-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRApbYOqqfuTZww2+6np722KDleGywlkF6gMSXNRW0mulopjhf7cZlm2nP/Fl3jA cSehR4lQ3Tb7Ywjf+GEaSA== 0000950134-02-015274.txt : 20021205 0000950134-02-015274.hdr.sgml : 20021205 20021205165356 ACCESSION NUMBER: 0000950134-02-015274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021205 ITEM INFORMATION: Other events FILED AS OF DATE: 20021205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATO LEARNING INC CENTRAL INDEX KEY: 0000893965 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 363660532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72523 FILM NUMBER: 02850001 BUSINESS ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: 8477817800 MAIL ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 FORMER COMPANY: FORMER CONFORMED NAME: TRO LEARNING INC DATE OF NAME CHANGE: 19940218 8-K 1 c73465e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 5, 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 5. OTHER EVENTS On December 5, 2002, we issued the following press release: PRESS RELEASE For Immediate Release Contacts: John Murray, President and CEO Greg Melsen, VP Finance and CFO Steve Schuster, VP and Treasurer PLATO Learning, Inc. 952.832.1000 PLATO LEARNING, INC. ANNOUNCES INTENT TO RESTATE 1999 INCOME TAX BENEFIT COMPANY SEES NO ADVERSE EFFECT ON CURRENT OR FUTURE OPERATING RESULTS MINNEAPOLIS, MN -- DECEMBER 5, 2002 -- PLATO Learning, Inc. (NASDAQ: TUTR) today announced that it intends to restate its historical financial statements to reduce the income tax benefit recognized in the fourth quarter of fiscal 1999 from approximately $10 million to $6 million. This adjustment will also reduce the Company's deferred income tax asset, total assets and total stockholders' equity by approximately $4 million as of October 31, 1999 and subsequent balance sheet dates. The Company discovered a miscalculation of its accumulated net operating loss carryforward in the process of analyzing its deferred income tax assets as of October 31, 2002. In the fourth quarter of its fiscal year ended October 31, 1999, the Company had reversed approximately $10.2 million of a valuation allowance placed on the Company's deferred tax asset. This reversal was overstated because of the miscalculation of the related net operating loss carryforward. In its disclosures, the Company has explained the fiscal 1999 reversal of this valuation allowance as a nonrecurring tax benefit and not as an indication of operating results. The impact of this miscalculation is not significant to operations in periods subsequent to October 31, 1999. The restatement will not have any adverse effect on the Company's operating results for the quarter or fiscal year ended October 31, 2002 or its operations or business outlook for future fiscal periods. INVESTOR CONFERENCE CALL This topic will be discussed during our regularly scheduled quarterly conference call today at 3:45 PM (CDT). The dial-in number for this call is 1-877-775-1746. Please call about ten minutes prior and inform the operator you are participating in PLATO Learning Inc.'s call. Should you be unable to attend the live conference call, a recording will be available to you from 6:00 p.m. on December 5, 2002 thru midnight December 12, 2002. To access the recording call: 1-800-642-1687. At the prompt, enter pass code number 6387280. 2 ABOUT PLATO LEARNING PLATO Learning, Inc. is a leading provider of computer-based and e-learning instruction, offering basic to advanced level courseware in reading, writing, math, science, social studies, and life and job skills. The PLATO(R) Learning System and PLATO(R) Web Learning Network provide more than 3,500 hours of objective-based, problem-solving courseware and include assessment, alignment and management tools to create standards based curricula and facilitate the learning process. PLATO Learning, Inc. is a publicly held company traded as TUTR on the NASDAQ-NMS. PLATO(R) educational software is marketed to K-12 schools, colleges, job training programs, correctional institutions, military education programs, corporations and consumers. PLATO software is delivered via networks, CD-ROM, the Internet and private intranets. It is available for immediate purchase and electronic download on the Company's Web site. PLATO Learning is headquartered at 10801 Nesbitt Avenue South, Bloomington, Minnesota 55437, (952) 832-1000 or (800) 869-2000. The Company has domestic offices throughout the United States and international offices in the United Kingdom and Canada. International distributors are located in Puerto Rico, Singapore, South Africa and the United Arab Emirates. The Company's Web address is www.plato.com. FORWARD LOOKING STATEMENTS Except for historical information contained herein, the disclosures in this news release are forward-looking statements made under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks and uncertainties include: the availability and unpredictability of government funding on which our customers are dependent, the capital and operating spending patterns of our customers, the ability to attract and retain customers, the size, timing and product mix of customer orders, the introduction and acceptance of competitive products, our ability to adapt to technological changes and meet evolving industry standards, and our ability to economically introduce new products on a timely basis. These risks and other relevant risks are described in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001 and in its Quarterly Form 10-Qs for the fiscal year ended October 31, 2002. (R) PLATO is a registered trademark of PLATO Learning, Inc. 3 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 December 5, 2002. PLATO LEARNING, INC. By /s/ Gregory J. Melsen ----------------------------------- Gregory J. Melsen Vice President, Finance and Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----