- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 þ
Filed by a Party other than the Registrant o

Check the appropriate box:

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) )
o		Definitive Proxy Statement
þ		Definitive Additional Materials
o		Soliciting Material Pursuant to § 240.14a-12

 

BLACKBOARD INC.

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies: N/A
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	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A
	(4)		Proposed maximum aggregate value of transaction: N/A
	(5)		Total fee paid: N/A

o		Fee paid previously with preliminary materials.
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	(4)		Date Filed: N/A

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SUPPLEMENT NO. 1 TO DEFINITIVE PROXY STATEMENT

This supplemental information should be read in conjunction with the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Blackboard Inc. (the “Company”) on August 5, 2011 (as supplemented, the “Definitive Proxy Statement”), which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.

The last sentence of the third paragraph under the heading “Summary Term Sheet — Litigation Related to the Merger” (on page 11) and the last sentence of the third paragraph under the heading “The Merger — Litigation Related to the Merger” (on page 60) is amended and restated in its entirety as follows:

On August 17, 2011, following a hearing on the plaintiffs’ pending motions, the Superior Court for the District of Columbia consolidated the Pogodzinski and Wachsler actions but denied the plaintiffs’ motion for expedited discovery in its entirety.