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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): AUGUST 9, 2002
LEARN2 CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 000-27417 76-0518568
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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111 HIGH RIDGE ROAD
SUITE 5
STAMFORD, CONNECTICUT 06905
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 975-9602
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TABLE OF CONTENTS
Item 2. Disposition of Assets.
Item 7. Financial Statements and Exhibits.
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ITEM 2. DISPOSITION OF ASSETS.
Pursuant to the Asset Purchase Agreement, dated as of August 9, 2002
(the "Asset Purchase Agreement"), among Learn2 Corporation, ViaGrafix
Corporation, a wholly-owned subsidiary of Learn2, Panmedia Corporation, a
wholly-owned subsidiary of Learn2, and Street Technologies, Inc., a wholly-owned
subsidiary of Learn2 (collectively referred to as the "Sellers"), and Learn.com,
Inc., the Sellers sold the assets of its e-learning business to Learn.com.
Learn.com acquired all of the Sellers' e-learning content, technologies and
intellectual property, including the name "Learn2" and the domains
www.learn2.com and www.tutorials.com.
The purchase price of the e-learning assets acquired by Learn.com
consists of (i) an initial payment to the Sellers equal to $325,000 and (ii)
earn out payments to the Sellers of up to $3.71 million. The earnout payments
are equal to (i) ten percent (10%) of Learn2 Retail Net Revenue (as defined in
the Asset Purchase Agreement) and (ii) six percent (6%) of Other Net Revenue (as
defined in the Asset Purchase Agreement). The earnout payments are to be made
monthly commencing on September 9, 2002, in each case, subject to reduction as
set forth in the Asset Purchase Agreement, until the earlier of sixty (60)
months from August 9, 2002 or the date on which the aggregate amount of the
earnout payments paid to the Sellers equals $3.71 million.
Pursuant to the Asset Purchase Agreement, Learn2 Corporation has the
right to use its corporate name until September 8, 2002.
The description of the sale of the e-learning assets set forth in this
Item 2 is qualified in its entirety to the terms and conditions of the Asset
Purchase Agreement which is attached hereto as Exhibit 2.1 and incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of August 9, 2002, among Learn.com,
Inc., Learn2 Corporation, ViaGrafix Corporation, Panmedia Corporation
and Street Technologies.
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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: August 14, 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.
2.1 Asset Purchase Agreement, dated as of August 9, 2002, among Learn.com,
Inc., Learn2 Corporation, ViaGrafix Corporation, Panmedia Corporation
and Street Technologies.
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