ABCD Документы SEC - Cambium Learning Group, Inc.- Годовой отчет, доверенное заявление, проспект эмиссии

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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 Cambium Learning Group, Inc.

SEC Filings (Chronological Order)

На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.

December 28, 2018	15-12B	ABCD / Cambium Learning Group, Inc. 15-12B 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: 001-34575 Cambium Learning Group, Inc. (Exact name of registrant as specifi
December 18, 2018	S-8 POS	ABCD / Cambium Learning Group, Inc. S-8 POS As filed with the Securities and Exchange Commission on December 18, 2018 Registration No.
December 18, 2018	POS AM	ABCD / Cambium Learning Group, Inc. POS AM As filed with the Securities and Exchange Commission on December 18, 2018 Registration No.
December 18, 2018	EX-3.2	Amended and Restated Bylaws of Cambium Learning Group, Inc. Exhibit 3.2 BY-LAWS OF CAMBIUM LEARNING GROUP, INC. ARTICLE 1 OFFICES Section 1.01 Offices. The registered office of Cambium Learning Group, Inc. (the "Corporation") shall be COGENCY GLOBAL INC., 850 New Burton Road, Suite 201, County of Kent, Dover, Delaware 19904. The name of its registered agent at such address is COGENCY GLOBAL INC. The Corporation may have other offices, both within and witho
December 18, 2018	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 8-K 1 form8-k12182018.htm 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): December 18, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juris
December 18, 2018	EX-3.1	Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. FIRST: The name of the corporation is Campus Learning Group, Inc. (the "Corporation"). SECOND: The address of the Corporation's registered office in the State of Delaware is COGENCY GLOBAL INC., 850 New Burton Road, Suite 201, County of Kent, Dover, Delaware 19904. The name of its registered agent
December 18, 2018	EX-99.1	Veritas Capital Completes Acquisition of Cambium Learning Group Exhibit 99.1 Veritas Capital Completes Acquisition of Cambium Learning Group DALLAS, December 18, 2018 (BUSINESS WIRE) - Cambium Learning® Group, Inc. (“Cambium” or the “Company”), a leading educational technology solutions company committed to helping all students reach their full potential, announced today that it has completed its previously announced sale to certain affiliates of Veritas Capit
December 18, 2018	EX-3.2	Amended and Restated Bylaws of Cambium Learning Group, Inc. Exhibit 3.2 BY-LAWS OF CAMBIUM LEARNING GROUP, INC. ARTICLE 1 OFFICES Section 1.01 Offices. The registered office of Cambium Learning Group, Inc. (the "Corporation") shall be COGENCY GLOBAL INC., 850 New Burton Road, Suite 201, County of Kent, Dover, Delaware 19904. The name of its registered agent at such address is COGENCY GLOBAL INC. The Corporation may have other offices, both within and witho
December 18, 2018	EX-99.25	EX-99.25 abcd-form25
November 30, 2018	DEFA14C	ABCD / Cambium Learning Group, Inc. DEFA14C DEFA14C 1 d667129ddefa14c.htm DEFA14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Info
November 19, 2018	DEFM14C	ABCD / Cambium Learning Group, Inc. DEFM14C DEFM14C 1 d627705ddefm14c.htm DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive In
November 9, 2018	PREM14C	ABCD / Cambium Learning Group, Inc. PREM14C PREM14C 1 d627705dprem14c.htm PREM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive In
November 8, 2018	EX-10.2	Amendment to Tax Asset Protection Rights Agreement, dated as of November 8, 2018 EX-10.2 Exhibit 10.2 AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENT This AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 2018 (the “Effective Date”), between CAMBIUM LEARNING GROUP, INC., a Delaware corporation (the “Company”), and EQUINITI TRUST COMPANY, a limited trust company organized under the laws of the State of New Y
November 8, 2018	EX-10.2	Amendment to Tax Asset Protection Rights Agreement, dated as of November 8, 2018 EX-10.2 Exhibit 10.2 AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENT This AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 2018 (the “Effective Date”), between CAMBIUM LEARNING GROUP, INC., a Delaware corporation (the “Company”), and EQUINITI TRUST COMPANY, a limited trust company organized under the laws of the State of New Y
November 8, 2018	EX-10.1	Third Amendment to Stock Purchase Agreement, dated as of November 8, 2018 EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 2018 (the “Effective Date”), by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser”), Edcity Holding Inc., a Florida corporation (“Edcity”), VSS VKidz LLC, a Delaware limited liability compan
November 8, 2018	EX-99.1	The accompanying notes are an integral part of these financial statements. EX-99.1 Exhibit 99.1 VKidz Holdings Inc. Table of Contents December 31, 2017 Page(s) Independent Auditors’ Report 1 Balance Sheet 2 Statement of Operations 3 Statement of Changes in Shareholders’ Equity 4 Statement of Cash Flows 5-6 Notes to Financial Statements 7-16 Independent Auditors’ Report To the Shareholders of VKidz Holdings Inc. We have audited the accompanying consolidated financial stat
November 8, 2018	EX-10.1	Third Amendment to Stock Purchase Agreement, dated as of November 8, 2018 EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 2018 (the “Effective Date”), by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser”), Edcity Holding Inc., a Florida corporation (“Edcity”), VSS VKidz LLC, a Delaware limited liability compan
November 8, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d555069d8k.htm 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): November 8, 2018 Cambium Learning Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34575 27-0587428 (State or other jurisd
November 1, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k11012018.htm 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): November 1, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisd
November 1, 2018	EX-99.1	Cambium Learning Group Reports Third Quarter 2018 Financial Results Year-to-Date Results Demonstrate Bookings Strength and Margin Expansion Exhibit 99.1 Cambium Learning Group Reports Third Quarter 2018 Financial Results Year-to-Date Results Demonstrate Bookings Strength and Margin Expansion DALLAS, TX – November 1, 2018 – Cambium Learning® Group, Inc. (Nasdaq: ABCD, the "Company"), a leading educational technology solutions company committed to helping all students reach their full potential, announced today financial results for its
November 1, 2018	EX-10.2	First Amendment to the Stock Purchase Agreement, dated as of June 6, 2018, among Cambium Learning Group, Inc., Edcity Holding Inc., VSS VKidZ LLC, and VKidz Holdings Inc. Exhibit 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is entered into and effective as of June 6, 2018 (the "Effective Date"), by and among Cambium Learning Group, Inc., a Delaware corporation (the "Purchaser"), Edcity Holding Inc., a Florida corporation ("Edcity"), and VSS VKidZ LLC, a Delaware limited liability company ("VSS"
November 1, 2018	EX-10.4	Amendment No. 3, effective August 20, 2018, to the Logistics Services Agreement, dated July 26, 2018, between Cambium Learning, Inc. and Geodis Logistics LLC. Exhibit 10.4 AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENT This AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENT (the "Amendment") dated as of the 26th day of July, 2018 is by and between Cambium Learning, Inc. ("Client") and Geodis Logistics LLC ("GEODIS," collectively the "Parties"). RECITALS: A. Client and GEODIS executed that certain Logistics Services Agreement dated February 22, 201
November 1, 2018	EX-10.2	First Amendment to the Stock Purchase Agreement, dated as of June 6, 2018, among Cambium Learning Group, Inc., Edcity Holding Inc., VSS VKidZ LLC, and VKidz Holdings Inc. Exhibit 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is entered into and effective as of June 6, 2018 (the "Effective Date"), by and among Cambium Learning Group, Inc., a Delaware corporation (the "Purchaser"), Edcity Holding Inc., a Florida corporation ("Edcity"), and VSS VKidZ LLC, a Delaware limited liability company ("VSS"
November 1, 2018	10-Q	ABCD / Cambium Learning Group, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learni
November 1, 2018	EX-10.4	Amendment No. 3, effective August 20, 2018, to the Logistics Services Agreement, dated July 26, 2018, between Cambium Learning, Inc. and Geodis Logistics LLC. Exhibit 10.4 AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENT This AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENT (the "Amendment") dated as of the 26th day of July, 2018 is by and between Cambium Learning, Inc. ("Client") and Geodis Logistics LLC ("GEODIS," collectively the "Parties"). RECITALS: A. Client and GEODIS executed that certain Logistics Services Agreement dated February 22, 201
October 15, 2018	EX-2.1	Agreement and Plan of Merger, dated as of October 12, 2018 EX-2.1 Exhibit 2.1 STRICTLY CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among CAMBIUM LEARNING GROUP, INC., CAMPUS HOLDING CORP. and CAMPUS MERGER SUB INC. Dated as of October 12, 2018 Table of Contents Page ARTICLE I. THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Organizational Documents of the Survivi
