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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 25, 2001
LEARN2 CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-27417 76-0518568
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1311 MAMARONECK AVENUE
SUITE 210
WHITE PLAINS, NEW YORK 10605
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 682-4300
The undersigned registrant hereby amends the following items of its
Current Report on Form 8-K filed on October 10, 2001 with the Securities and
Exchange Commission, for the event dated September 25, 2001.
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TABLE OF CONTENTS
Item 2. Acquisition or Disposition of Assets. 3
Item 7. Financial Statements and Exhibits. 4
SIGNATURE 5
Index to Exhibits. 6
Exhibit 99.1 Financial Statements of Learn2.com. 6
Exhibit 99.2 Press release of the Registrant and Learn2.com dated
September 25, 2001. 6
Exhibit 99.3 Unaudited Pro Forma Combined Condensed Statement of Operations. 7
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Item 2. Acquisition or Disposition of Assets.
Effective September 25, 2001, pursuant to the Agreement and Plan of
Merger, dated April 19, 2001 (the "Merger Agreement"), by and among Learn2.com,
Inc. ("Learn2.com") and the Registrant, Learn2.com merged with and into the
Registrant with the Registrant as the surviving corporation (the "Merger").
On September 26, 2001, the Registrant and Learn2.com issued a joint press
release announcing the closing of the Merger. The press release was previously
filed as Exhibit 99.1 to the Registrant's Form 8-K with the Securities and
Exchange Commission on October 10, 2001 and incorporated by reference herein.
Each share of Learn2.com common stock outstanding immediately prior to the
completion of the Merger automatically converted into the right to receive
0.4747 shares of common stock of the Registrant, resulting in the stockholders
of the Registrant immediately prior to the Merger owning approximately 50.1% of
the outstanding stock of the combined company. The stockholders of Learn2.com
immediately prior to the Merger, including Learn2's convertible debenture
holder, own approximately 49.9% of the combined company.
The Registrant's common stock is listed on the Nasdaq National Market
under the ticker symbol LTWC. Learn2.com delisted its common stock from the OTC
Bulletin Board and filed a Form 15 with the Securities and Exchange Commission
to terminate the registration under the Exchange Act of its common stock.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(i) The Consolidated Financial Statements of Learn2.com as of
December 31, 2000 and 1999 are incorporated by reference
herein.
(ii) The Unaudited Consolidated Financial Statements of Learn2.com
as of March 31, 2001, and June 30, 2001 are incorporated by
reference herein.
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.3 and incorporated by reference
herein is the unaudited pro forma combined condensed statements of operations
for the nine-month period ended September 30, 2001 and the year ended
December 31, 2000, that present the effect of the Merger between the
Registrant and Learn2.com as if the Merger occurred on January 1, 2001 and
January 1, 2000. No separate unaudited pro forma combined condensed balance
sheet as of September 30, 2001 is presented because the Merger was
consummated on September 25, 2001. Therefore, the financial position of the
Registrant as of September 30, 2001 is already included in the historical
balance sheet of the Registrant as of the same date.
The unaudited pro forma combined condensed statements of
operations are based on the estimates and assumptions set forth in the notes
to such statement. The unaudited pro forma combined condensed statements of
operations are not necessarily indicative of the results that would have been
achieved had the transaction been consummated as of the date indicated or
that may be achieved in the future.
The unaudited pro forma combined condensed statements of
operations should be read in conjunction with the historical financial
statements of the Registrant included in the Registrant's Annual Report on
Form 10-K/A-2 for the year ended December 31, 2000, Quarterly Report on Form
10-Q/A for the quarter ended March 31, 2001, and Quarterly Reports on Form
10-Q for the quarters ended June 30, 2001 and September 30, 2001 and the
historical financial statements of Learn2.com included in Learn2.com's Annual
Report on Form 10-K/A for the year ended December 31, 2000, Quarterly Report
on Form 10-Q/A for the quarter ended March 31, 2001, and Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
(c) Exhibits.
Exhibit 99.1 Financial Statements of Learn2.com (incorporated by
reference to Learn2.com's Annual Report on Form 10-K/A for the year ended
December 31, 2000, Quarterly Report on Form 10-Q/A for the quarter ended March
31, 2001, and Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (File No. 000-24936)).
Exhibit 99.2* Press release of the Registrant and Learn2.com dated
September 26, 2001.
Exhibit 99.3 Unaudited Pro Forma Combined Condensed Statement of
Operations.
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* Previously filed as an exhibit to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 10, 2001.
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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.
Dated: December 6, 2001 LEARN2 CORPORATION
By: /s/ Marc E. Landy
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Name: Marc E. Landy
Title: Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
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LEARN2 CORPORATION
CURRENT REPORT ON FORM 8-K/A
INDEX TO EXHIBITS
INDEX NO. DESCRIPTION
99.1 Financial Statements of Learn2.com (incorporated by reference
to Learn2.com's Annual Report on Form 10-K/A for the year
ended December 31, 2000, Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 2001, and Quarterly Reports on
Form 10-Q for the quarter ended June 30, 2001 (File No.
000-24936)).
99.2* Press release of the Registrant and Learn2.com dated September
26, 2001.
99.3 Unaudited Pro Forma Combined Condensed Statements of
Operations.
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* Previously filed as an exhibit to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 10, 2001.
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