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 11, 2004 PLATO LEARNING, INC. -------------------- (Exact name of Registrant as specified in its charter) Delaware 0-20842 36-3660532 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 10801 Nesbitt Avenue South, Bloomington, MN 55437 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 832-1000 -------------- Not Applicable -------------- (Former name or former address if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99.1: Press Release dated August 11, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 11, 2004, we issued a press release, attached hereto as Exhibit 99.1, providing updated financial guidance for our third quarter and fiscal year 2004. 2 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 August 11, 2004. PLATO LEARNING, INC. By /s/ Gregory J. Melsen --------------------------- Gregory J. Melsen Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated August 11, 2004 4