentation contain forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future |
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| December 6, 2010 |
exv99w2 Exhibit 99.2 FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING INC. TO PRESENT AT THE WILLIAM BLAIR & CO. GLOBAL SERVICES GROWTH STOCK CONFERENCE DALLAS, Texas — December 1, 2010 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced that Tim McEwen, Chief Executive Officer, and James Walburg, Chief Financial Officer, are scheduled to pr |
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| December 6, 2010 |
e8vk 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 Date of Report (Date of earliest event reported) December 1, 2010 Archipelago Learning, Inc. |
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| November 29, 2010 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and Mindy Passmore, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amen |
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| November 18, 2010 |
ARCHIPELAGO LEARNING, INC. NAMES RUTH E. ORRICK TO BOARD exv99w1 Exhibit 99.1 FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING, INC. NAMES RUTH E. ORRICK TO BOARD DALLAS, Texas. (November 18, 2010): Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced the election of Ruth E. Orrick to its board of directors. Orrick will also serve on Archipelago Learning’s Audit Committee. Tim McEwen, chief executiv |
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| November 18, 2010 |
e8vk 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 November 18, 2010 (November 15, 2010) Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| November 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2010 |
exv99w1 Exhibit 99.1 ARCHIPELAGO LEARNING REPORTS RECORD THIRD QUARTER RESULTS Revenue Increased 46% to $15.4 Million Cash Flows from Operating Activities Increased 32% to $11.2 Million Adjusted Diluted EPS was $0.08 DALLAS, Texas — November 9, 2010 — Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced financial results for the quarter |
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| November 9, 2010 |
e8vk 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 9, 2010 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jurisdiction of incorporation) (C |
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| September 16, 2010 |
e8vk 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 September 7, 2010 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| September 16, 2010 |
exv99w2 Exhibit 99.2 Archipelago Learning Inc. to Present at the BMO Capital Markets 10th Annual Back to School Education Conference DALLAS, Sept. 7, 2010 (GLOBE NEWSWIRE) — Archipelago Learning Inc. (Nasdaq:ARCL), a leading subscription-based online education company, today announced that Tim McEwen, Chief Executive Officer, and James Walburg, Chief Financial Officer, are scheduled to present at |
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| September 16, 2010 |
exv99w1 Exhibit 99.1 1 Safe Harbor Summary These slides and accompanying oral presentation contain forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future |
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| August 20, 2010 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 9, 2010, Archipelago Learning, Inc., a Delaware corporation (the “Company”), and Archipelago Learning Holdings UK Limited, a United Kingdom private limited company (“Archipelago UK”), a newly formed wholly owned indirect subsidiary of the Company, acquired Educationcity Limited, a United Kingdom private limited compa |
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| August 20, 2010 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2010 Archipelago Learning, Inc. |
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| August 20, 2010 |
exv99w1 Exhibit 99.1 Educationcity Limited Consolidated Financial Statements as of March 31, 2010 (unaudited) and December 31, 2009 and 2008, for the three months ended March 31, 2010 and 2009 (unaudited), and for the years ended December 31, 2009 and 2008, and Independent Auditors’ Report INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Stockholders of Educationcity Limited We have audi |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2010 |
EX-99.1 ARCHIPELAGO LEARNING REPORTS SECOND QUARTER RESULTS Revenue Increased 33% to $13.6 Million Adjusted Cash Flow from Operations Increased 32% to $5.0 Million Adjusted Diluted EPS was $0.10 Company Reiterates 2010 Guidance DALLAS, Texas – August 11, 2010 – Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced financial results for th |
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| August 11, 2010 |
Archipelago Learning, Inc. (Form: 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): August 11, 2010 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other |
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| June 15, 2010 |
EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of Archipelago Learning, Inc. (the "Compan |
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| June 15, 2010 |
EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of Archipelago Learning, Inc. (the "Compan |
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| June 14, 2010 |
e8vk 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 Date of Report (Date of earliest event reported) June 11, 2010 Archipelago Learning, Inc. |
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| June 14, 2010 |
