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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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ASYMETRIX LEARNING SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO] [LOGO]
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November 10, 1999
To Our Stockholders:
You are cordially invited to attend a special meeting of stockholders of
Asymetrix Learning Systems, Inc. to be held at Asymetrix's headquarters,
110 - 110th Avenue NE, Bellevue, Washington, on November 23, 1999, at
10:00 a.m., pacific daylight time. The matter expected to be acted upon at the
meeting is a proposal to change our name to CLICK2LEARN.COM, INC. This proposal
is described in detail in the accompanying notice of meeting of stockholders and
proxy statement.
Please use this opportunity to take part in Asymetrix's affairs by voting on the
business to come before this meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PRIOR TO THE MEETING SO THAT YOUR SHARES WILL
BE REPRESENTED AT THE MEETING. Returning the proxy does not deprive you of your
right to attend the meeting and to vote your shares in person. If you do plan to
attend the meeting in person, please mark the appropriate box on the enclosed
proxy so that we can plan appropriately for the meeting.
We hope to see you at the meeting.
Sincerely,
/s/ Jim Billmaier
James A. Billmaier
Chief Executive Officer
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ASYMETRIX LEARNING SYSTEMS, INC.
110 - 110TH AVENUE NE
BELLEVUE, WASHINGTON 98004
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Asymetrix
Learning Systems, Inc. will be held at Asymetrix's headquarters, 110 - 110th
Avenue NE, Bellevue, Washington on November 23, 1999, at 10:00 a.m. pacific
daylight time.
At the meeting, you will be asked to consider and vote upon the following
matters:
1. To amend Asymetrix's certificate of incorporation to change its name to
"CLICK2LEARN.COM, INC."
2. To transact other business as may properly come before the meeting or any
adjournment.
The proposal is more fully described in the proxy statement accompanying
this notice. Only stockholders of record at the close of business on
October 15, 1999 are entitled to notice of and to vote at the meeting or any
adjournment.
By Order of the Board of Directors
/s/ Jim Billmaier
James A. Billmaier
Chief Executive Officer
Bellevue, Washington
November 10, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE>
ASYMETRIX LEARNING SYSTEMS, INC.
110 - 110TH AVENUE NE
BELLEVUE, WASHINGTON 98004
PROXY STATEMENT
November 10, 1999
The accompanying proxy is solicited on behalf of the board of directors of
Asymetrix Learning Systems, Inc., a Delaware corporation, for use at the special
meeting of stockholders of Asymetrix to be held at its headquarters,
110 - 110th Avenue NE, Bellevue, Washington 98004, on Tuesday, November 23,
1999, at 10:00 a.m., pacific daylight time. This proxy statement and the
accompanying form of proxy were first mailed to stockholders on or about
November 10, 1999.
RECORD DATE AND QUORUM
Only holders of record of Asymetrix's common stock at the close of business
on October 15, 1999, or the record date, are entitled to vote at the meeting. A
majority of the shares outstanding on the record date will constitute a quorum
for the transaction of business at the meeting.
OUTSTANDING SHARES
At the close of business on the record date, Asymetrix had 14,739,651 shares
of common stock outstanding and entitled to vote that were held of record by
approximately 320 stockholders. Asymetrix has been informed that there are
approximately 4,800 beneficial owners of its common stock.
VOTING RIGHTS AND REQUIRED VOTE
Holders of Asymetrix's common stock are entitled to one vote for each share
held as of the record date. Shares of common stock may not be voted
cumulatively. In the event that a broker, bank, custodian, nominee or other
record holder of Asymetrix common stock indicates on a proxy that it does not
have discretionary authority to vote certain shares on a particular matter, or a
broker non-vote, then those shares will not be considered present and entitled
to vote with respect to that matter, although they will be counted in
determining whether or not a quorum is present at the meeting.
Approval of the proposal requires the affirmative vote of a majority of the
outstanding shares of common stock and broker non-votes and abstentions have the
effect of a vote against the proposal.
All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative votes, negative votes,
abstentions and broker non-votes on the proposal.