October 15, 2018	EX-99.1	Cambium Learning Group Enters Into Definitive Merger Agreement with Veritas Capital Holders of Common Stock Currently Outstanding to Receive $14.50 per Share in Cash EX-99.1 Exhibit 99.1 Cambium Learning Group Enters Into Definitive Merger Agreement with Veritas Capital Holders of Common Stock Currently Outstanding to Receive $14.50 per Share in Cash DALLAS, October 15, 2018 (GLOBE NEWSWIRE) — Cambium Learning® Group, Inc. (Nasdaq: ABCD, the “Company”), a leading educational technology solutions company committed to helping all students reach their full potent
October 15, 2018	EX-10.1	Second Amendment to the Stock Purchase Agreement, dated as of October 12, 2018 EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of October 12, 2018 (the “Effective Date”), by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser”), Edcity Holding Inc., a Florida corporation (“Edcity”), VSS VKidz LLC, a Delaware limited liability comp
October 15, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): October 12, 2018 Cambium Learning Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (
August 16, 2018	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k08132018.htm 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 13, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdi
August 16, 2018	EX-99.1	Cambium Learning Group Reports Second Quarter 2018 Financial Results Bookings Trends Accelerate into Important Back-to-School Selling Season Learning A-Z Bookings Up 26% for Q2 Year-over-Year, Up 13% Year-to-Date ExploreLearning Bookings Up 15% for Q Exhibit 99.1 Cambium Learning Group Reports Second Quarter 2018 Financial Results Bookings Trends Accelerate into Important Back-to-School Selling Season Learning A-Z Bookings Up 26% for Q2 Year-over-Year, Up 13% Year-to-Date ExploreLearning Bookings Up 15% for Q2 Year-over-Year, Up 14% Year-to-Date Reiterating Full-Year Outlook DALLAS, TX – August 13, 2018 – Cambium Learning® Group, Inc. (Nasdaq:
August 16, 2018	EX-99.2	Cambium Learning Group, Inc. Second Quarter 2018 Earnings Conference Call August 13, 2018 Exhibit 99.2 Cambium Learning Group, Inc. Second Quarter 2018 Earnings Conference Call August 13, 2018 Cambium Learning Group, Inc. – Second Quarter 2018 Earnings Conference Call, August 13, 2018 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcrip
August 13, 2018	10-Q	ABCD / Cambium Learning Group, Inc. 10-Q (Quarterly Report) 10-Q 1 abcd-63018x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number
August 2, 2018	EX-3.1	Second Amended and Restated Bylaws of Cambium Learning Group, Inc. (formerly known as Cambium- Voyager Holdings, Inc.) (a Delaware corporation) Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF CAMBIUM LEARNING GROUP, INC. (formerly known as Cambium-Voyager Holdings, Inc.) (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Cambium Learning Group, Inc. (hereinafter called the "Corporation") shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offi
August 2, 2018	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 8-K 1 form8-k080218.htm 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 2, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdicti
May 25, 2018	8-K	Submission of Matters to a Vote of Security Holders 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 23, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Commissi
May 17, 2018	EX-10.1	Stock Purchase Agreement Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG CAMBIUM LEARNING GROUP, INC. EDCITY HOLDING INC. and VSS VKIDZ LLC regarding the purchase and sale of all of the outstanding capital stock of VKIDZ HOLDINGS INC. DATED AS OF May 13, 2018 . TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; INTERPRETATIONS 1 Section 1.1 Definitions 1 Section 1.2 Cross-Reference to Other Definitions 10 Section 1.3 Interp
May 17, 2018	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits 8-K 1 form8-k051718.htm 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 13, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction
May 16, 2018	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k051418.htm 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 14, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction
May 16, 2018	EX-99.2	Cambium Learning Group, Inc. First Quarter 2018 Earnings Conference Call May 14, 2018 Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2018 Earnings Conference Call May 14, 2018 Cambium Learning Group, Inc. – First Quarter 2018 Earnings Conference Call, May 14, 2018 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript is bei
May 16, 2018	EX-99.1	Cambium Learning Group Reports First Quarter 2018 Financial Results Reaffirming Full-Year Outlook Announces Review of Strategic Alternatives to Maximize Shareholder Value Enters into Definitive Agreement to Acquire Edtech Provider VKidz Exhibit 99.1 Cambium Learning Group Reports First Quarter 2018 Financial Results Reaffirming Full-Year Outlook Announces Review of Strategic Alternatives to Maximize Shareholder Value Enters into Definitive Agreement to Acquire Edtech Provider VKidz DALLAS, TX – May 14, 2018 – Cambium Learning® Group, Inc. (Nasdaq: ABCD, the "Company"), a leading educational technology solutions company committed
May 14, 2018	10-Q	ABCD / Cambium Learning Group, Inc. 10-Q (Quarterly Report) 10-Q 1 abcd-33118x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe
April 13, 2018	DEFA14A	ABCD / Cambium Learning Group, Inc. DEFA14A DEFA14A 1 defa14a-2018.htm DEFA14A 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 ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14
April 13, 2018	DEF 14A	ABCD / Cambium Learning Group, Inc. DEF 14A 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 ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi
March 9, 2018	EX-99.2	Cambium Learning Group, Inc. Fourth Quarter 2017 Earnings Conference Call March 7, 2018 Exhibit 99.2 Cambium Learning Group, Inc. Fourth Quarter 2017 Earnings Conference Call March 7, 2018 Cambium Learning Group, Inc. – Fourth Quarter 2017 Earnings Conference Call, March 7, 2018 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript is
March 9, 2018	EX-99.1	Cambium Learning Group Reports Fourth Quarter 2017 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Q4 and Full Year Top-Line Growth Full Year Pre-Tax Net Income Grows 47% Full Year Adjusted EBITDA and Cash Inco EX-99.1 2 ex991-q42017earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 Cambium Learning Group Reports Fourth Quarter 2017 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Q4 and Full Year Top-Line Growth Full Year Pre-Tax Net Income Grows 47% Full Year Adjusted EBITDA and Cash Income Grow 14% and 13%, Respectively Company Makes Q4 Debt Prepayments of $20.6 Milli
March 9, 2018	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k030718.htm 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 7, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdictio
March 7, 2018	EX-21.1	Subsidiaries of Cambium Learning Group, Inc. Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2017 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware IS3D, LLC Georgia Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 7, 2018	10-K	ABCD / Cambium Learning Group, Inc. 10-K (Annual Report) 10-K 1 abcd12311710-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3
January 30, 2018	8-K	ABCD / Cambium Learning Group, Inc. 8-K (Current Report) Document 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 25, 2018 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporati
November 17, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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 14, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporat
November 17, 2017	EX-99.1	Cambium Learning Group Reports Third Quarter 2017 Financial Results Year-to-Date Net Income Nearly Doubles Adjusted EBITDA, Cash Income Rise 17% and 12%, Respectively Learning A-Z and ExploreLearning Growth, Lower Interest Expense Drive Continued Pro EX-99.1 2 ex991-q32017earningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 Cambium Learning Group Reports Third Quarter 2017 Financial Results Year-to-Date Net Income Nearly Doubles Adjusted EBITDA, Cash Income Rise 17% and 12%, Respectively Learning A-Z and ExploreLearning Growth, Lower Interest Expense Drive Continued Profitability Expansion DALLAS, TX – November 14, 2017 – Cambium Learning® Group, Inc
November 17, 2017	EX-99.2	Cambium Learning Group, Inc. Third Quarter 2017 Earnings Conference Call November 14, 2017 EX-99.2 3 ex992-q32017transcript.htm EXHIBIT 99.2 Exhibit 99.2 Cambium Learning Group, Inc. Third Quarter 2017 Earnings Conference Call November 14, 2017 Cambium Learning Group, Inc. – Third Quarter 2017 Earnings Conference Call, November 14, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of
November 14, 2017	10-Q	ABCD / Cambium Learning Group, Inc. 10-Q (Quarterly Report) 10-Q 1 abcd-93017x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N
November 14, 2017	EX-10.1	Amendment No. 1 to Office Lease Agreement, dated October 4, 2017, between PAR Capital-Briargrove, LLC and Cambium Learning, Inc. Exhibit 10.1 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is made and entered into as of the 4th day of October, 2017 (“Effective Date”), by and between PAR Capital-Briargrove, LLC, a Texas limited liability company, successor in interest to Briargrove Place, L.L.C., a Texas limited liability company, as "Landlord" and Cambium Learning, Inc
November 14, 2017	EX-10.1	Amendment No. 1 to Office Lease Agreement, dated October 4, 2017, between PAR Capital-Briargrove, LLC and Cambium Learning, Inc. Exhibit 10.1 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is made and entered into as of the 4th day of October, 2017 (“Effective Date”), by and between PAR Capital-Briargrove, LLC, a Texas limited liability company, successor in interest to Briargrove Place, L.L.C., a Texas limited liability company, as "Landlord" and Cambium Learning, Inc
