1
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): March 27, 1998
------------------------------
THE LEARNING COMPANY, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-12375 94-2562108
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 494-1200
- --------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 27, 1998 (the "Effective Date"), The Learning Company, Inc., a
Delaware corporation (the "Company"), completed the acquisition of Mindscape,
Inc., a Delaware corporation, and certain affiliated companies (collectively
"Mindscape Group"), pursuant to a Stock Purchase Agreement, dated as of March 5,
1998 (as amended, the "Stock Purchase Agreement"), by and between the Company
and Mindscape Holding Company, Pearson Overseas Holdings Ltd. and Pearson
Netherlands, BV (collectively, the "Sellers").
Pursuant to the Stock Purchase Agreement, the Company paid $120 million
in cash and issued 1,366,743 shares of its Common Stock, $.01 par value per
share (the "Common Stock"), in consideration for all of the outstanding capital
stock of Mindscape Group. The shares issued in the acquisition were authorized
but previously unissued shares. The purchase price for the transaction was
approximately $150 million.
In connection with the Stock Purchase Agreement, the Company and
Mindscape Holding Company entered into a Registration Rights Agreement, dated as
of March 27, 1998, pursuant to which the Company has agreed to file a
Registration Statement on Form S-3, within 30 days following the Effective Date,
for the purpose of registering under the Securities Act of 1933, as amended, the
shares of Common Stock of the Company issued to the Sellers pursuant to the
Stock Purchase Agreement.
Mindscape Group is a leading developer and publisher of education,
productivity, reference and entertainment software.
The foregoing descriptions of the Stock Purchase Agreement and the
Registration Rights Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of such agreements which are filed
as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements of Mindscape Group for the
year ended December 31, 1997 are filed herewith as Exhibit 99.3.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Combined Condensed Consolidated
Financial Statements of the Company for the year ended December 31,
1997 are filed herewith as Exhibit 99.4.
-2-
3
(c) Exhibits.
See Index to Exhibits attached hereto.
-3-
4
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 hereunto duly authorized.
Date: April 13, 1998 THE LEARNING COMPANY, INC.
(Registrant)
By: /s/ Neal S. Winneg
---------------------------------------
Neal S. Winneg
Sr. Vice President and General Counsel
-4-
5
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Stock Purchase Agreement, dated as of March 5, 1998, by and
between The Learning Company, Inc. and Mindscape Holding
Company, Pearson Overseas Holdings Ltd. and Pearson
Netherlands, BV, as amended
10.1 Registration Rights Agreement, dated as of March 27, 1998, by
and between The Learning Company, Inc. and Mindscape Holding
Company
99.1 Press Release issued by The Learning Company, Inc. on March 6,
1998
99.2 Press Release issued by The Learning Company, Inc. on
March 27, 1998
99.3 Audited Financial Statements of Mindscape Group for the year
ended December 31, 1997
99.4 The Unaudited Pro Forma Combined Condensed Consolidated
Financial Statements of the Company for the year ended
December 31, 1997.
-5-