VOTING OF PROXIES
The proxy accompanying this proxy statement is solicited on behalf of the
board of directors for use at the meeting and any adjournment. You are requested
to complete, date and sign the accompanying proxy card and promptly return it in
the enclosed envelope or otherwise mail it to Asymetrix. All executed, returned
proxies that are not revoked will be voted according to the instructions
contained in the proxy card. Returned signed proxies that give no instructions
as to how they should be voted will be counted as votes "for" the proposal. So
far as is known to the board, no other matters are to be brought before the
meeting. However, as to any business that may properly come before the meeting,
it is intended that proxies in the form enclosed will be voted according to the
judgment of the persons holding the proxies.
In the event that sufficient votes in favor of the proposal are not received
by the date of the meeting, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitations of proxies. Any
adjournment would require the affirmative vote of the majority of the
outstanding shares present in person or represented by proxy at the meeting.
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The expenses of soliciting proxies in the enclosed form will be paid by
Asymetrix. Following the original mailing of the proxies and other soliciting
materials, Asymetrix will request brokers, custodians, nominees and other record
holders to forward copies of the proxy and other soliciting materials to persons
for whom they hold shares of common stock and to request authority for the
exercise of proxies. In these cases, Asymetrix, upon the request of the record
holders, will reimburse the holders for their reasonable expenses.
Proxies may also be solicited by Asymetrix's directors, officers and regular
employees, without additional compensation, in person or by telephone.
REVOCABILITY OF PROXIES
Any person signing a proxy in the form accompanying this proxy statement has
the power to revoke it prior to the meeting or at the meeting prior to the vote.
A proxy may be revoked by written notice delivered to Asymetrix stating that the
proxy is revoked, by a subsequent proxy that is signed by the person who signed
the earlier proxy and is presented at the meeting, or by attendance at the
meeting and voting in person. Please note that if a stockholder's shares are
held of record by a broker, bank or other nominee and that stockholder wishes to
vote at the meeting, the stockholder must bring to the meeting a letter from the
broker, bank or other nominee confirming the stockholder's beneficial ownership
of the shares and that broker, bank or other nominee is not voting the shares.
PROPOSAL TO
APPROVE AN AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECTUATE A NAME CHANGE
In July 1999, Asymetrix introduced its click21earn.com Internet learning
portal. As a result, Asymetrix has determined that it will be in its best
interests to change its own name to reflect its new focus on its click21earn.com
Internet learning portal, as well as the integration of Asymetrix's existing
products and services with the learning portal. By approving this proposal, the
stockholders will authorize the board to amend its certificate of incorporation
to reflect this name change. The amendment to the certificate of incorporation
will take the following form:
"Article I is replaced with a new Article I--The name of this corporation is
CLICK2LEARN.COM, INC."
The board believes it to be in the best interest of Asymetrix to change its
name, in any event, to more closely reflect its current business objectives.
Management expects the formal implementation of the name change with the
Delaware Secretary of State to be completed by the end of December 1999 after
stockholder approval; however, transitional uses of the "Asymetrix" name by
Asymetrix may continue for several months in order to minimize the risk of
customer confusion. There will be no adverse tax consequences associated with
this name change. Implementation costs during fiscal year 1999 are not expected
to be material. Even if this proposal is not approved by the stockholders,
Asymetrix expects to utilize this new name and variations of it as a brand name,
to seek trademark protection for such names and to do business under this name
in various jurisdictions for the reasons referred to above.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to Asymetrix with respect
to the beneficial ownership of Asymetrix's common stock as of October 15, 1999.
- each person who is known by Asymetrix to own beneficially more than 5% of
Asymetrix's common stock;
- each director of Asymetrix;
- Asymetrix's chief executive officer and its other four most highly
compensated executive officers during 1998; and
- all directors and executive officers of Asymetrix as a group.
Percentage ownership is based on 16,205,926 shares which includes 14,739,651
shares outstanding as of October 15, 1999, and 1,466,275 shares issuable upon
conversion of the Series A Convertible Preferred Stock, assuming conversion of
such preferred stock into the maximum possible number of shares of common stock.
Shares of common stock subject to options and warrants currently exercisable or
exercisable within 60 days of October 15, 1999 are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such options
but are not deemed outstanding for computing the percentage ownership of any
other person.
Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
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NUMBER OF SHARES PERCENTAGE OF COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
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Paul G. Allen (1).................... 6,898,606 41.58%
Marshall Capital Management, Inc.