August 15, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k81017.htm 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 10, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdicti
August 15, 2017	EX-99.2	Cambium Learning Group, Inc. Second Quarter 2017 Earnings Conference Call August 10, 2017 Exhibit Exhibit 99.2 Cambium Learning Group, Inc. Second Quarter 2017 Earnings Conference Call August 10, 2017 Cambium Learning Group, Inc. ? Second Quarter 2017 Earnings Conference Call, August 10, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This t
August 15, 2017	EX-99.1	Cambium Learning Group Reports Second Quarter 2017 Financial Results First Half Net Income More than Doubles to $8.3 Million First Half Adjusted EBITDA Grows $3.9 Million, or 22%, on Strength of Learning A-Z and ExploreLearning Segments Strong Bookin Exhibit Exhibit 99.1 Cambium Learning Group Reports Second Quarter 2017 Financial Results First Half Net Income More than Doubles to $8.3 Million First Half Adjusted EBITDA Grows $3.9 Million, or 22%, on Strength of Learning A-Z and ExploreLearning Segments Strong Bookings in July, First Month of Back-to-School Selling Season DALLAS, TX ? August 10, 2017 ? Cambium Learning ? Group, Inc. (NASDAQ: A
August 10, 2017	10-Q	ABCD / Cambium Learning Group, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learning Gr
June 2, 2017	8-K	Submission of Matters to a Vote of Security Holders 8-K 1 form8-k53117.htm 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 31, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction
May 15, 2017	8-K	Regulation FD Disclosure 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 15, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Commissi
May 9, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k50417.htm 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 4, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction o
May 9, 2017	EX-99.1	Cambium Learning Group Reports First Quarter 2017 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Top Line Growth Exhibit Exhibit 99.1 Cambium Learning Group Reports First Quarter 2017 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Top Line Growth DALLAS, TX – May 4, 2017 – Cambium Learning® Group, Inc. (NASDAQ: ABCD, the “Company”), a leading educational solutions and services company committed to helping all students reach their full potential, announced today financ
May 9, 2017	EX-99.2	Cambium Learning Group, Inc. First Quarter 2017 Earnings Conference Call May 4, 2017 Exhibit Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2017 Earnings Conference Call May 4, 2017 Cambium Learning Group, Inc. ? First Quarter 2017 Earnings Conference Call, May 4, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript
May 8, 2017	8-K	Regulation FD Disclosure 8-K 1 form8-k50817.htm 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 8, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction o
May 4, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 abcd-3311710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number
April 19, 2017	DEFA14A	Cambium Learning Group DEFA14A DEFA14A 1 defa14a-2017.htm DEFA14A 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 ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14
April 19, 2017	DEF 14A	Cambium Learning Group DEF 14A 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 ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi
March 16, 2017	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k031417.htm 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 14, 2017 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdicti
March 16, 2017	EX-99.2	Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Exhibit Exhibit 99.2 Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Cambium Learning Group, Inc. – Fourth Quarter 2016 Earnings Conference Call, March 14, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This tra
March 16, 2017	EX-99.1	Cambium Learning Group Reports Fourth Quarter 2016 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Full Year Top-Line Growth 2016 Net Income Improves by $11.8 Million, with Positive Impact from 2015 Debt Refina Exhibit Exhibit 99.1 Cambium Learning Group Reports Fourth Quarter 2016 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Full Year Top-Line Growth 2016 Net Income Improves by $11.8 Million, with Positive Impact from 2015 Debt Refinancing Adjusted EBITDA and Cash Income Results Show Growth, Margins Expand Company Makes Fourth Quarter Debt Prepayment of $25 Mil
March 16, 2017	EX-99.1	Cambium Learning Group Reports Fourth Quarter 2016 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Full Year Top-Line Growth 2016 Net Income Improves by $11.8 Million, with Positive Impact from 2015 Debt Refina Exhibit Exhibit 99.1 Cambium Learning Group Reports Fourth Quarter 2016 Financial Results Digital Segments Learning A-Z and ExploreLearning Record Double-Digit Full Year Top-Line Growth 2016 Net Income Improves by $11.8 Million, with Positive Impact from 2015 Debt Refinancing Adjusted EBITDA and Cash Income Results Show Growth, Margins Expand Company Makes Fourth Quarter Debt Prepayment of $25 Mil
March 16, 2017	EX-99.2	Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Exhibit Exhibit 99.2 Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Cambium Learning Group, Inc. – Fourth Quarter 2016 Earnings Conference Call, March 14, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This tra
March 16, 2017	EX-99.2	Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Exhibit Exhibit 99.2 Cambium Learning Group, Inc. Fourth Quarter 2016 Earnings Conference Call March 14, 2017 Cambium Learning Group, Inc. – Fourth Quarter 2016 Earnings Conference Call, March 14, 2017 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This tra
March 14, 2017	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Col Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 14, 2017	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Col Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 14, 2017	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Col Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 14, 2017	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Col Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2016 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 14, 2017	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 abcd10-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34575 C
December 21, 2016	EX-10.1	Amendment No. 2, dated December 16, 2016, to Consulting Agreement, dated July 24, 2009, between Cambium Learning Group, Inc. and VSS Fund Management LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K filed on December 21, 2016 (File No. 001-34575)). Exhibit Exhibit 10.1 AMENDMENT NO. 2 TO AGREEMENT (Regarding Certain Fees) This Amendment No. 2 (the “ Amendment ”) to that certain Agreement (the “ Agreement ”), dated July 24, 2009, is entered into by and between VSS Fund Management LLC (“ VSS LLC ”) and Cambium Learning Group, Inc., a Delaware corporation (formerly known as Cambium-Voyager Holdings, Inc.) (the “ Company ”). Capitalized terms us
December 21, 2016	EX-10.1	Amendment No. 2, dated December 16, 2016, to Consulting Agreement, dated July 24, 2009, between Cambium Learning Group, Inc. and VSS Fund Management LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K filed on December 21, 2016 (File No. 001-34575)). Exhibit Exhibit 10.1 AMENDMENT NO. 2 TO AGREEMENT (Regarding Certain Fees) This Amendment No. 2 (the “ Amendment ”) to that certain Agreement (the “ Agreement ”), dated July 24, 2009, is entered into by and between VSS Fund Management LLC (“ VSS LLC ”) and Cambium Learning Group, Inc., a Delaware corporation (formerly known as Cambium-Voyager Holdings, Inc.) (the “ Company ”). Capitalized terms us
December 21, 2016	EX-10.1	Amendment No. 2, dated December 16, 2016, to Consulting Agreement, dated July 24, 2009, between Cambium Learning Group, Inc. and VSS Fund Management LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K filed on December 21, 2016 (File No. 001-34575)). Exhibit Exhibit 10.1 AMENDMENT NO. 2 TO AGREEMENT (Regarding Certain Fees) This Amendment No. 2 (the “ Amendment ”) to that certain Agreement (the “ Agreement ”), dated July 24, 2009, is entered into by and between VSS Fund Management LLC (“ VSS LLC ”) and Cambium Learning Group, Inc., a Delaware corporation (formerly known as Cambium-Voyager Holdings, Inc.) (the “ Company ”). Capitalized terms us
December 21, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits Document 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): December 16, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporat
November 15, 2016	EX-99.1	Cambium Learning Group Reports Third Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong Year-to-Date Top-Line Growth Year-to-Date Net Income Improves by $6.0 Million, with Positive Impact from 2015 Debt Refinancing Exhibit Exhibit 99.1 Cambium Learning Group Reports Third Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong Year-to-Date Top-Line Growth Year-to-Date Net Income Improves by $6.0 Million, with Positive Impact from 2015 Debt Refinancing Margins Reach Seasonal Third Quarter Highs of 9% for Net Income, 30% for Adjusted EBITDA and 48% for Cash Income DALLAS - Novemb
November 15, 2016	8-K	Regulation FD Disclosure, 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): November 10, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Com