exv99w1 June 2010 Investor Presentation Exhibit 99.1 1 Safe Harbor Summary These slides and accompanying oral presentation contain forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be mater |
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| June 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: March 31, 2011 Estimated average burden hours per response ........... 2.00 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 SEC USE ONLY DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with e |
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| June 14, 2010 |
ARCHIPELAGO LEARNING INC. TO PRESENT AT THE 30TH ANNUAL WILLIAM BLAIR GROWTH STOCK CONFERENCE exv99w2 Exhibit 99.2 FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING INC. TO PRESENT AT THE 30TH ANNUAL WILLIAM BLAIR GROWTH STOCK CONFERENCE DALLAS, Texas — June 11, 2010 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced that Tim McEwen, Chief Executive Officer, and James Walburg, Chief Financial Officer, are scheduled to present at the |
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| June 10, 2010 |
June 9, 2010 SERVICE AGREEMENT EDUCATIONCITY LIMITED - and - MATTHEW DRAKARD Exhibit 10.3 EXECUTION COPY June 9, 2010 SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - MATTHEW DRAKARD Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990 www.weil.com THIS AGREEMENT is made on June 9, 2010 between the following parties (1) EDUCATIONCITY LIMITED, a United Kingdom private limited company (the “Company”); and (2) MATTH |
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| June 10, 2010 |
exv99w2 Exhibit 99.2 June 10, 2010 Acquisition of EducationCity 1 Safe Harbor Summary These slides and accompanying oral presentation contain forward-looking statements. These statements relate to our acquisition of EducationCity and our 2010 guidance and other future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our |
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| June 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Missing Graphic Reference] 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): June 9, 2010 ARCHIPELAGO LEARNING, INC. (Exact name of registrant as specified in its charter) Delaware 001–34555 27-0767387 (State or other jurisdiction o |
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| June 10, 2010 |
EXHIBIT 10.1 SHARE PURCHASE AGREEMENT by and among MATTHEW DRAKARD, SIMON BOOLEY, THOMAS MORGAN and ARCHIPELAGO LEARNING HOLDINGS UK LIMITED. and ARCHIPELAGO LEARNING, INC. Dated as of June 9, 2010 Exhibits Exhibit A: Form of Escrow Agreement Exhibit B: Form of Matthew Drakard Services Agreement Exhibit C: Form of Simon Booley Services Agreement Exhibit D: Form of Thomas Morgan Services Agreement |
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| June 10, 2010 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 10, 2010 |
exv99w1 Exhibit 99.1 Archipelago Learning Acquires Educationcity Ltd Acquisition expands Archipelago Learning into core classroom and individualized instruction and provides entry into global education market DALLAS, Texas — June 10, 2010 — Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company whose core product, Study Island, provides standards-based ins |
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| June 10, 2010 |
AMENDMENT NO. 7 TO CREDIT AGREEMENT EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 7 TO CREDIT AGREEMENT This AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 9, 2010 by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, the financial institutions designated a |
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| June 10, 2010 |
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of June 9, 2010, is by and among: (i) Matthew Drakard, an individual residing in the United Kingdom (“MD”); (ii) Simon Booley, an individual residing in the United Kingdom (“SB”); (iii) Thomas Morgan, an individual residing in the United Kingdom (“TM” and together with MD and SB, the “Investors” |
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| June 10, 2010 |
June 9, 2010 SERVICE AGREEMENT EDUCATIONCITY LIMITED - and - SIMON BOOLEY Exhibit 10.4 EXECUTION COPY June 9, 2010 SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - SIMON BOOLEY Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990 www.weil.com THIS AGREEMENT is made on June 9, 2010 between the following parties (1) EDUCATIONCITY LIMITED, a United Kingdom private limited company (the “Company”); and (2) SIMON BO |
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| June 9, 2010 |
Archipelago Learning, Inc. (Form: 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): June 8, 2010 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jur |
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| June 9, 2010 |
ARCHIPELAGO LEARNING, INC. AMENDED AND RESTATED 2009 EMPLOYEE STOCK PURCHASE PLAN EX-99.1 Exhibit 99.1 ARCHIPELAGO LEARNING, INC. AMENDED AND RESTATED 2009 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The Company wishes to attract, retain and motivate employees of the Company and its Subsidiaries and to promote the success of the Company’s business by providing employees with a convenient method of acquiring a proprietary interest in the long-term success of the Company |
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| May 18, 2010 |
e8vk 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 Date of Report (Date of earliest event reported) May 13, 2010 Archipelago Learning, Inc. |