(2)................................ 1,460,411 8.70
James A. Billmaier (3)............... 543,749 3.25
Kevin M. Oakes (4)................... 519,811 3.21
John D. Atherly (5).................. 105,073 *
Steven Martino (6)................... 104,683 *
John M. Kellum (7)................... 98,933 *
Bert Kolde (8)....................... 95,000 *
Joseph DiNucci (9)................... 72,916 *
Ronald S. Posner (10)................ 43,750 *
Shelley Harrison, Ph.D. (11)......... 6,066 *
Sally Narodick (12).................. 1,250 *
All officers and directors as a group
(13 persons) (13).................. 10,035,337 54.92
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* Less than 1% of Asymetrix's outstanding common stock
(1) Includes 387,096 shares subject to a warrant held of record by Vulcan
Ventures, Inc., an entity controlled by Mr. Allen, and exercisable within
60 days of October 15, 1999. Also includes 586,510 shares issuable upon
conversion of 4,000 shares of the Series A Convertible Preferred Stock held
of record by Vulcan Ventures, Inc., assuming conversion of such preferred
stock into the maximum possible number of shares of common stock.
Mr. Allen's address is: Paul Allen, c/o Vulcan Ventures, Inc., 110-110th
Avenue NE, Bellevue, Washington 98004.
(2) Includes 580,646 shares subject to a warrant exercisable within 60 days of
October 15, 1999. Also includes 879,765 shares issuable upon conversion of
6,000 shares of the Series A Convertible Preferred Stock, assuming
conversion of such preferred stock into the maximum possible number of
shares of common stock. Marshall Capital Management, Inc.'s address is:
Credit Suisse First Boston, c/o Allan Weine, 41st Floor, 227 West Monroe
Street, Chicago, Illinois 60606.
<PAGE>
(3) Represents shares subject to stock options exercisable within 60 days of
October 15, 1999. Mr. Billmaier is the Chief Executive Officer and a
director of Asymetrix.
(4) Includes 9,343 shares subject to stock options exercisable within 60 days
of October 15, 1999. Mr. Oakes is President and Chief Learning Officer and
a director of Asymetrix.
(5) Includes 104,998 shares subject to stock options exercisable within
60 days of October 15, 1999. Mr. Atherly is Vice President, Finance and
Administration and Chief Financial Officer of Asymetrix.
(6) Represents shares subject to stock options exercisable within 60 days of
October 15, 1999. Mr. Martino is Vice President and General Manager,
Learning Services of Asymetrix.
(7) Includes 84,683 shares subject to stock options exercisable within 60 days
of October 15, 1999. Mr. Kellum is Vice President and General Manager,
Online Learning Products of Asymetrix.
(8) Represents shares subject to stock options exercisable within 60 days of
October 15, 1999. Mr. Kolde is Chairman of the Board of Asymetrix.
(9) Includes 72,916 shares subject to options exercisable within 60 days of
October 15, 1999. Mr. DiNucci is Executive Vice President and a director of
Asymetrix.
(10) Includes 3,750 shares subject to stock options exercisable within 60 days
of October 15, 1999. Also includes 40,000 shares held of record by PS
Capital, Inc. Mr. Posner is a principal of PS Capital, Inc. Mr. Posner
disclaims beneficial ownership of shares held of record by PS
Capital, Inc. except to the extent of his pecuniary interest therein.
Mr. Posner is a director of Asymetrix.
(11) Includes 5,000 shares subject to stock options exercisable within 60 days
of October 15, 1999. Also includes 144 shares held of record by
Dr. Harrison's spouse. Dr. Harrison is a director of Asymetrix.
(12) Represents shares subject to options exercisable within 60 days of
October 15, 1999. Ms. Narodick is a director of Asymetrix.
(13) Represents the shares described in footnotes (3), (4), (5), (6), (7) and
(9) plus an additional 85,089 shares beneficially owned by two other
executive officers, of which 74,339 shares were subject to stock options
exercisable within 60 days of October 15, 1999.
OTHER BUSINESS
The board does not presently intend to bring any other business before the
meeting, and, so far as is known to the board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. As to any
business that may properly come before the meeting, however, it is intended that
proxies, in the form enclosed, will be voted in respect of additional matters
according to the judgment of the persons voting proxies.