November 15, 2016	EX-99.2	Cambium Learning Group, Inc. Third Quarter 2016 Earnings Conference Call November 10, 2016 EX-99.2 3 ex992-q3transcript.htm EXHIBIT 99.2 Exhibit 99.2 Cambium Learning Group, Inc. Third Quarter 2016 Earnings Conference Call November 10, 2016 Cambium Learning Group, Inc. – Third Quarter 2016 Earnings Conference Call, November 10, 2016 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the
November 10, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 abcd-93016x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N
September 21, 2016	8-A12B	Cambium Learning Group 8-A12B Document 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 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0587428 (State of incorporation or organization) (I.R.S. Employer Identification No.) 17855
September 21, 2016	EX-3.1	Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. (incorporated by reference to Exhibit 3.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 3.1 CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK OF CAMBIUM LEARNING GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CAMBIUM LEARNING GROUP, INC., a corporation
September 21, 2016	EX-3.1	Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. (incorporated by reference to Exhibit 3.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 3.1 CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK OF CAMBIUM LEARNING GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CAMBIUM LEARNING GROUP, INC., a corporation
September 21, 2016	EX-3.1	Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. (incorporated by reference to Exhibit 3.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 3.1 CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK OF CAMBIUM LEARNING GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CAMBIUM LEARNING GROUP, INC., a corporation
September 21, 2016	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events 8-K 1 a092116-8k.htm 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): September 21, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdict
September 21, 2016	EX-4.1	Tax Asset Protection Rights Agreement, dated as of September 21, 2016, between Cambium Learning Group, Inc. and Wells Fargo Bank, National Association, as Rights Agent, which includes the Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated by reference to Exhibit 4.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 4.1 TAX ASSET PROTECTION RIGHTS AGREEMENT dated as of September 21, 2016 between CAMBIUM LEARNING GROUP, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Rights Agent TABLE OF CONTENTS PAGES SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 11 SECTION 3. ISSUE OF RIGHTS AND RIGHT CERTIFICATES 11 SECTION 4. FORM OF RIGHT CERTIFICATES 14 SECTION 5. EXECUTION,
September 21, 2016	EX-4.1	Tax Asset Protection Rights Agreement, dated as of September 21, 2016, between Cambium Learning Group, Inc. and Wells Fargo Bank, National Association, as Rights Agent, which includes the Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated by reference to Exhibit 4.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 4.1 TAX ASSET PROTECTION RIGHTS AGREEMENT dated as of September 21, 2016 between CAMBIUM LEARNING GROUP, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Rights Agent TABLE OF CONTENTS PAGES SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 11 SECTION 3. ISSUE OF RIGHTS AND RIGHT CERTIFICATES 11 SECTION 4. FORM OF RIGHT CERTIFICATES 14 SECTION 5. EXECUTION,
September 21, 2016	EX-99.1	Cambium Learning Adopts Rights Plan Designed to Preserve Valuable Net Operating Loss Carryforwards and Other Tax Benefits Exhibit Exhibit 99.1 Cambium Learning Adopts Rights Plan Designed to Preserve Valuable Net Operating Loss Carryforwards and Other Tax Benefits Dallas, TX ? September 21, 2016 ? Cambium Learning ? Group (NASDAQ: ABCD, the ?Company?), a leading educational solutions and services company committed to helping all students reach their full potential, today announced that its Board of Directors has adop
September 21, 2016	EX-4.1	Tax Asset Protection Rights Agreement, dated as of September 21, 2016, between Cambium Learning Group, Inc. and Wells Fargo Bank, National Association, as Rights Agent, which includes the Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated by reference to Exhibit 4.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 4.1 TAX ASSET PROTECTION RIGHTS AGREEMENT dated as of September 21, 2016 between CAMBIUM LEARNING GROUP, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Rights Agent TABLE OF CONTENTS PAGES SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 11 SECTION 3. ISSUE OF RIGHTS AND RIGHT CERTIFICATES 11 SECTION 4. FORM OF RIGHT CERTIFICATES 14 SECTION 5. EXECUTION,
September 21, 2016	EX-3.1	Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. (incorporated by reference to Exhibit 3.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 3.1 CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK OF CAMBIUM LEARNING GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CAMBIUM LEARNING GROUP, INC., a corporation
September 21, 2016	EX-4.1	Tax Asset Protection Rights Agreement, dated as of September 21, 2016, between Cambium Learning Group, Inc. and Wells Fargo Bank, National Association, as Rights Agent, which includes the Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Cambium Learning Group, Inc. as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated by reference to Exhibit 4.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated September 21, 2016 (File No. 001-34575)). Exhibit Exhibit 4.1 TAX ASSET PROTECTION RIGHTS AGREEMENT dated as of September 21, 2016 between CAMBIUM LEARNING GROUP, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Rights Agent TABLE OF CONTENTS PAGES SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 11 SECTION 3. ISSUE OF RIGHTS AND RIGHT CERTIFICATES 11 SECTION 4. FORM OF RIGHT CERTIFICATES 14 SECTION 5. EXECUTION,
August 16, 2016	8-K	Financial Statements and Exhibits 8-K 1 abcd-8k20160811.htm 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, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other ju
August 16, 2016	EX-99.1	Cambium Learning Group Reports Second Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong First Half Top-Line Growth Net Income Improves by $4.2 Million, with Positive Impact from 2015 Debt Refinancing Exhibit 99.1 Cambium Learning Group Reports Second Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong First Half Top-Line Growth Net Income Improves by $4.2 Million, with Positive Impact from 2015 Debt Refinancing DALLAS— August 11, 2016—Cambium Learning® Group, Inc. (NASDAQ: ABCD, the “Company”), a leading educational solutions and services company committed to
August 16, 2016	EX-99.1	Cambium Learning Group Reports Second Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong First Half Top-Line Growth Net Income Improves by $4.2 Million, with Positive Impact from 2015 Debt Refinancing Exhibit 99.1 Cambium Learning Group Reports Second Quarter 2016 Financial Results Learning A-Z and ExploreLearning Segments Record Strong First Half Top-Line Growth Net Income Improves by $4.2 Million, with Positive Impact from 2015 Debt Refinancing DALLAS— August 11, 2016—Cambium Learning® Group, Inc. (NASDAQ: ABCD, the “Company”), a leading educational solutions and services company committed to
August 16, 2016	EX-99.2	Cambium Learning Group, Inc. 2Q 2016 Earnings Conference Call August 11, 2016 Exhibit 99.2 Cambium Learning Group, Inc. 2Q 2016 Earnings Conference Call August 11, 2016 Cambium Learning Group, Inc. ? 2Q 2016 Earnings Conference Call, August 11, 2016 ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript is being made availabl
August 12, 2016	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation August 2016 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
August 12, 2016	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation August 2016 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
August 12, 2016	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation August 2016 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
August 12, 2016	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation August 2016 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
August 12, 2016	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation August 2016 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
August 12, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits abcd-8k20160812.htm 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 12, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of i
August 11, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 abcd-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb
May 26, 2016	8-K	Current Report abcd-8k20160525.htm 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 25, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of inco
May 11, 2016	EX-99.3	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex993206.pptx.htm Real Progress for Every Student Investor Presentation May 2016 Exhibit 99.3 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
May 11, 2016	EX-99.2	Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 abcd-ex992115.htm Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 Cambium Learning Group, Inc. – First Quarter 2016 Earnings Call, May 5, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C
