UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
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Filed by a
Party other than the Registrant
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appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ARCHIPELAGO LEARNING, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Date Filed:
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3232 McKinney Avenue, Suite 400 | Dallas, TX 75204 | p. 800.419.3191 | f. 877.592.1357 | archipelagolearning.com
April 20, 2012
Archipelago Team,
Im pleased to have an update for you on the progress of the transaction with Plato. Last week, we filed the definitive proxy
statement with the SEC. This document contains important information about the Company, the proposed merger with Plato, and other relevant information for shareholders to consider as they vote on the transaction. We have scheduled the shareholder
meeting to approve the acquisition for May 16. Provided we receive the expected approval by our shareholders at that meeting, and the other remaining open items proceed according to the tentative schedule, we expect to close the proposed merger
with Plato on Thursday, May 17
th
, and embark on the
next phase of Archipelagos journey.
Provided we gain shareholder approval on Wednesday, May 16
th
, we will hold a Company meeting that afternoon to update everyone
and celebrate the occasion. Then, the Plato leadership team will be in Dallas on May 17
th
and 18
th
to
discuss their vision and plans for the combined companies, and how we can better meet the needs of our customers and help drive the digital transformation of education. If the closing is moved out a day or two, the Company meeting and Plato
leadership team visit would be moved to the week of May 21
st
. Well keep you updated if that happens.
As always, in the interim, I thank you for your
continued focus on delivering on our current commitments and providing the world-class level of service our customers expect.
With much
appreciation,
Tim
Forward-Looking Statements
This
document contains forward-looking statements, including those regarding the proposed merger with Plato Learning, Inc. (the Transaction). These statements are subject to known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the proposed Transaction in a timely manner or at all; the satisfaction of conditions precedent
to consummation of the Transaction, including the ability to secure regulatory approvals and approval by Archipelago Learnings stockholders; successful completion of anticipated financing arrangements; the possibility of litigation and the
outcome of existing litigation (including litigation related to the Transaction itself); and other risks described in Archipelago Learnings filings with the Securities and Exchange Commission (the SEC), including its most recent
Form 10-Q and Form 10-K. All forward-looking statements are based on managements estimates, projections and assumptions as of the date hereof, and Archipelago Learning does not undertake any obligation to update any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed Transaction and required stockholder approval, Archipelago Learning will file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCHIPELAGO LEARNING AND THE TRANSACTION. Investors and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SECs web site at
www.sec.gov
. In addition, the documents filed by Archipelago Learning, Inc. with the SEC may be obtained free of charge by contacting Archipelago
Learnings Investor Relations Department (i) by mail to Archipelago Learning, 3232 McKinney Avenue, Suite 400, Dallas, Texas 75204, Attn.: Investor Relations or (ii) by email to
christy.linn@archlearning.com
. Our filings with
the SEC are also available on our website at
www.archipelagolearning.com
.
Participants in the Solicitation
Archipelago Learning and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Archipelago
Learnings stockholders in connection with the proposed Transaction. Information about Archipelago Learnings directors and executive officers is set forth in Archipelago Learnings proxy statement for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 21, 2011, its Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on March 15, 2012, and its Form 8-Ks filed with the SEC on
January 11, 2012, March 18, 2011 and January 7, 2011. These documents are available free of charge at the SECs web site at
www.sec.gov
, and from Archipelago Learning by contacting Archipelago Learnings Investor
Relations Department (i) by mail to Archipelago Learning, 3232 McKinney Avenue, Suite 400, Dallas, Texas 75204, Attn: Investor Relations or (ii) by e-mail to
christy.linn@archlearning.com
. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the Transaction will be included in the proxy statement that Archipelago Learning intends to file with the SEC.
2
Employee FAQs
When do we expect the transaction to close?
Last week, we filed the
definitive proxy statement with the SEC. This document contains important information about the Company, the proposed merger with Plato, and other relevant information for shareholders to consider as they vote on the transaction. We have scheduled
the shareholder meeting to approve the acquisition for May 16. Provided we receive the expected approval by our shareholders at that meeting, and the other remaining open items proceed according to the tentative schedule, we expect to close the
proposed merger with Plato on Thursday, May 17
th
, and
embark on the next phase of Archipelagos journey.
What happens after that?
Provided we gain shareholder approval on Wednesday, May 16
th
, we will hold a Company meeting that afternoon to update everyone and celebrate the occasion. Then, the Plato
leadership team will be in Dallas on May 17
th
and
18
th
to discuss their vision and plans for the combined
companies, and how we can better meet the needs of our customers and help drive the digital transformation of education. If the closing is moved out a day or two, the Company meeting and Plato leadership team visit would be moved to the week of
May 21
st
. Well keep you updated if that
happens.
Forward-Looking Statements
This document contains forward-looking statements, including those regarding the proposed merger with Plato Learning, Inc. (the Transaction). These statements are subject to known and
unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the proposed Transaction in a timely
manner or at all; the satisfaction of conditions precedent to consummation of the Transaction, including the ability to secure regulatory approvals and approval by Archipelago Learnings stockholders; successful completion of anticipated
financing arrangements; the possibility of litigation and the outcome of existing litigation (including litigation related to the Transaction itself); and other risks described in Archipelago Learnings filings with the Securities and Exchange
Commission (the SEC), including its most recent Form 10-Q and Form 10-K. All forward-looking statements are based on managements estimates, projections and assumptions as of the date hereof, and Archipelago Learning does not
undertake any obligation to update any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed Transaction and required stockholder approval, Archipelago Learning will file a proxy statement with the SEC. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCHIPELAGO LEARNING AND THE TRANSACTION. Investors and security holders may
obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SECs web site at
www.sec.gov
. In addition, the documents filed by Archipelago Learning, Inc. with the SEC may be obtained free
of charge by contacting Archipelago Learnings Investor Relations Department (i) by mail to Archipelago Learning, 3232 McKinney Avenue, Suite 400, Dallas, Texas 75204, Attn.: Investor Relations or (ii) by email to
christy.linn@archlearning.com
. Our filings with the SEC are also available on our website at
www.archipelagolearning.com
.
3
Participants in the Solicitation
Archipelago Learning and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Archipelago Learnings stockholders in connection with the
proposed Transaction. Information about Archipelago Learnings directors and executive officers is set forth in Archipelago Learnings proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on
April 21, 2011, its Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on March 15, 2012, and its Form 8-Ks filed with the SEC on January 11, 2012 and January 13, 2011. These
documents are available free of charge at the SECs web site at
www.sec.gov
, and from Archipelago Learning by contacting Archipelago Learnings Investor Relations Department (i) by mail to Archipelago Learning, 3232 McKinney
Avenue, Suite 400, Dallas, Texas 75204, Attn: Investor Relations or (ii) by e-mail to
christy.linn@archlearning.com
. Additional information regarding the interests of participants in the solicitation of proxies in connection with the
Transaction will be included in the proxy statement that Archipelago Learning intends to file with the SEC.
4
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