Whether or not you plan to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage-paid envelope
so that your shares will be represented at the meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at Asymetrix's 2000
Annual Meeting of Stockholders must be received by Asymetrix at its principal
executive offices no earlier than February 26, 2000 and no later than March 26,
2000 in order to be included in Asymetrix's Proxy Statement and form of proxy
relating to that meeting, unless such meeting is held before April 25, 2000 or
after July 24, 2000, in which case such proposals must be received by Asymetrix
at its principal executive offices no earlier than the close of business on the
90th day prior to meeting date and no later than the later of (i) the close of
business on the 60th day prior to the meeting date or (ii) the
<PAGE>
close of business on the 10th day following the day Asymetrix first makes a
public announcement of the meeting date.
Notwithstanding the foregoing, if the number of Class II directors to be
elected at the meeting is increased and there is no public announcement by
Asymetrix made before March 16, 2000 (or if such meeting is held before
April 25, 2000 or after July 24, 2000, then before the 70th day prior to the
meeting date) naming all of the nominees for Class II director or specifying the
increased number of Class II directors to be elected at the meeting, then
proposals for nominees for any new positions created by the increase in the
number of Class II directors (but not proposals for any other business) must be
received by Asymetrix at its principal executive offices no later than the close
of business on the 10th following the day Asymetrix first makes a public
announcement of increase in the number of Class II directors.
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PROXY
ASYMETRIX LEARNING SYSTEMS, INC.
110-110TH AVENUE NE BELLEVUE, WASHINGTON 98004
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE NOVEMBER 23, 1999
SPECIAL MEETING OF STOCKHOLDERS OF ASYMETRIX LEARNING SYSTEMS, INC.
The undersigned hereby appoints John D. Atherly and Steven Esau and each
of them as proxies, each with full powers of substitution, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of Asymetrix Learning Systems, Inc. held of record by the
undersigned on October 15, 1999, at the special meeting of stockholders of
Asymetrix to be held on November 23, 1999, and at any continuations or
adjournments. This proxy, when properly executed and returned in a timely
manner, will be voted at the meeting and any adjournments or postponements in
the manner described in this proxy. If no contrary indication is made, the
proxy will be voted FOR the proposal, and according to the judgment of the
persons named as proxies on any other matters that may properly come before
the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed and dated on reverse side.)
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- SEE REVERSE SIDE, FOLD AND DETACH HERE -
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Please mark
your votes /X/
as in this
example.
FOR AGAINST ABSTAIN
The board of directors unanimously recommends / / / / / /
that you vote FOR the proposal to approve the
amendment to Asymetrix's certificate of
incorporation.
In accordance with their judgment, the proxies are authorized to vote upon any other matters as may
properly come before the meeting or any adjournment or postponement.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS PROXY / /
CARD AND RETURN IT PRIOR TO THE MEETING IN THE ENCLOSED ENVELOPE. PLEASE CHECK THE
FOLLOWING BOX IF YOU PLAN TO ATTEND THE MEETING IN PERSON SO ASYMETRIX CAN PLAN
APPROPRIATELY.
THIS PROXY MUST BE SIGNED EXACTLY AS YOUR
NAME APPEARS. IF MORE THAN ONE NAME APPEARS,
ALL PERSONS SO DESIGNATED SHOULD SIGN.
ATTORNEYS, EXECUTORS, ADMINISTRATORS,
TRUSTEES AND GUARDIANS SHOULD INDICATE THEIR
CAPACITIES. IF THE SIGNER IS A CORPORATION,
PLEASE PRINT FULL CORPORATE NAME AND
INDICATE CAPACITY OF DULY AUTHORIZED OFFICER
EXECUTING ON BEHALF OF THE CORPORATION. IF
THE SIGNER IS A PARTNERSHIP, PLEASE PRINT
FULL PARTNERSHIP NAME AND INDICATE CAPACITY
OF DULY AUTHORIZED PERSON EXECUTING ON
BEHALF OF THE PARTNERSHIP.
Signature: __________________________________
Date: , 1999
Signature: __________________________________
Date: , 1999
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- FOLD AND DETACH HERE -
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