May 11, 2016	EX-99.3	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex993206.pptx.htm Real Progress for Every Student Investor Presentation May 2016 Exhibit 99.3 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
May 11, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 abcd-8k20160505.htm 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 5, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdictio
May 11, 2016	EX-99.2	Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 abcd-ex992115.htm Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 Cambium Learning Group, Inc. – First Quarter 2016 Earnings Call, May 5, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C
May 11, 2016	EX-99.3	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex993206.pptx.htm Real Progress for Every Student Investor Presentation May 2016 Exhibit 99.3 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
May 11, 2016	EX-99.2	Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 abcd-ex992115.htm Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 Cambium Learning Group, Inc. – First Quarter 2016 Earnings Call, May 5, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C
May 11, 2016	EX-99.1	Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth abcd-ex99117.htm Exhibit 99.1 Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth DALLAS? May 5, 2016?Cambium Learning? Group, Inc. (NASDAQ: ABCD, the ?Company?), a leading educational solutions and services company committed to helping all student
May 11, 2016	EX-99.2	Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 abcd-ex992115.htm Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 Cambium Learning Group, Inc. – First Quarter 2016 Earnings Call, May 5, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C
May 11, 2016	EX-99.2	Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 abcd-ex992115.htm Exhibit 99.2 Cambium Learning Group, Inc. First Quarter 2016 Earnings Call May 5, 2016 Cambium Learning Group, Inc. – First Quarter 2016 Earnings Call, May 5, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C
May 11, 2016	EX-99.1	Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth abcd-ex99117.htm Exhibit 99.1 Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth DALLAS? May 5, 2016?Cambium Learning? Group, Inc. (NASDAQ: ABCD, the ?Company?), a leading educational solutions and services company committed to helping all student
May 11, 2016	EX-99.1	Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth abcd-ex99117.htm Exhibit 99.1 Cambium Learning Group Reports First Quarter 2016 Financial Results Results Positively Impacted by 2015 Debt Refinancing Reaffirming Full Year Outlook for Bookings, Adjusted EBITDA and Cash Income Growth DALLAS? May 5, 2016?Cambium Learning? Group, Inc. (NASDAQ: ABCD, the ?Company?), a leading educational solutions and services company committed to helping all student
May 11, 2016	EX-99.3	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex993206.pptx.htm Real Progress for Every Student Investor Presentation May 2016 Exhibit 99.3 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known
May 5, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learning G
April 15, 2016	DEFA14A	Cambium Learning Group DEFA14A DEFA14A 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 ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro
April 15, 2016	DEF 14A	Cambium Learning Group DEF 14A DEF 14A 1 d58129ddef14a.htm DEF 14A 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 þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as p
March 8, 2016	EX-99.2	Cambium Learning Group, Inc. Fourth Quarter 2015 Earnings Conference Call March 3, 2016 Exhibit 99.2 Cambium Learning Group, Inc. Fourth Quarter 2015 Earnings Conference Call March 3, 2016 Cambium Learning Group ? Fourth Quarter 2015 Earnings Conference Call, March 3, 2016 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T
March 8, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 abcd-8k20160303.htm 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 3, 2016 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdict
March 8, 2016	EX-99.1	Cambium Learning Group Grows 2015 Cash Income 28% Bookings Grow 6%, Led by Learning A-Z; Technology-Enabled Products Grow 19% Cash Income Growth in All Segments as Higher-Margin Bookings Absorb Higher Capital Investments Technology-Enabled Strategy S Exhibit 99.1 Cambium Learning Group Grows 2015 Cash Income 28% Bookings Grow 6%, Led by Learning A-Z; Technology-Enabled Products Grow 19% Cash Income Growth in All Segments as Higher-Margin Bookings Absorb Higher Capital Investments Technology-Enabled Strategy Successfully Transforming Business Model, Building Platform for Growth DALLAS— March 3, 2016—Cambium Learning® Group, Inc. (NASDAQ: ABCD,
March 8, 2016	EX-99.3	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat Real Progress for Every Student Investor Presentation March 2016 Exhibit 99.3 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known and unknown risks, un
March 3, 2016	EX-10.43	Security Agreement Dated as of December 10, 2015, among Cambium Learning, Inc., Cambium Learning Group, Inc., the other Grantors party thereto and Webster Bank, N.A. (incorporated by reference to Exhibit 10.43 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). EX-10.43 4 abcd-ex1043362.htm EX-10.43 Exhibit 10.43 SECURITY AGREEMENT This Security Agreement (this “Agreement”) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (to
March 3, 2016	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 3, 2016	EX-10.45	Pledge Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as pledgors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.45 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.45 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiarie
March 3, 2016	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 3, 2016	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2015 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware Learning A-Z, LLC Delaware ExploreLearning, LLC Delaware
March 3, 2016	EX-10.41	Credit Agreement Dated as of December 10, 2015, among Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Thereto (incorporated by reference to Exhibit 10.41 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.41 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
March 3, 2016	EX-10.42	Management Fee Subordination Agreement, by and between VSS Fund Management LLC and Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto (incorporated by reference to Exhibit 10.42 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.42 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as
March 3, 2016	EX-10.41	Credit Agreement Dated as of December 10, 2015, among Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Thereto (incorporated by reference to Exhibit 10.41 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.41 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
March 3, 2016	EX-10.42	Management Fee Subordination Agreement, by and between VSS Fund Management LLC and Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto (incorporated by reference to Exhibit 10.42 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.42 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as
March 3, 2016	EX-10.45	Pledge Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as pledgors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.45 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.45 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiarie
March 3, 2016	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 abcd-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001
March 3, 2016	EX-10.44	Guaranty Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as guarantors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.44 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.44 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) fo
March 3, 2016	EX-10.45	Pledge Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as pledgors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.45 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.45 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiarie
March 3, 2016	EX-10.44	Guaranty Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as guarantors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.44 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.44 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) fo
March 3, 2016	EX-10.42	Management Fee Subordination Agreement, by and between VSS Fund Management LLC and Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto (incorporated by reference to Exhibit 10.42 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.42 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as
March 3, 2016	EX-10.41	Credit Agreement Dated as of December 10, 2015, among Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Thereto (incorporated by reference to Exhibit 10.41 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.41 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
March 3, 2016	EX-10.45	Pledge Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as pledgors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.45 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.45 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiarie
March 3, 2016	EX-10.44	Guaranty Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as guarantors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.44 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.44 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) fo