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| May 18, 2010 |
ARCHIPELAGO LEARNING INC. TO PRESENT AT THE 2010 BAIRD GROWTH STOCK CONFERENCE exv99w2 Exhibit 99.2 ARCHIPELAGO LEARNING INC. TO PRESENT AT THE 2010 BAIRD GROWTH STOCK CONFERENCE DALLAS, Texas — May 13, 2010 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced that Tim McEwen, Chief Executive Officer, and James Walburg, Chief Financial Officer, are scheduled to present at the 2010 Baird Growth Stock Conference at |
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| May 18, 2010 |
ARCHIPELAGO LEARNING INC. TO PRESENT AT THE BANK OF AMERICA MERRILL LYNCH SERVICES CONFERENCE exv99w3 Exhibit 99.3 ARCHIPELAGO LEARNING INC. TO PRESENT AT THE BANK OF AMERICA MERRILL LYNCH SERVICES CONFERENCE DALLAS, Texas — May 17, 2010 — Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced that Tim McEwen, Chief Executive Officer, and James Walburg, Chief Financial Officer, are scheduled to present at the Bank of America Merrill |
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| May 18, 2010 |
exv99w1 May 2010 Investor/Analyst Presentation Exhibit 99.1 1 Safe Harbor Summary These slides and accompanying oral presentation contain forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to b |
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| May 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2010 |
exv10w3 Exhibit 10.3 ONE MCKINNEY PLAZA LEASE AGREEMENT BETWEEN GAEDEKE HOLDINGS II, LTD., AS LANDLORD, AND ARCHIPELAGO LEARNING, LLC. AS TENANT Table of Contents 1. Definitions a. Base Rent b. Base Year c. Basic Costs d. Building e. Building Standard f. Business Day(s) g. Commencement Date h. Common Areas i. Effective Date j. Electricity Costs k. Excess Basic Costs l. Expiration Date m. Guarantor |
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| May 11, 2010 |
Archipelago Learning, Inc. (Form: 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): May 11, 2010 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other jur |
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| May 11, 2010 |
EX-99.1 ARCHIPELAGO LEARNING REPORTS FIRST QUARTER RESULTS Revenue increased 26% to $12.5 Million Cash Flow from Operations Increased 128% to $2.4 Million Company Reiterates 2010 Guidance DALLAS, Texas – May 11, 2010 – Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced financial results for the quarter ended March 31, 2010. First Quart |
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| April 29, 2010 |
Archipelago Learning, Inc. (Form: 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): April 23, 2010 Archipelago Learning, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34555 27-0767387 (State or other j |
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| April 26, 2010 |
def14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 5, 2010 |
exv99w2 Exhibit 99.2 Schedule II Valuation and Qualifying Accounts Additions Balance at Charged to Costs Charged to Other Balance at End of Beginning of Year and Expenses Accounts Deductions Year (in thousands) Year Ended December 31, 2007 Allowance for doubtful accounts $ — $ 38 $ — $ — $ 38 Year Ended December 31, 2008 Allowance for doubtful accounts 38 71 — (20 ) 89 Year Ended December 31, 2009 |
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| March 5, 2010 |
exv99w1 Exhibit 99.1 Schedule I Condensed Financial Information of Registrant ARCHIPELAGO LEARNING, INC. BALANCE SHEET As of December 31,2009 (in thousands) Assets Cash and cash equivalents $ 48,655 Receivable from subsidiary 16 Note receivable from subsidiary 25,650 Investment in subsidiaries 13,184 Total assets $ 87,505 Liabilities and Equity Tax payable $ 540 Due to subsidiary 3,955 Total liabi |
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| March 5, 2010 |
Second Amendment to Employment Agreement exv10w45 Exhibit 10.45 Second Amendment to Employment Agreement THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made and entered into by Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Ray Lowrey (the “Executive”) as of February 18, 2010 for purposes of amending that certain employment agreement by and between the Company and the Exec |
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| March 5, 2010 |
exv21w1 Exhibit 21.1 List of Subsidiaries of Archipelago Learning, Inc. Jurisdiction of Name Incorporation/Organization Archipelago Learning Holdings, LLC Delaware AL Midco, LLC Delaware Archipelago Learning, LLC Delaware |
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| March 5, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-34555 (Commission File Number) Archipelago Learning, Inc. (Exact Name o |
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| March 2, 2010 |
EXHIBIT 99.1 ARCHIPELAGO LEARNING REPORTS FOURTH QUARTER RESULTS Revenue Increased 29% to a Record $12.0 Million Cash Flow from Operations Increased 66% to $8.3 Million DALLAS, Texas – March 2, 2010 – Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced financial results for the fourth quarter and fiscal year period ended December 31, 20 |
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| March 2, 2010 |
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 March 2, 2010 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| February 24, 2010 |
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 February 18, 2010 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| February 16, 2010 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G (and any further amendment filed by them) with respect to the common stock, par value $0. |
