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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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 10, 2004, we issued a press release, attached hereto as Exhibit
99.1, providing updated financial guidance for our fourth quarter and fiscal
year 2004.
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 10, 2004, we held a conference call with the investment community in
conjunction with the press release referred to above in Item 2.02. A transcript
of our prepared remarks for this conference call is attached hereto as Exhibit
99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99.1: Press Release dated November 10, 2004.
Exhibit 99.2: Transcript of prepared remarks for November 10, 2004 conference
call.
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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/ Laurence L. Betterley
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Laurence L. Betterley
Vice President, Finance and
Chief Financial Officer
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