UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Voyager Learning Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92908U103
(CUSIP Number)
April 23, 2009
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 92908U103 SCHEDULE 13G Page 2 of 6
1 Names of Reporting Persons
RBF Capital, LLC
IRS Identification No. of Above Person (entities only)
68-0383896
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
1,512,000
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,512,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,512,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.1%
12 Type of Reporting Person (See Instructions)
OO
CUSIP No. 92908U103 SCHEDULE 13G Page 3 of 6
1 Names of Reporting Persons
Richard B. Fullerton
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
1,512,000
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,512,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,512,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.1%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 92908U103 SCHEDULE 13G Page 4 of 6
Item 1(a). Name of Issuer.
Voyager Learning Company
Item 1(b). Address of Issuer's Principal Executive Offices.
1800 Valley View Lane, Suite 400, Dallas, TX 75234-8923
Item 2(a). Name of Person Filing.
RBF Capital, LLC and Richard B. Fullerton
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of RBF Capital, LLC and Richard B.
Fullerton is 100 Drakes Landing Road, Suite 300, Greenbrae,
CA 94904
Item 2(c). Citizenship.
RBF Capital, LLC is a Delaware limited Liability company
and Richard B. Fullerton is a United States citizen.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
92908U103
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
CUSIP No. 92908U103 SCHEDULE 13G Page 5 of 6
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2) and three (3) of this Schedule 13G, which Items
are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
RBF Capital, LLC is deemed to be the beneficial owner of
the number of securities reflected in Item 5-9 and 11 of page
two (2) of this Schedule 13G pursuant to separate
arrangements whereby it acts as investment adviser (not
registered) to certain persons. Each person for whom RBF
Capital, LLC acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock purchased
or held pursuant to such arrangements. Richard B. Fullerton
is deemed to be the beneficial owner of the number of
securities reflected in Items 5-9 and 11 on page three (3) of
this Schedule 13G pursuant to his ownership interest in RBF
Capital, LLC
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
CUSIP No. 92908U103 SCHEDULE 13G Page 6 of 6
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, RBF Capital, LLC and Richard B.
Fullerton certify that, to the best of their knowledge and
belief, the securities referred to above on page two (2) and
three (3) of this Schedule 13G were acquired and are held in
the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATED: April 30, 2009
RBF Capital, LLC
/s/ Richard B. Fullerton
________________________
By: Richard B. Fullerton
its: Managing Member
Richard B. Fullerton
/s/ Richard B. Fullerton
________________________
By: Richard B. Fullerton
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)