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| February 16, 2010 |
sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) November 19, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 16, 2010 |
sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) November 19, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 16, 2010 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G (and any further amendment filed by them) with respect to the common stock, par value $0. |
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| February 16, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* ARCHIPELAGO LEARNING, INC. (Name of Issuer) Common Stock 03956P102 (Title of class of securities) (CUSIP number) November 19, 2009 (Date of Event Which Requi |
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| February 16, 2010 |
sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Archipelago Learning, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03956P102 (CUSIP Number) November 19, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 29, 2010 |
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 January 27, 2010 Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| January 29, 2010 |
ARCHIPELAGO LEARNING INC. NAMES THOMAS HEDRICK TO BOARD Exhibit 99.1 FOR IMMEDIATE RELEASE ARCHIPELAGO LEARNING INC. NAMES THOMAS HEDRICK TO BOARD DALLAS, Texas - Jan. 28, 2010 - - Archipelago Learning Inc. (NASDAQ: ARCL), a leading subscription-based online education company, today announced the election of Thomas F. Hedrick to its board of directors. Hedrick will also serve on Archipelago Learning’s Audit Committee. Tim McEwen, chief executive office |
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| November 25, 2009 |
Exhibit 99.1 (1) Represents (i) 2,707,680 shares of common stock sold by Providence Equity Partners V L.P. (“PEP V”) and (ii) 427,690 shares of common stock sold by Providence Equity Partners V-A, L.P. (“PEP V-A”). Following the dispositions, PEP V directly holds 10,599,689 shares of common stock, and PEP V-A directly holds 1,674,265 shares of common stock. Providence Equity GP V L.P. is the gener |
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| November 25, 2009 |
Archipelago Learning, Inc. Closes Its Initial Public Offering exv99w1 Exhibit 99.1 Archipelago Learning, Inc. Closes Its Initial Public Offering DALLAS, Texas. (November 25, 2009): Archipelago Learning, Inc. (NASDAQ: ARCL) today announced the closing of its initial public offering of 7,187,500 shares of its common stock at a price of $16.50 per share. The Company sold 3,125,000 shares in the offering, and the selling stockholders sold 4,062,500 shares, inclu |
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| November 25, 2009 |
e8vk 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 November 25, 2009 (November 19, 2009) Date of Report (Date of earliest event reported) Archipelago Learning, Inc. |
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| November 25, 2009 |
Exhibit 99.2 Joint Filer Information Name and Address of Reporting Person: Providence Equity Partners V L.P. c/o Providence Equity Partners Inc. 50 Kennedy Plaza, 18th Floor Providence, Rhode Island, 02903 Issuer Name and Ticker or Trading Symbol: Archipelago Learning, Inc. (ARCL) Relationship of Joint Filer to Issuer: 10% Owner Date of Event Requiring Statement: 11/25/2009 Designated Filer: Provi |
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| November 23, 2009 |
6,250,000 Shares Archipelago Learning, Inc. Common Stock e424b4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-161717 PROSPECTUS 6,250,000 Shares Archipelago Learning, Inc. Common Stock This is the initial public offering of our common stock. We are offering 3,125,000 shares of the common stock offered by this prospectus, and the selling stockholders, which include entities affiliated with members of our board of directors, are |
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| November 23, 2009 |
Exhibit 99.1 (2) Providence Equity Partners V L.P. (“PEP V”) directly held 73,012,441 Class A Shares of Archipelago Learning Holdings, LLC, and Providence Equity Partners V-A, L.P. (“PEP V-A”) directly held 11,532,623 Class A Shares of Archipelago Learning Holdings, LLC. In connection with the Issuer’s corporate reorganization, PEP V and PEP V-A contributed their Class A Shares of Archipelago Lear |
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| November 23, 2009 |
Exhibit 99.2 Joint Filer Information Name and Address of Reporting Person: Providence Equity Partners V L.P. c/o Providence Equity Partners Inc. 50 Kennedy Plaza, 18th Floor Providence, Rhode Island, 02903 Issuer Name and Ticker or Trading Symbol: Archipelago Learning, Inc. (ARCL) Relationship of Joint Filer to Issuer: 10% Owner Date of Event Requiring Statement: 11/19/2009 Designated Filer: Provi |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
As filed with the Securities and Exchange Commission on November 19, 2009 sv8 Table of Contents As filed with the Securities and Exchange Commission on November 19, 2009 Registration No. |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the each of the undersigned hereby constitutes and appoints each of Raymond M. Mathieu and Gary S. Weinstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of each of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto |
