8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 15, 2000 ITC LEARNING CORPORATION (Exact name of registrant as specified in its charter) Maryland 0-13741 52-1078263 (State or other jurisdiction (Commission File Number) (I.R.S.Employer of incorporation) Identification Number) 13515 Dulles Technology Drive Herndon, Virginia 20171-3413 (Address of principal executive offices) Registrant's telephone number, including area code: (703) 713-3335 None (Former name and address, if changed since last report) ITEM 2. Disposition of Assets On December 15, 2000, ITC Learning Corporation (the "Registrant" or "ITC") completed an agreement, which ITC sold its London-based subsidiary, Activ Training Limited ("Activ") to a management team led by Philip G. Jones. Total consideration for the transaction was $1,000,000, of which $250,000 was paid at closing and the balance being due over a five-year period. The remaining $750,000 is in the form of a secured, non-interest bearing promissory note whereby, Activ will pay ITC an additional royalty on each sale made by Activ over the next five years until the balance is paid in full. If the additional royalty payments over the next five years do not sufficiently pay off the outstanding debt, then the balance outstanding at the end of the term becomes due in full. Mr. Jones has been affiliated with ITC since Activ's inception in November of 1995. Since 1995, Mr. Jones was Managing Director of Activ. Activ has been the primary international distributor of ITC products in the United Kingdom, Europe, Africa and the Middle East. Pursuant to the agreement, ITC and Activ will maintain a strategic business partnership whereby Activ will remain ITC's exclusive sales distributor in the United Kingdom, Europe, Africa and the Middle East. For the nine months ended September 30, 2000, revenues from Activ totaled $1,291,000 or approximately 30% of ITC Learning's consolidated revenues. Activ's assets as of September 30, 2000, totaled $389,000 or approximately 4% of ITC Learning's consolidated assets. ITEM 7. EXHIBITS (a) Pro Forma Financial Information. It is impracticable to provide the pro forma financial information required relative to the disposition of Activ described in Item 2 at the time this Current Report on Form 8-K is filed. ITC will file the required pro forma financial information as soon as practicable, but in no event later than February 13, 2001. (b) Exhibits 99.1 Press Release of the Registrant dated January 3, 2001 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ITC Learning Corporation (Registrant) By: /s/ Christopher E. Mack ------------------------------------- Christopher E. Mack President and Chief Financial Officer Date: January 3, 2001 3 INDEX OF EXHIBITS Exhibit No. Exhibit Description 99.1 Press Release of the Registrant dated January 3, 2001.