March 3, 2016	EX-10.44	Guaranty Agreement Dated as of December 10, 2015, among Cambium Learning Group, Inc. and the Subsidiaries of Cambium Learning Inc., as guarantors and Webster Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.44 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.44 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) fo
March 3, 2016	EX-10.41	Credit Agreement Dated as of December 10, 2015, among Cambium Learning, Inc., Cambium Learning Group, Inc., Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Thereto (incorporated by reference to Exhibit 10.41 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016 (File No. 001-34575)). Exhibit 10.41 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
December 11, 2015	EX-10.3	SECURITY AGREEMENT Exhibit 10.3 SECURITY AGREEMENT This Security Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, c
December 11, 2015	EX-99.1	Cambium Learning Group Announces Closing of $135 Million Credit Facility EX-99.1 7 abcd-ex99143.htm EX-99.1 Exhibit 99.1 Cambium Learning Group Announces Closing of $135 Million Credit Facility DALLAS—December 11, 2015—Cambium Learning® Group, Inc. (NASDAQ: ABCD, the “Company”), a leading educational solutions and services company committed to helping all students reach their full potential, announced today completion of a new $135.0 million credit facility by its whol
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
December 11, 2015	EX-10.3	SECURITY AGREEMENT Exhibit 10.3 SECURITY AGREEMENT This Security Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, c
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a abcd-ex1018.htm Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syn
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a abcd-ex1018.htm Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syn
December 11, 2015	EX-10.5	PLEDGE AGREEMENT Exhibit 10.5 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries
December 11, 2015	EX-10.2	VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 Exhibit 10.2 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as o
December 11, 2015	EX-10.3	SECURITY AGREEMENT Exhibit 10.3 SECURITY AGREEMENT This Security Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, c
December 11, 2015	EX-10.3	SECURITY AGREEMENT Exhibit 10.3 SECURITY AGREEMENT This Security Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, c
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a abcd-ex1018.htm Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syn
December 11, 2015	EX-10.5	PLEDGE AGREEMENT Exhibit 10.5 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries
December 11, 2015	8-K	Cambium Learning Group Form 8-K (Current Report/Significant Event) abcd-8k20151210.htm 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): December 10, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of
December 11, 2015	EX-10.4	GUARANTY AGREEMENT Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) for
December 11, 2015	EX-10.4	GUARANTY AGREEMENT Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) for
December 11, 2015	EX-10.4	GUARANTY AGREEMENT Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) for
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
December 11, 2015	EX-10.5	PLEDGE AGREEMENT Exhibit 10.5 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries
December 11, 2015	EX-10.4	GUARANTY AGREEMENT Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Agreement?) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), and the parties listed on the signature pages hereto (together with Holdings, collectively, the ?Guarantors? and each, a ?Guarantor?) in favor of Webster Bank, N.A., as administrative agent (the ?Administrative Agent?) for
December 11, 2015	EX-10.5	PLEDGE AGREEMENT Exhibit 10.5 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries
December 11, 2015	EX-10.2	VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 Exhibit 10.2 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as o
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a abcd-ex1018.htm Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syn
December 11, 2015	EX-10.1	CREDIT AGREEMENT Dated as of December 10, 2015, CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, The Other Lenders Party Hereto WEBSTER BANK, N.A., a Exhibit 10.1 CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER BANK, N.A., as a Joint Lead Arranger, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Joint Lead Arranger and Syndication Agent,
December 11, 2015	EX-10.2	VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 Exhibit 10.2 VSS Fund Management LLC Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 December 10, 2015 The Administrative Agent and the Lenders (as defined in the Credit Agreement referred to below) Re: Agreement dated as of July 24, 2009, by and between VSS Fund Management LLC and Cambium Learning Group, Inc., as amended by that certain Amendment No. 1 to Agreement dated as o
December 11, 2015	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): December 10, 2015 Cambium Learnin 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): December 10, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Com
December 11, 2015	EX-10.5	PLEDGE AGREEMENT Exhibit 10.5 PLEDGE AGREEMENT This Pledge Agreement (this ?Agreement?) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (?Holdings?), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the ?Borrower?), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries
November 18, 2015	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat abcd-ex9916.pptx.htm Real Progress for Every Student Investor Presentation November 2015 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve kno
November 18, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 abcd-8k20151118.htm 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): November 18, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juris
November 18, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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 18, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Com
November 18, 2015	EX-99.1	Investment Highlights Leader in PreK-12 Education Award-winning educational solutions provider Large Addressable Market in Flux Common Core is disruptive, increasing need for effective solutions Strategic Transformation Underway LAZ results illustrat EX-99.1 2 abcd-ex9916.htm EX-99.1 Real Progress for Every Student Investor Presentation November 2015 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., an
November 16, 2015	EX-99.1	Cambium Learning Group Reports Third Quarter 2015 Financial Results Technology-Enabled Strategy Successfully Transforming Business Model Bookings in Most Seasonally Important Quarter Grow 6%, on Track for Full-Year Objectives Technology-Enabled Produ Exhibit 99.1 Cambium Learning Group Reports Third Quarter 2015 Financial Results Technology-Enabled Strategy Successfully Transforming Business Model Bookings in Most Seasonally Important Quarter Grow 6%, on Track for Full-Year Objectives Technology-Enabled Products Trending toward Double Digit Growth in 2015 YTD Cash Income Grows 26% YoY as Higher Bookings and Margins Absorb Higher Capital Invest
November 16, 2015	8-K	Financial Statements and Exhibits 8-K 1 abcd-8k20151112.htm 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): November 12, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juris
November 16, 2015	EX-99.2	Cambium Learning Group, Inc. Third Quarter 2015 Earnings Conference Call November 12, 2015 Exhibit 99.2 Cambium Learning Group, Inc. Third Quarter 2015 Earnings Conference Call November 12, 2015 Cambium Learning Group ? Third Quarter 2015 Earnings Conference Call, November 12, 2015 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel and Corporate Secretary John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P
November 16, 2015	8-K	Cambium Learning Group Form 8-K (Current Report/Significant Event) abcd-8k20151112.htm 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 12, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of
November 16, 2015	EX-99.1	Cambium Learning Group Reports Third Quarter 2015 Financial Results Technology-Enabled Strategy Successfully Transforming Business Model Bookings in Most Seasonally Important Quarter Grow 6%, on Track for Full-Year Objectives Technology-Enabled Produ Exhibit 99.1 Cambium Learning Group Reports Third Quarter 2015 Financial Results Technology-Enabled Strategy Successfully Transforming Business Model Bookings in Most Seasonally Important Quarter Grow 6%, on Track for Full-Year Objectives Technology-Enabled Products Trending toward Double Digit Growth in 2015 YTD Cash Income Grows 26% YoY as Higher Bookings and Margins Absorb Higher Capital Invest
November 12, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learni
November 12, 2015	10-Q	Cambium Learning Group Form 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learni
October 2, 2015	EX-24.4_607894	EX-24.4_607894 POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints each of Scott McWhorter, her true and lawful attorney-in-fact to: 1.
October 2, 2015	EX-24.4_607894	EX-24.4_607894 POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints each of Scott McWhorter, her true and lawful attorney-in-fact to: 1.
October 2, 2015	EX-24.4_607894	EX-24.4_607894 POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints each of Scott McWhorter, her true and lawful attorney-in-fact to: 1.
October 2, 2015	EX-24.4_607894	EX-24.4_607894 POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints each of Scott McWhorter, her true and lawful attorney-in-fact to: 1.