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| November 20, 2009 |
Exhibit 99.2 Joint Filer Information Name and Address of Reporting Person: Providence Equity Partners V L.P. c/o Providence Equity Partners Inc. 50 Kennedy Plaza, 18th Floor Providence, Rhode Island, 02903 Issuer Name and Ticker or Trading Symbol: Archipelago Learning, Inc. (ARCL) Relationship of Joint Filer to Issuer: 10% Owner Date of Event Requiring Statement: 11/19/2009 Designated Filer: Provi |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto, r |
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| November 20, 2009 |
Exhibit 99.1 (1) Represents (i) 13,307,369 shares of common stock directly held by Providence Equity Partners V L.P. (“PEP V”) and (ii) 2,101,955 shares of common stock directly held by Providence Equity Partners V-A, L.P. (“PEP V-A”). Providence Equity GP V L.P. is the general partner of PEP V and PEP V-A and may be deemed to share beneficial ownership of shares owned by PEP V and PEP V-A. Provid |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 20, 2009 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Tim McEwen, James Walburg and James Creech, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendm |
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| November 19, 2009 |
As filed with the Securities and Exchange Commission on November 19, 2009 sv1za Table of Contents As filed with the Securities and Exchange Commission on November 19, 2009 Registration No. |
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| November 19, 2009 |
fwp Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 19, 2009 Relating to Preliminary Prospectus dated November 19, 2009 Registration No. |
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| November 19, 2009 |
e8va12b UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Archipelago Learning, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 27-0767387 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identif |
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| November 18, 2009 |
exv1w1 Exhibit 1.1 ARCHIPELAGO LEARNING, INC. (a Delaware corporation) 6,250,000 Shares of Common Stock PURCHASE AGREEMENT Dated: November [•], 2009 ARCHIPELAGO LEARNING, INC. (a Delaware corporation) 6,250,000 Shares of Common Stock PURCHASE AGREEMENT November [•], 2009 Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters named in Schedule A hereto One |
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| November 18, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan FORM OF RESTRICTED STOCK AWARD AGREEMENT exv4w8 Exhibit 4.8 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan FORM OF RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Director Restricted Stock Award Agreement”) is made effective as of [ ] (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”). R E C I T A L S: |
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| November 18, 2009 |
As filed with the Securities and Exchange Commission on November 18, 2009 sv1za As filed with the Securities and Exchange Commission on November 18, 2009 Registration No. |
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| November 17, 2009 |
ARCHIPELAGO LEARNING, INC. CUSIP 03956P 102 SEE REVERSE FOR CERTAIN DEFINITIONS exv4w1 Exhibit 4.1 COMMON STOCK COMMON STOCK ARCHIPELAGO LEARNING, INC. CUSIP 03956P 102 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Is the record holder of FULLY PAID AND NON-assessable shares of common stock, $0.001 PAR VALUE PER SHARE, OF ARCHIPELAGO LEARNING, INC. Transferable on the books of the Corporation by the person or by duly authorized attorney upon surrender of this Certif |
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| November 17, 2009 |
exv10w40 Exhibit 10.40 VOTING AGREEMENT THIS VOTING AGREEMENT is made and entered into as of this [] day of November, 2009, by and among Providence Equity Partners V L.P. (“PEP V”), Providence Equity Partners V-A L.P. (“PEP V-A”, and together with PEP V, the “Providence Stockholders”), Cameron Chalmers and David Muzzo (collectively, the “Founder Stockholders”) and MHT-SI, L.P. (“MHT”, and together |
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| November 17, 2009 |
ARCHIPELAGO LEARNING, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN exv10w36 Exhibit 10.36 ARCHIPELAGO LEARNING, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN The Company wishes to attract, retain and motivate employees of the Company and its Subsidiaries and to promote the success of the Company’s business by providing employees with a convenient method of acquiring a proprietary interest in the long-term success of the Company. This Plan is not intended to comply with |
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| November 17, 2009 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCHIPELAGO LEARNING, INC. exv3w1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCHIPELAGO LEARNING, INC. Archipelago Learning, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware (the “DGCL”) hereby certifies as follows: A. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sate of t |
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| November 17, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT exv10w41 Exhibit 10.41 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”), is made effective as [Date] (the “Date of Grant”), by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and [Participant] (the “Participant”). R E C I T A L |
