8-K/A 1 c70717ae8vkza.txt AMENDMENT NO. 1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NUMBER 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2002 PLATO LEARNING, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-20842 36-3660532 ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 10801 Nesbitt Avenue South, Bloomington, MN 55437 ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 832-1000 -------------- Not Applicable --------------------------------- (Former name or former address if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS On May 9, 2002, we completed the acquisition of NetSchools Corporation ("NetSchools"). This amendment to the Current Report on Form 8-K originally filed on May 23, 2002 includes the required historical financial statements of NetSchools and the required pro forma financial information listed below. (a) Financial Statements of Business Acquired Exhibit 99.1 includes the audited financial statements of NetSchools for the years ended December 31, 2001 and 2000, and the unaudited interim financial statements for the six months ended April 30, 2002. (b) Pro Forma Financial Information Exhibit 99.2 includes our unaudited pro forma consolidated financial statements for the year ended October 31, 2001 and for the six months ended April 30, 2002. (c) Exhibits
2 * Agreement and Plan of Merger, dated May 9, 2002, among PLATO Learning, Inc., PLATO, Inc., NSC Acquisition Corporation and NetSchools Corporation 23 Consent of Independent Accountants 99 * Press Release dated May 9, 2002 99.1 Financial Statements of Business Acquired 99.2 Pro Forma Financial Information
* previously filed SIGNATURES 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, on July 22, 2002. PLATO LEARNING, INC. By /s/ Gregory J. Melsen -------------------------------------- Gregory J. Melsen Vice President, Finance and Chief Financial Officer