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): May 6, 2002
LEARN2 CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 000-27417 76-0518568
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
111 High Ridge Road
Suite 5
Stamford, Connecticut 06905
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 323-8215
The undersigned registrant hereby amends Items 4 and 7 of its Current
Report on Form 8-K filed on May 10, 2002 with the Securities and Exchange
Commission, for the event dated May 6, 2002.
TABLE OF CONTENTS
Item 4. Changes in Registrant's Certifying Accountant.
Item 7. Financial Statements and Exhibits.
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Item 4. Changes in Registrant's Certifying Accountant.
On May 6, 2002, Learn2 Corporation ("Learn2") terminated Arthur
Andersen LLP ("Andersen") as its independent auditors. Learn2 then engaged
BDO Seidman, LLP ("BDO") as of May 6, 2002 to serve as Learn2's independent
auditors for the fiscal year ending December 31, 2002.
During the engagement by Learn2 of Andersen, Andersen's report on
the financial statements of Learn2 did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles, except that Andersen's report on the
financial statements for Learn2 for the fiscal year ended December 31, 2001
contained a going concern qualification.
The decision to terminate Andersen and engage BDO was made by the
Audit Committee of the Learn2 Board of Directors.
During the engagement by Learn2 of Arthur Andersen, there were no
disagreements between Learn2 and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Andersen would have caused them to make reference thereto in their report on
the financial statements of Learn2.
During the engagement by Learn2 of Arthur Andersen, there have been
no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
Prior to the engagement of BDO as Learn2's independent auditors on
May 6, 2002, Learn2 had not consulted with BDO regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Learn2's financial statements, and BDO did not provide Learn2 with a written
report or oral advice that BDO concluded was an important factor considered
by Learn2 in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Learn2 has requested that Andersen furnish a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the
statements made by Learn2 in response to this Form 8-K. A copy of such
letter, dated May 16, 2002, is filed as Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter from Arthur Andersen LLP regarding change in certifying
accountant.
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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: May 16, 2002
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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EXHIBIT INDEX
Exhibit No.
16.1 Letter from Arthur Andersen LLP regarding change in certifying
accountant.
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