-----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, KRxZF6kDHFzJsT4UC2qyoS2LvgK8MOEB1Jnf7iFSPxbhzH864cxrjYhINfFd6v/s CwxMX5CABc8Y/uQXrJSuuQ== 0000950137-03-006187.txt : 20031201 0000950137-03-006187.hdr.sgml : 20031201 20031201172321 ACCESSION NUMBER: 0000950137-03-006187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031117 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031201 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: 031030710 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 c81228e8vk.htm CURRENT REPORT e8vk
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UNITED STATES
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): November 17, 2003

PLATO LEARNING, INC.
(Exact name of registrant as specified in its charter)

         
Delaware
(State or other jurisdiction of
incorporation)		   0-20842
(Commission File Number) 		  36-3660532
(IRS Employer Identification
Number)
     
10801 Nesbitt Avenue South
Bloomington, Minnesota
(Address of principal executive offices)		   55437
(Zip Code)

(952) 832-1000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
EXHIBIT INDEX
Press Release

Table of Contents

Item 2. Acquisition or Disposition of Assets.

     On November 17, 2003 (the “Closing Date”), PLATO Learning, Inc., a Delaware corporation (“PLATO”), acquired Lightspan, Inc., a Delaware corporation (“Lightspan”), pursuant to an Agreement and Plan of Merger dated September 9, 2003 (“Merger Agreement”), that provided for the merger of LSPN Merger Corp., a Delaware corporation and wholly-owned subsidiary of PLATO (“Merger Sub”) with and into Lightspan, with Lightspan surviving as a wholly-owned subsidiary of PLATO. Lightspan is a provider curriculum-based educational software and online products and services used in schools, at home, and in community colleges.

     Pursuant to the Merger Agreement, PLATO acquired all the shares of publicly held Lightspan in exchange for shares of PLATO common stock. Approximately 6,666,000 shares of PLATO common stock will be issued on the basis of an exchange ratio of 1.330 shares of PLATO common stock for each share of Lightspan common stock. The exchange ratio of 1.330 is calculated as set forth in the Merger Agreement based on the volume-weighted average of the closing price of PLATO common stock for the 15 trading days prior to the Closing Date of $10.59.

     Pursuant to the Merger Agreement, each outstanding option for the purchase of Lightspan common stock, whether vested or unvested, with an exercise price equal to or greater than $14.08, was cancelled. Each outstanding option for the purchase of Lightspan common stock, whether vested or unvested, with a per share exercise price less than $14.08, was automatically converted into the right to receive shares of PLATO common stock equal to (i) $14.08 minus the exercise price of the option multiplied by (ii) the number of shares of Lightspan Common Stock for which the option was exercisable divided by (iii) $10.59.

     Pursuant to the Merger Agreement, warrants previously issued for the purchase of Lightspan common stock ceased to represent a right to acquire shares of Lightspan common stock and were automatically converted into and now represent warrants to purchase, upon substantially similar terms and conditions as were applicable under the original Lightspan warrants, shares of PLATO common stock.

     A copy of the press release announcing the merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(a)   Financial statements of businesses acquired: To be filed by amendment not later than January 31, 2004, as permitted by Item 7(a)(4) of this Form 8-K.
 
(b)   Pro forma financial information: To be filed by amendment not later than January 31, 2004, as permitted by Item 7(b)(2) of this Form 8-K.
 
    Exhibits

1

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Exhibit Number   Description of Exhibit
 
2.1   Agreement and Plan of Merger, dated September 9, 2003, among PLATO Learning, Inc., LSPN Merger Corp., and Lightspan, Inc. (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus included in PLATO Learning, Inc. Form S-4, as amended, Registration No. 333-109209)
99.1   Press Release dated November 17, 2003

2

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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.

         
    PLATO LEARNING, INC.
         
