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): January 24, 2001
LEARNCOM, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or other jurisdiction of incorporation)
0-29379 87-0622927
(Commission File No.) (I.R.S. Employer
Identification No.)
720 Industrial Drive
Bensenville, Illinois 60106
(Address of principal executive offices; zip code)
(630) 227-1080
(Registrant's telephone number, including area code)
ITEM 2. ACQUISTION OF ASSETS.
On January 24, 2001, LearnCom, Inc. (the "Company") consummated the acquisition
of all the outstanding stock of privately held VideoLearning Systems, Inc., a
Pennsylvania corporation ("VLS").
The Company paid $533,000 cash, issued a promissory note in the amount of
$67,000 and issued approximately 26,666,666 shares of its common stock in
exchange for all the outstanding stock of VLS. The promissory note component of
this transaction is payable in two consecutive annual installments of $33,500
without interest, installments are payable on the first and second anniversary
from the date of the note, January 24, 2001.
Immediately following the Company's consideration being issued, the Company
effected a forward triangular merger whereby VLS was merged with and into VLS
Mergeco, Inc., a Pennsylvania corporation and a newly formed wholly owned
subsidiary of the Company. VLS Mergeco, Inc. was the surviving corporation.
Subsequent to the merger, VLS Mergeco, Inc. amended its Articles of
Incorporation to change its name to VideoLearning Systems, Inc.
VLS was a non-related entity. VideoLearning Systems, Inc. is a premier
distributor of training resources with over 30,000 customers and a twenty-five
(25) year operating history. The acquisition of VLS, now VideoLearning Systems,
Inc., strengthens the Company's management team, sales power and customer base.
Homer Hewitt, VLS' prior sole shareholder, will stay on with VideoLearning
Systems, Inc. as its President and CEO. Two other long term managers of VLS,
Deborah Gillespie and Dennis Barr, will also continue as vice presidents of
VideoLearning Systems, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Financial statements required by this Item 7 are not included in
this current report on Form 8-K. Such Financial statements will
be filed by amendment within the 60 days permitted under this
Item 7.
(b) Pro Forma Financial Information
Pro forma financial information required by this Item 7 is not
included in this current report on Form 8-K. Such pro forma
financial information will be filed by amendment within 60 days
permitted under this Item 7.
(c) Exhibits
2.1 Agreement and Plan of Reorganization Dated As of January 1, 2001 Among
VideoLearning Systems, Inc. and Its Shareholder, LearnCom, Inc. and VLS
Mergeco, Inc. will be submitted with the financial statement
information required under Item 7(a) above within the 60 days permitted
under this Item 7.*
* The registrant hereby undertakes to furnish supplementary a copy of any
omitted schedule to this Agreement to the Securities and Exchange Commission
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.
LEARNCOM, INC.
(Registrant)
Date: February 7, 2001 By: /s/ Lloyd W. Singer
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Lloyd W. Singer
Chief Executive Officer
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