September 14, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 abcd-8k20150915.htm 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): September 14, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juri
September 14, 2015	EX-99.1	Investment Highlights abcd-ex99123.pptx.htm Real Progress for Every Student Investor Presentation September 2015 Exhibit 99.1E Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve
September 1, 2015	EX-99.1	Investment Highlights abcd-ex9917.pptx.htm Real Progress for Every Student Investor Presentation September 2015 Exhibit 99.1E Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve k
September 1, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits abcd-8k20150901.htm 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): September 1, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of
August 18, 2015	EX-99.1	Cambium Learning Group Reports Second Quarter 2015 Financial Results Bookings from Technology-Enabled Products on Track for Full Year Double-Digit Growth Learning A-Z Segment First Half Bookings Increased 17% and Adjusted EBITDA Increased 27% Cash In EX-99.1 2 abcd-ex9917.htm EX-99.1 Exhibit 99.1 Cambium Learning Group Reports Second Quarter 2015 Financial Results Bookings from Technology-Enabled Products on Track for Full Year Double-Digit Growth Learning A-Z Segment First Half Bookings Increased 17% and Adjusted EBITDA Increased 27% Cash Income (Loss) Improves as Technology-Enabled Products and Lower Costs Offset Higher CapEx Investments DAL
August 18, 2015	8-K	Financial Statements and Exhibits 8-K 1 abcd-8k20150813.htm 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 13, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdi
August 18, 2015	EX-99.2	Cambium Learning Group, Inc. Second Quarter 2015 Earnings Conference Call August 13, 2015 Exhibit 99.2 Cambium Learning Group, Inc. Second Quarter 2015 Earnings Conference Call August 13, 2015 Cambium Learning Group, Inc. ? Second Quarter 2015 Earnings Conference Call, August 13, 2015 C O R P O R A T E P A R T I C I P A N T S Scott McWhorter, General Counsel John Campbell, Chief Executive Officer Barbara Benson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T
August 13, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 abcd-10q20150630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb
June 26, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 abcd-8k20150626.htm 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 26, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdict
June 26, 2015	EX-99.1	Investment Highlights abcd-ex991201506266.pptx.htm Real Progress for Every Student Investor Presentation June 2015 Exhibit 99.1 Forward Looking Statements and Non GAAP Financial Measures Forward-Looking Statements Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc. (the ?Compan
May 29, 2015	8-K	Submission of Matters to a Vote of Security Holders 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 27, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Commissi
May 20, 2015	EX-99.2	1 EX-99.2 3 exhibit2.htm EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Tho
May 20, 2015	EX-99.2	1 EX-99.2 3 exhibit2.htm EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Tho
May 20, 2015	EX-99.1	Cambium Learning Group Reports First Quarter 2015 Financial Results Bookings from Technology-Enabled Products Grew 33% Learning A-Z Segment Bookings Increased 17%, Adjusted EBITDA Increased 29% Cash Income (Loss) Improves as Technology-Enabled Produc EX-99.1 2 exhibit1.htm EX-99.1 Exhibit 99.1 Cambium Learning Group Reports First Quarter 2015 Financial Results Bookings from Technology-Enabled Products Grew 33% Learning A-Z Segment Bookings Increased 17%, Adjusted EBITDA Increased 29% Cash Income (Loss) Improves as Technology-Enabled Products and Lower Costs Offset Higher CapEx Investments Aggregating Voyager Sopris Learning and Kurzweil Educat
May 20, 2015	EX-99.2	1 EX-99.2 3 exhibit2.htm EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Tho
May 20, 2015	EX-99.2	1 EX-99.2 3 exhibit2.htm EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Tho
May 20, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 htm51864.htm LIVE FILING 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 14, 2015 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdict
May 15, 2015	EX-10.1	Amendment, effective April 30, 2015, to Logistics Services Agreement, dated February 22, 2012, between Cambium Learning, Inc. and Ozburn-Hessey Logistics, LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated May 11, 2015, filed with the SEC on May 15, 2015). EX-10.1 Exhibit 10.1 AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT This Amendment Two to the Logistics Services Agreement (?Amendment?) is made and entered into as of April 30, 2015, by and between Ozburn-Hessey Logistics, LLC (?Contractor?) and Cambium Learning, Inc. (?Client?) collectively referred to as the (?Parties?). WHEREAS Contractor and Client entered into a Logistics Services Agreeme
May 15, 2015	EX-10.1	Amendment, effective April 30, 2015, to Logistics Services Agreement, dated February 22, 2012, between Cambium Learning, Inc. and Ozburn-Hessey Logistics, LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated May 11, 2015, filed with the SEC on May 15, 2015). EX-10.1 Exhibit 10.1 AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT This Amendment Two to the Logistics Services Agreement (?Amendment?) is made and entered into as of April 30, 2015, by and between Ozburn-Hessey Logistics, LLC (?Contractor?) and Cambium Learning, Inc. (?Client?) collectively referred to as the (?Parties?). WHEREAS Contractor and Client entered into a Logistics Services Agreeme
May 15, 2015	EX-10.1	Amendment, effective April 30, 2015, to Logistics Services Agreement, dated February 22, 2012, between Cambium Learning, Inc. and Ozburn-Hessey Logistics, LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated May 11, 2015, filed with the SEC on May 15, 2015). EX-10.1 Exhibit 10.1 AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT This Amendment Two to the Logistics Services Agreement (?Amendment?) is made and entered into as of April 30, 2015, by and between Ozburn-Hessey Logistics, LLC (?Contractor?) and Cambium Learning, Inc. (?Client?) collectively referred to as the (?Parties?). WHEREAS Contractor and Client entered into a Logistics Services Agreeme
May 15, 2015	EX-10.1	Amendment, effective April 30, 2015, to Logistics Services Agreement, dated February 22, 2012, between Cambium Learning, Inc. and Ozburn-Hessey Logistics, LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated May 11, 2015, filed with the SEC on May 15, 2015). EX-10.1 Exhibit 10.1 AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT This Amendment Two to the Logistics Services Agreement (?Amendment?) is made and entered into as of April 30, 2015, by and between Ozburn-Hessey Logistics, LLC (?Contractor?) and Cambium Learning, Inc. (?Client?) collectively referred to as the (?Parties?). WHEREAS Contractor and Client entered into a Logistics Services Agreeme
May 15, 2015	EX-10.1	Amendment, effective April 30, 2015, to Logistics Services Agreement, dated February 22, 2012, between Cambium Learning, Inc. and Ozburn-Hessey Logistics, LLC (incorporated by reference to Exhibit 10.1 to Cambium Learning Group, Inc.’s Current Report on Form 8-K dated May 11, 2015, filed with the SEC on May 15, 2015). EX-10.1 Exhibit 10.1 AMENDMENT TWO TO THE LOGISTICS SERVICES AGREEMENT This Amendment Two to the Logistics Services Agreement (?Amendment?) is made and entered into as of April 30, 2015, by and between Ozburn-Hessey Logistics, LLC (?Contractor?) and Cambium Learning, Inc. (?Client?) collectively referred to as the (?Parties?). WHEREAS Contractor and Client entered into a Logistics Services Agreeme
May 15, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 htm51842.htm LIVE FILING 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, 2015 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdict
May 14, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learning G
May 7, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers CAMBIUM LEARNING GROUP, 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 5, 2015 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other
April 14, 2015	DEFA14A	Cambium Learning Group DEFA14A DEFA14A 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 ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro
April 14, 2015	DEF 14A	Cambium Learning Group DEFINITIVE NOTICE & PROXY STATEMENT 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 þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi
April 2, 2015	EX-10.1	1 EX-10.1 Exhibit 10.1 March 27, 2015 Carolyn Getridge Re: Employment Terms Dear Carolyn: This letter agreement (?Agreement?) sets forth the terms and conditions of your continued employment with Cambium Learning Group, Inc. (the ?Company?) as the Senior Vice President of Strategic Partnerships of Cambium Learning Group, effective as of January 1, 2015 (the ?Effective Date?). 1. Salary. As of the Ef
April 2, 2015	EX-10.1	1 EX-10.1 Exhibit 10.1 March 27, 2015 Carolyn Getridge Re: Employment Terms Dear Carolyn: This letter agreement (?Agreement?) sets forth the terms and conditions of your continued employment with Cambium Learning Group, Inc. (the ?Company?) as the Senior Vice President of Strategic Partnerships of Cambium Learning Group, effective as of January 1, 2015 (the ?Effective Date?). 1. Salary. As of the Ef
April 2, 2015	EX-10.1	1 EX-10.1 Exhibit 10.1 March 27, 2015 Carolyn Getridge Re: Employment Terms Dear Carolyn: This letter agreement (?Agreement?) sets forth the terms and conditions of your continued employment with Cambium Learning Group, Inc. (the ?Company?) as the Senior Vice President of Strategic Partnerships of Cambium Learning Group, effective as of January 1, 2015 (the ?Effective Date?). 1. Salary. As of the Ef
April 2, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 htm51565.htm LIVE FILING 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 27, 2015 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdi
April 2, 2015	EX-10.1	1 EX-10.1 Exhibit 10.1 March 27, 2015 Carolyn Getridge Re: Employment Terms Dear Carolyn: This letter agreement (?Agreement?) sets forth the terms and conditions of your continued employment with Cambium Learning Group, Inc. (the ?Company?) as the Senior Vice President of Strategic Partnerships of Cambium Learning Group, effective as of January 1, 2015 (the ?Effective Date?). 1. Salary. As of the Ef
March 18, 2015	8-K	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): March 17, 2015 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction of incorporation) (Commis
March 18, 2015	EX-99.1	Cambium Learning Group Announces 2014 Cash Income of $23 Million Order Volume from Technology-Enabled Products Show Continued Growth Cash Income Margin Expansion Driven by Technology-Enabled Products and Cost Management Learning A-Z Segment Order Vol EX-99.1 Exhibit 99.1 Cambium Learning Group Announces 2014 Cash Income of $23 Million Order Volume from Technology-Enabled Products Show Continued Growth Cash Income Margin Expansion Driven by Technology-Enabled Products and Cost Management Learning A-Z Segment Order Volume Increased 30%, Adjusted EBITDA Increased 25% Prepaid $35 Million in Debt During 2014 DALLAS, March 17, 2015?Cambium Learning?