    By:   /s/ Gregory J. Melsen
       
    Name:   Gregory J. Melsen
    Title:   Vice President, Finance and Chief Financial Officer

December 1, 2003

3

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EXHIBIT INDEX

     
Exhibit No.   Document
 
2.1   Agreement and Plan of Merger, dated September 9, 2003, among PLATO Learning, Inc., LSPN Merger Corp., and Lightspan, Inc. (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus included in PLATO Learning, Inc. Form S-4, as amended, Registration No. 333-109209)
 
99.1   Press Release dated November 17, 2003

4 EX-99.1 3 c81228exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [PLATO LEARNING LOGO] [LIGHTSPAN LOGO] - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE John Murray, President & CEO John Kernan, Chairman & CEO Greg Melsen, CFO Michael A. Sicuro, CFO Steve Schuster, VP & Treasurer 858.824.8000 952.832.1000 PLATO LEARNING, INC. AND LIGHTSPAN, INC. ANNOUNCE APPROVAL OF MERGER MINNEAPOLIS, MN, and SAN DIEGO, CA, November 17, 2003 -- PLATO Learning, Inc. (Nasdaq: TUTR), a leading provider of K-Adult computer-based and e-learning solutions, and Lightspan, Inc. (Nasdaq: LSPN), a leading provider of curriculum-based educational software and online products and services used in schools, at home and in community colleges, today announced that each of their respective shareholders voted to approve the merger of a wholly owned subsidiary of PLATO Learning with and into Lightspan. Lightspan will continue as a wholly owned subsidiary of PLATO Learning after the merger. In the merger, each share of Lightspan common stock will be exchanged for 1.33 shares of PLATO Learning common stock. The ratio is based on the volume- weighted average of the closing price of PLATO Learning common stock for the 15 trading days prior to the closing date. PLATO Learning also announced its shareholders have approved an amendment to the PLATO Learning, Inc. 2002 Stock Plan to increase the number of shares reserved for issuance under this plan from 1.7 million to 3.7 million and to make other amendments intended to provide additional clarity and reflect current market practices of similarly situated companies. John Murray, President and Chief Executive Officer of PLATO Learning, said, "We are pleased that this merger has been approved and will now move quickly to complete this transaction and integrate operations. We can now focus on accelerating our revenue and profitability growth." About PLATO Learning PLATO Learning, Inc. is a leading provider of computer-based and e-learning instruction for kindergarten through adult learners, offering curricula in reading, writing, math, science, social studies, and life and job skills. PLATO Learning also offers innovative online assessment and accountability solutions and standards-based professional development services. With over 4,000 hours of objective-based, problem-solving courseware, plus assessment, alignment and curriculum management tools, PLATO Learning creates standards-based curricula that facilitate learning and school improvement. With trailing 12-month revenues of about $78 million, PLATO Learning is a publicly held company traded as TUTR on the NASDAQ-NMS. PLATO(R) Learning educational software is marketed to K-12 schools, colleges, job training programs, correctional institutions, military education programs, corporations and individuals and delivered via networks, CD-ROM, the Internet and private intranets. It is available for immediate purchase and electronic download on the PLATO Learning'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. PLATO Learning's Web address is http://www.plato.com. About Lightspan Lightspan, Inc. provides curriculum-based educational software and on-line products and services that increase student achievement and enhance teacher professional development. These products are used in schools and homes and align to all key federal education reform initiatives, offering school districts a complete solution to assess, align, instruct and evaluate, as a comprehensive achievement and accountability system. More than 1,000 independent studies prove Lightspan products enhance student achievement, improve teacher effectiveness and help build stronger connections with families. Lightspan is headquartered at 10140 Campus Point Drive, San Diego, California 92121, (858) 824-8000. Lightspan's Web address is http://www.lightspan.com. This announcement includes forward-looking statements. PLATO Learning and Lightspan have based these forward-looking statements on its current expectations and projections about future events. Although PLATO Learning and Lightspan believe that the assumptions made in connection with the forward- looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward- looking statements are subject to various risks, uncertainties and assumptions. PLATO Learning and Lightspan undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward looking statements made are subject to the risks and uncertainties as those described in the joint proxy statement/prospectus dated October 10, 2003 and the PLATO Learning and Lightspan Annual Reports on Form 10-K for the years ended October 31, 2002 and January 31, 2003, respectively. Actual results may differ materially from anticipated results. (R) PLATO is a registered trademark of PLATO Learning, Inc. (R) Lightspan is a registered trademark of Lightspan, Inc. -----END PRIVACY-ENHANCED MESSAGE-----