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| November 17, 2009 |
TRANSFER AND CONTRIBUTION AGREEMENT exv10w42 Exhibit 10.42 TRANSFER AND CONTRIBUTION AGREEMENT This Transfer and Contribution Agreement (the “Agreement”) is entered into as of the day of November, 2009 by and among Archipelago Learning, Inc., a Delaware corporation (“ALI”), those holders of Class A Shares of Archipelago Learning Holdings, LLC, a Delaware limited liability company (the “Company”), (the “Class A Shares”) listed on Exh |
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| November 17, 2009 |
ASSIGNMENT AGREEMENT AND PLAN OF MERGER exv10w43 Exhibit 10.43 ASSIGNMENT AGREEMENT AND PLAN OF MERGER This ASSIGNMENT AGREEMENT AND PLAN OF MERGER, dated as of November [ ], 2009 (this “Agreement”), is among Providence Equity GP V L.P., a Delaware limited partnership (“Assignor”), Providence Equity Partners V-A L.P., a Delaware limited partnership (“PEP V-A”), Providence Equity Partners V-A Study Island L.L.C., a Delaware limited liabi |
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| November 17, 2009 |
exv3w2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ARCHIPELAGO LEARNING, INC. (a Delaware corporation) As effective on November , 2009 PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation of Archipelago Learning, Inc., a Delaware corporation (the “Corporation”), then in effect (the “Certificate |
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| November 17, 2009 |
Archipelago Learning, Inc. 3400 Carlisle Street, Suite 345 Dallas, Texas 75204 November 17, 2009 corresp Archipelago Learning, Inc. 3400 Carlisle Street, Suite 345 Dallas, Texas 75204 November 17, 2009 VIA EDGAR & FACSIMILE Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Larry Spirgel and Mr. Reid Hooper Re: Archipelago Learning, Inc. Registration Statement on Form S-1 File No. 333-161717 Dear Sirs: We refer to the registrat |
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| November 17, 2009 |
Exhibit 10.3 INDEMNITY AGREEMENT This Indemnity Agreement (“Agreement”) is made as of [ ] by and between Archipelago Learning, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection th |
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| November 17, 2009 |
exv10w44 EXHIBIT 10.44 CERTIFICATE OF MERGER OF PROVIDENCE EQUITY PARTNERS V-A STUDY ISLAND L.L.C. INTO ARCHIPELAGO LEARNING, INC. Pursuant to Section 264(c) of General Corporation Law of State of Delaware (the “DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”), Archipelago Learning, Inc., a Delaware corporation (“ALI”), in connection with the merger of Providen |
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| November 17, 2009 |
fwp Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 17, 2009 Relating to Preliminary Prospectus dated November 17, 2009 Registration No. |
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| November 17, 2009 |
As filed with the Securities and Exchange Commission on November 17, 2009 Table of Contents As filed with the Securities and Exchange Commission on November 17, 2009 Registration No. |
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| November 17, 2009 |
exv4w2 Exhibit 4.2 STOCKHOLDERS AGREEMENT by and among ARCHIPELAGO LEARNING, INC., PROVIDENCE EQUITY PARTNERS V L.P., PROVIDENCE EQUITY PARTNERS V-A L.P., CAMERON CHALMERS, DAVID MUZZO, MHT-SI, L.P., and JEANNE BODNAR Dated as of November [ ], 2009 TABLE OF CONTENTS Page ARTICLE I. EFFECTIVENESS; DEFINITIONS 1 Section 1.1. Effectiveness 1 Section 1.2. Definitions 1 Section 1.3. Other Interpretive |
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| November 9, 2009 |
AMENDMENT NO. 6 TO CREDIT AGREEMENT exv10w37 Exhibit 10.37 EXECUTION VERSION AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of November 2, 2009 (the “Effective Date”), by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages |
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| November 9, 2009 |
exv10w39 Exhibit 10.39 Archipelago Learning, LLC EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this day of November, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Allison Duquette (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be |
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| November 9, 2009 |
First Amendment to Employment Agreement exv10w38 Exhibit 10.38 First Amendment to Employment Agreement THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into as of October 11, 2009, by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Julie A. Huston (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties” and indiv |
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| November 9, 2009 |
corresp Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (12) 310-8007 November 9, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F. |
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| November 9, 2009 |
As filed with the Securities and Exchange Commission on November 9, 2009 sv1za Table of Contents As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. |
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| November 2, 2009 |
As filed with the Securities and Exchange Commission on November 2, 2009 sv1za Table of Contents As filed with the Securities and Exchange Commission on November 2, 2009 Registration No. |
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| November 2, 2009 |