March 17, 2015	EX-3.3	Third Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. (formerly known as Cambium Holdings, Inc.) (incorporated by reference to Exhibit 3.3 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 17, 2015). Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. Cambium Learning Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The name of the corporation is Cambium Learning Group, Inc. The Certificate of Incorporation of the corporation was origi
March 17, 2015	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 EX-21.1 3 abcd-ex211201412316.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings, LLC Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware
March 17, 2015	EX-3.3	Third Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. (formerly known as Cambium Holdings, Inc.) (incorporated by reference to Exhibit 3.3 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 17, 2015). Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. Cambium Learning Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The name of the corporation is Cambium Learning Group, Inc. The Certificate of Incorporation of the corporation was origi
March 17, 2015	EX-3.3	Third Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. (formerly known as Cambium Holdings, Inc.) (incorporated by reference to Exhibit 3.3 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 17, 2015). Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. Cambium Learning Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The name of the corporation is Cambium Learning Group, Inc. The Certificate of Incorporation of the corporation was origi
March 17, 2015	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 EX-21.1 3 abcd-ex211201412316.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings, LLC Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware
March 17, 2015	EX-3.3	Third Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. (formerly known as Cambium Holdings, Inc.) (incorporated by reference to Exhibit 3.3 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 17, 2015). Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. Cambium Learning Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The name of the corporation is Cambium Learning Group, Inc. The Certificate of Incorporation of the corporation was origi
March 17, 2015	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 EX-21.1 3 abcd-ex211201412316.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings, LLC Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware
March 17, 2015	EX-3.3	Third Amended and Restated Certificate of Incorporation of Cambium Learning Group, Inc. (formerly known as Cambium Holdings, Inc.) (incorporated by reference to Exhibit 3.3 to Cambium Learning Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 17, 2015). Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMBIUM LEARNING GROUP, INC. Cambium Learning Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The name of the corporation is Cambium Learning Group, Inc. The Certificate of Incorporation of the corporation was origi
March 17, 2015	EX-21.1	SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 EX-21.1 3 abcd-ex211201412316.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF CAMBIUM LEARNING GROUP, INC. (Delaware) December 31, 2014 Voyager Learning Company Delaware VSS-Cambium Holdings II Corp. Delaware VSS-Cambium Holdings, LLC Delaware VSS-Cambium Holdings IV, LLC Delaware Cambium Learning, Inc. Delaware Voyager Sopris Learning, Inc. Colorado Kurzweil Education, Inc. Delaware LAZEL, Inc. Delaware
March 17, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 abcd-10k20141231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001
January 26, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 1 htm51176.htm LIVE FILING 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 23, 2015 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juris
December 23, 2014	8-K	Other Events 8-K 1 htm51039.htm LIVE FILING 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): December 18, 2014 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juri
November 6, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d815493d8k.htm 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): November 6, 2014 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdictio
November 6, 2014	EX-10	NOTE REPURCHASE AGREEMENT Exhibit 10.1 NOTE REPURCHASE AGREEMENT This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of October [●], 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and [●] (the “Holder”). WHEREAS, the Holder is the owner and legal and beneficial holder of certain 9.75% Senior Se
November 6, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learni
November 6, 2014	EX-99.1	Cambium Learning Group Announces Third Quarter Earnings Company Reports Third Quarter Order Volume Growth of 6% Improvement Driven by Technology-Enabled Products, Which Grew Over 30% Technology-Enabled Products Now Comprise 57% of Total Order Volume EX-99.1 Exhibit 99.1 Cambium Learning Group Announces Third Quarter Earnings Company Reports Third Quarter Order Volume Growth of 6% Improvement Driven by Technology-Enabled Products, Which Grew Over 30% Technology-Enabled Products Now Comprise 57% of Total Order Volume DALLAS, November 6, 2014Cambium Learning® Group, Inc. (NASDAQ: ABCD, the Company), a leading educational solutions and service
October 21, 2014	8-K	Other Events 8-K 1 htm50669.htm LIVE FILING 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 15, 2014 CAMBIUM LEARNING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other juris
August 14, 2014	EX-99.1	Cambium Learning Group Announces Second Quarter Earnings Company’s Learning A–Z Subscription Business Delivers Historically High Second Quarter Order Volumes Exhibit 99.1 Cambium Learning Group Announces Second Quarter Earnings Company?s Learning A?Z Subscription Business Delivers Historically High Second Quarter Order Volumes DALLAS, August 13, 2014?Cambium Learning? Group, Inc. (NASDAQ: ABCD, the ?Company?), a leading educational solutions and services company committed to helping all students reach their full potential by providing evidence-based so
August 14, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d772759d8k.htm 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 13, 2014 Cambium Learning Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34575 27-0587428 (State or other jurisdiction
August 13, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34575 Cambium Learning Gr
July 10, 2014	EX-10.1	NOTE REPURCHASE AGREEMENT EX-10.1 NOTE REPURCHASE AGREEMENT This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of May 15, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and MSD Credit Opportunity Master Fund, L.P.(the “Holder”). WHEREAS, the Holder is the owner and legal and beneficial holder
July 10, 2014	EX-10.1	NOTE REPURCHASE AGREEMENT EX-10.1 NOTE REPURCHASE AGREEMENT This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of May 15, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and MSD Credit Opportunity Master Fund, L.P.(the “Holder”). WHEREAS, the Holder is the owner and legal and beneficial holder
July 10, 2014	EX-10.1	NOTE REPURCHASE AGREEMENT EX-10.1 NOTE REPURCHASE AGREEMENT This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of May 15, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and MSD Credit Opportunity Master Fund, L.P.(the “Holder”). WHEREAS, the Holder is the owner and legal and beneficial holder

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