Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 19, 2009, Mr. Brian H. Hall was appointed to the Board of
Directors of Archipelago Learning, Inc. (the "Company"), joining Tim McEwen,
Michael Powell, David Phillips and Peter Wilde. Mr. Hall will serve on the
Company's Audit Committee, Compensation Committee, and Nominating and Corporate
Governance Committee. Mr. Hall will serve as the chair of the Company's Audit
Committee.
Mr. Hall will be paid an annual retainer of $20,000 and a fee of $1,000 for
each board and committee meeting attended. The annual retainer will be payable
at Mr. Hall's option either 100% in cash or 100% in shares of the Company's
common stock, par value $0.001 per share (the "Common Stock"). As chair of the
Company's Audit Committee, Mr. Hall will be paid an additional annual retainer
of $10,000, payable at Mr. Hall's option either 100% in cash or 100% in shares
of Common Stock. Mr. Hall will also receive an annual restricted share award
with a grant date fair market value of $25,000, which will vest on the first
anniversary of the grant date, for each continued year of service. On
November 19, 2009, Mr. Hall received the pro-rated portion of payment of his
annual retainer as a board member, his annual retainer as chair of the audit
committee and his annual restricted share award. The Company also reimburses all
directors for reasonable expenses incurred to attend meetings of the board of
directors or committees.
Other than as described above, there are (1) no arrangements or
understandings between Mr. Hall and any other person pursuant to which Mr. Hall
was appointed to the Board of Directors, and (2) no transactions between
Mr. Hall and the Company that would require disclosure under Item 404(a) of
Regulation S-K.
Effective as of November 25, 2009, Cameron Chalmers and David Muzzo resigned
from the Board of Directors of the Company.
Item 8.01 Other Events.
On November 25, 2009, the Company announced the closing of its initial public
offering of 7,187,500 shares of its common stock at a price of $16.50 per share.
The Company sold 3,125,000 shares in the offering, and the selling stockholders
sold 4,062,500 shares, including 937,500 shares sold to the underwriters by the
selling stockholders at the initial public offering price pursuant to the
underwriters' exercise of their overallotment option in full. The Company will
not receive any of the proceeds from the sale of shares by the selling
stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release issued on November 25, 2009 by Archipelago Learning, Inc.
