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): May 9, 2002
PLATO LEARNING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20842 36-3660532
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification Number)
of incorporation)
10801 NESBITT AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55437
(Address of principal executive offices) (Zip Code)
(952) 832-1000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 9, 2002, PLATO Learning, Inc., a Delaware corporation ("PLATO"),
acquired NetSchools Corporation, a California corporation ("NetSchools"),
pursuant to an Agreement and Plan of Merger dated May 9, 2002 ("Merger
Agreement"), that provided for the merger of NetSchools with and into NSC
Acquisition Corporation, a Delaware corporation and wholly-owned, indirect
subsidiary of PLATO ("Merger Sub"). NetSchools is a provider of Internet-based
e-learning software and services solutions for the K-12 educational market by
offering a web-based curriculum and instructional management delivery platform
that facilitates online assessment, lesson planning and content delivery.
The consideration to be paid by PLATO to the noteholders and
stockholders of NetSchools pursuant to the Merger Agreement consists of (i)
$6,000,000 in cash, (ii) 800,000 shares of PLATO common stock, $0.01 par value,
(iii) warrants to purchase 200,000 shares of PLATO common stock, $0.01 par
value, (iv) and additional contingent amounts up to a total of $6,000,000
pursuant to earn-out and net-worth tests, and (v) the assumption of all
liabilities and transaction expenses. The sources of funds to make any cash
payments shall be PLATO's cash on hand.
All plant, equipment or other physical property, if any, acquired by
PLATO from NetSchools was previously used in the business of providing
internet-based, e-learning software for the K-12 educational market. PLATO
currently intends to continue to use such plant, equipment or other physical
property, if any, for the same purposes.
A copy of the press release announcing the merger is attached hereto as
Exhibit 99 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired: To be filed by amendment
not later than July 23, 2002 as permitted by Item 7(a)(4) of this Form
8-K.
(b) Pro forma financial information: To be filed by amendment not later
than July 23, 2002 as permitted by Item 7(b)(2) of this Form 8-K.
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(c) Exhibits
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
*2 Agreement and Plan of Merger, dated May 9, 2002,
among PLATO Learning, Inc., PLATO, Inc., NSC
Acquisition Corporation and NetSchools Corporation
99 Press Release dated May 9, 2002
* The attachments listed in the table of contents of this agreement have been
omitted pursuant to Item 601(2) of Regulation S-K. A copy of any omitted
attachment shall be provided to the Commission by PLATO upon request.
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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.
PLATO LEARNING, INC.
By: /s/ Gregory J. Melsen
------------------------------------------
Name: Gregory J. Melsen
Title: Vice President, Finance and Chief Financial
Officer
May 23, 2002
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
2 Agreement and Plan of Merger, dated May 9, 2002,
among PLATO Learning, Inc., PLATO, Inc., NSC
Acquisition Corporation and NetSchools Corporation
99 Press Release dated May 9, 2002
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