SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NUMBER 1
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 9, 2002
PLATO LEARNING, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-20842 36-3660532
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
10801 Nesbitt Avenue South, Bloomington, MN 55437
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 832-1000
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Not Applicable
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(Former name or former address if
changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On May 9, 2002, we completed the acquisition of NetSchools Corporation
("NetSchools"). This amendment to the Current Report on Form 8-K originally
filed on May 23, 2002 includes the required historical financial statements of
NetSchools and the required pro forma financial information listed below.
(a) Financial Statements of Business Acquired
Exhibit 99.1 includes the audited financial statements of NetSchools for the
years ended December 31, 2001 and 2000, and the unaudited interim financial
statements for the six months ended April 30, 2002.
(b) Pro Forma Financial Information
Exhibit 99.2 includes our unaudited pro forma consolidated financial statements
for the year ended October 31, 2001 and for the six months ended April 30, 2002.
(c) Exhibits
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<Caption>
2 * Agreement and Plan of Merger, dated May 9, 2002, among PLATO
Learning, Inc., PLATO, Inc., NSC Acquisition Corporation and
NetSchools Corporation
23 Consent of Independent Accountants
99 * Press Release dated May 9, 2002
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Financial Information
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* previously filed
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 July 22, 2002.
PLATO LEARNING, INC.
By /s/ Gregory J. Melsen
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Gregory J. Melsen
Vice President, Finance and
Chief Financial Officer