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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): November 10, 2004
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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425).
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On November 10, 2004, we announced that Greg Melsen, our Chief Financial
Officer, had resigned and will be leaving PLATO Learning in December 2004.
(c) Our Audit Committee has approved the immediate appointment of Larry
Betterley as Vice President and Chief Financial Officer.
Mr. Betterley joined PLATO Learning in June 2004 as Vice President, Finance
and Chief Accounting Officer. Prior to that, he was Senior Vice President
and Chief Financial Officer of Diametrics Medical, Inc., a publicly-held
medical device company, from 1996 through 2003. From 1984 to 1996, Mr.
Betterley was with Cray Research. Inc., a publicly-traded developer,
manufacturer and worldwide marketer of high performance computing systems,
serving in various roles including Chief Financial Officer, Vice President
-- Finance and Administration and Corporate Controller. Mr. Betterley is a
Certified Public Accountant and began his professional career at Deloitte &
Touche.
There are no employment or other agreements between Mr. Betterley and PLATO
Learning.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99.1: Press Release dated November 10, 2004.
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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 November 10, 2004.
PLATO LEARNING, INC.
By /s/ John Murray
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John Murray
Chairman, President and
Chief Executive Officer
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