exv10w34 Exhibit 10.34 Archipelago Learning, LLC EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 12th day of October, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Martijn Tel (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be |
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| November 2, 2009 |
corresp Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (12) 310-8007 November 2, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F. |
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| November 2, 2009 |
exv10w35 Exhibit 10.35 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is executed as of October 23rd, 2009 (the “Effective Date”), by Turtle Creek Limon, LP, a Texas limited partnership (successor in interest to 3400 Carlisle, Ltd.) (“Landlord”), and Archipelago Learning, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Tenant”). BACKGROU |
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| October 13, 2009 |
corresp Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (212) 310-8007 October 13, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F. |
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| October 13, 2009 |
As filed with the Securities and Exchange Commission on October 13, 2009 sv1za Table of Contents As filed with the Securities and Exchange Commission on October 13, 2009 Registration No. |
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| October 13, 2009 |
Consent of Outsell, Inc. (“Outsell”) exv99w1 Exhibit 99.1 Consent of Outsell, Inc. (“Outsell”) As a a research and advisory firm focused on the publishing, information, and education industries, Outsell hereby consents to the use of any data contained in this Registration Statement on Form S-1, and any and all amendments and supplements thereto, which references Outsell as the source of such data and to all references to Outsell incl |
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| October 13, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT exv4w7 Exhibit 4.7 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 2009 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopte |
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| October 13, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan FORM OF RESTRICTED STOCK AWARD AGREEMENT exv4w4 Exhibit 4.4 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan FORM OF RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 2009 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted |
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| October 13, 2009 |
SECOND AMENDMENT TO OFFICE BUILDING LEASE exv10w33 Exhibit 10.33 SECOND AMENDMENT TO OFFICE BUILDING LEASE THIS SECOND AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment”) is executed as of September 30, 2008 (the “Effective Date”), by Turtle Creek Limon, LP, a Texas limited partnership (“Landlord”), and Study Island, LLC, d/b/a Study Island Texas, LLC, a Delaware limited liability company (“Tenant”). BACKGROUND A. Landlord and Tenant en |
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| October 13, 2009 |
exv10w32 Exhibit 10.32 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into on this 17 day of January, 2008, by and between Turtle Creek Limon, LP (“Landlord”), and Study Island LLC (“Tenant”). WHEREAS, Landlord and Tenant entered into that certain Office Lease dated January 12, 2007 covering certain premises (the “Lease”) comprising 9,525 rentable square feet, |
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| October 13, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan exv10w4 Exhibit 10.4 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan Article 1. Establishment & Purpose 1.1 Establishment. Archipelago Learning, Inc., a Delaware corporation (the “Company”), hereby establishes the 2009 Omnibus Incentive Plan (the “Plan”) as set forth herein. 1.2 Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate officers, employees, non-employe |
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| October 13, 2009 |
OFFICE BUILDING LEASE 3400 Carlisle, Ltd. as “Landlord” Study Island, L.L.C. as “Tenant” exv10w28 Exhibit 10.28 OFFICE BUILDING LEASE between 3400 Carlisle, Ltd. as “Landlord” and Study Island, L.L.C. as “Tenant” OFFICE BUILDING LEASE In consideration of the mutual covenants and upon the terms and conditions set forth in Part One “Fundamental Lease Provisions”, Part Two “Supplemental Lease Provisions”, and other attachments and exhibits numerated in the Table of Contents to this Offic |
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| October 13, 2009 |
exv10w30 Exhibit 10.30 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into on this day of February 2006, by and between 3400 Carlisle, Ltd. (“Landlord”) and Study Island L.L.C. (“Tenant”). WHEREAS, Landlord and Tenant entered into that certain Office Lease commencing May 23, 2003, and the First Amendment to Lease dated October 28, 2004 covering certain premi |
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| October 13, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT exv4w6 Exhibit 4.6 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 2009 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopte |
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| October 13, 2009 |
OFFICE BUILDING LEASE Turtle Creek Limon, LP as “Landlord” Study Island L.L.C. as “Tenant” exv10w31 Exhibit 10.31 OFFICE BUILDING LEASE between Turtle Creek Limon, LP as “Landlord” and Study Island L.L.C. as “Tenant” OFFICE BUILDING LEASE In consideration of the mutual covenants and upon the terms and conditions set forth in Part One “Fundamental Lease Provisions”, Part Two “Supplemental Lease Provisions”, and other attachments and exhibits (“Lease”), Turtle Creek Limon, LP (“Landlord”) |
