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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 17, 2004
PLATO LEARNING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-20842 36-3660532
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10801 NESBITT AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55437
(Address of Principal Executive Offices) (Zip Code)
(952) 832-1000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
|_| 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 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On November 17, 2004, PLATO Learning, Inc. (the "Company") announced that John
Murray, Chairman, President and Chief Executive Officer, and a director is
leaving all of his positions with the Company and its subsidiaries effective
November 17, 2004. A copy of the press release is attached hereto as Exhibit
99.1.
In connection with Mr. Murray's departure from the Company, the employment
agreement between the Company and John Murray, dated January 1, 2001, will be
terminated effective November 17, 2004. The severance provisions of the
employment agreement provide for Mr. Murray to (a) be paid his current base
salary of $350,000 per year through December 31, 2007, (b) be paid bonus earned
for the fiscal year ended October 31, 2004 and a pro rata portion of bonus, if
earned, for the fiscal year ending October 31, 2005, and (c) be granted options
to purchase 260,000 shares of common stock, with an exercise price equal to fair
market value as of the date of grant, which will vest over a three-year period,
subject to Mr. Murray fulfilling certain continuing obligations under the
employment agreement. In addition, certain options previously granted to Mr.
Murray will accelerate and be immediately exercisable. Mr. Murray's right to
receive these benefits is subject to his complying with his continuing
obligations under the employment agreement related to a transition period and
the confidentiality, non-competition and non-solicitation provisions of the
employment agreement and executing a release of claims. The Company and Mr.
Murray are currently negotiating the terms of his severance arrangement.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective November 17, 2004, John Murray, Chairman, President and Chief
Executive Officer, and a director is leaving all of his positions with the
Company and its subsidiaries. Mr. Murray was also a member of the Board of
Director's Nominating and Corporate Governance Committee.
On November 17, 2004, the Company's Board of Directors elected David W. Smith as
President and Chief Executive Officer of the Company. The Company will be
conducting a search for a permanent Chief Executive Officer. Mr. Smith has
agreed to serve as President and Chief Executive Officer of the Company until
the search is complete.
Mr. Smith, age 59, has been a member of the Company's Board of Directors since
June 2004. Prior to being elected to these positions, Mr. Smith spent thirty
years in executive roles providing products and services to the education
market. Most recently, from September 2000 through December 2002 he served as
Chief Executive Officer of NCS Pearson, a company that provides data collection
hardware, software, scannable forms and outsourcing services for business,
healthcare, government and education. Prior to being appointed Chief Executive
Officer, Mr. Smith served as President of NCS Pearson's Assessment and Testing
Services from 1991 to September 2000. Currently, Mr. Smith also serves on the
Boards of Directors of Capella Education Company, an accredited online
university, Inscape Publishing, an international publisher of research-based
learning instruments, and 4GLSchool Solutions, a provider of student based
management systems, and Scientific Learning Corporation, a provider of reading
intervention software. Mr. Smith is neither related to any other director or
executive officer nor does he have relationships or transactions with the
company outside the context of his positions with the Company.
On November 17, 2004, the Company's Board of Directors also elected Tom Hudson
as Chairman of the Board. Mr. Hudson has served on the Board since 2002.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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Not Applicable
(b) Pro Forma Financial Information.
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Not Applicable
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated November 17, 2004 (included
herewith).
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, thereto duly authorized.
PLATO LEARNING, INC.
Dated: November 17, 2004 By: /s/ David W. Smith
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David W. Smith
President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated November 17, 2004 (included herewith).