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| October 13, 2009 |
exv10w29 Exhibit 10.29 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into on this day of October 2004, by and between 3400 Carlisle, Ltd. (“Landlord”) and Study Island L.L.P. (“Tenant”). WHEREAS, Landlord and Tenant entered into that certain Office Lease commencing May 23, 2003, covering certain premises (the “Premises”) comprising 1,717 rentable square feet, |
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| October 13, 2009 |
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK AWARD AGREEMENT Exhibit 4.5 Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 2009 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the Archipelago |
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| September 3, 2009 |
exv10w5 Exhibit 10.5 Execution Copy EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and Cameron Chalmers (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be employed by the |
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| September 3, 2009 |
[remainder of page intentionally left blank] exv10w6 Exhibit 10.6 CONFIDENTIAL November 21, 2008 Mr. Cameron Chalmers 5618 Morningside Ave. Dallas, Texas 75206 Dear Cam: Reference is hereby made to (i) that Employment Agreement (this “Agreement”) dated the 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and Cameron Chalmers (the “Executive”) and (ii) that Participation Share |
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| September 3, 2009 |
exv21w1 Exhibit 21.1 Subsidiaries of Archipelago Learning, Inc. Name Jurisdiction of Incorporation/Organization Archipelago Learning Holdings, LLC Delaware AL Midco, LLC Delaware Archipelago Learning, LLC Delaware TeacherWeb, Inc. Delaware |
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| September 3, 2009 |
exv10w19 Exhibit 10.19 Study Island, LLC EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 15th day of September, 2008, by and between Study Island LLC, a Delaware limited liability company (the “Company”), and Ray Lowrey (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be employed by the |
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| September 3, 2009 |
exv10w17 Exhibit 10.17 Archipelago Learning, LLC EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 31st day of August, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and James B. Walburg (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to |
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| September 3, 2009 |
exv10w8 Exhibit 10.8 Execution Copy EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and David Muzzo (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be employed by the Comp |
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| September 3, 2009 |
First Amendment to Employment Agreement exv10w12 Exhibit 10.12 First Amendment to Employment Agreement THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 16, 2007, by and between Study Island LLC (the “Company”) and Timothy McEwen (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties” and individually as a “Party.” WHEREAS, the Parties have entered i |
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| September 3, 2009 |
STUDY ISLAND HOLDINGS, LLC 2007 EQUITY COMPENSATION PLAN exv10w1 Exhibit 10.1 STUDY ISLAND HOLDINGS, LLC 2007 EQUITY COMPENSATION PLAN 1. Purpose. The purpose of the Study Island Holdings, LLC 2007 Equity Compensation Plan (the “Plan”) is to provide Eligible Participants (as defined below) with respect to Study Island Holdings, LLC (the “Company”) with an opportunity to receive grants of equity interests of the Company designated as Class B Shares and C |
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| September 3, 2009 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT exv10w23 Exhibit 10.23 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of February 18, 2009, by and among Study Island, LLC, a Delaware limited liability company (“Borrower”), the other person designated as a “Credit Party” on the signature pages hereof, the financial institutions designated as “Lenders” on the signature pages here |
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| September 3, 2009 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT exv10w22 Exhibit 10.22 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of May 21, 2008, by and among Study Island, LLC, a Delaware limited liability company (“Borrower”), the other person designated as a “Credit Party” on the signature pages hereof, the financial institutions designated as “Lenders” on the signature pages hereof (“ |
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| September 3, 2009 |
exv10w14 Exhibit 10.14 Archipelago Learning, LLC EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of this 31st day of August, 2009 by and between Archipelago Learning LLC, a Delaware limited liability company (the “Company”), and Timothy McEwen (the “Executive”). WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be |
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| September 3, 2009 |
Second Amendment to Employment Agreement Exhibit 10.10 Second Amendment to Employment Agreement This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and David Muzzo (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated |
