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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:
October 5, 2000
CALIBER LEARNING NETWORK, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland 000-23945 52-2001020
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
500 South Exeter Street
Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
(410) 843-1000
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(Registrant's telephone number)
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Item 5. Other Events.
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Effective September 29, 2000, all of the holders of the Company's Series
A Convertible Preferred Stock (the "Series A Preferred Stock") exchanged their
shares for a like number of shares of the Company's Series A-1 Convertible
Preferred Stock (the "Series A-1 Preferred Stock"). The terms of the Series A-1
Preferred Stock are substantially the same as those of the Series A Preferred
Stock, except that the registrant's obligation to redeem in cash the Series A
Preferred Stock was eliminated so that the Series A-1 Preferred Stock can be
classified as stockholders' equity under generally accepted accounting
principles. The Series A-1 Preferred Stock is subject to redemption at the
earlier of a Fundamental Change (as defined in the Articles Supplementary) or
October 25, 2004 to the extent of the number of shares of the registrant's
Common Stock representing 19.9% of the outstanding Common Stock as of September
29, 2000 (valued at 90% of their Market Price (as defined in the Articles
Supplementary) calculated at the date of redemption). The shares of Series A-1
Preferred Stock that cannot be so redeemed are, at the election of the holder,
either (1) thereafter subject to a 16% dividend, or (2) subject to redemption in
additional shares of Common Stock valued at their market price on September 29,
2000. As was the case with the Series A Preferred Stock, the Series A-1
Preferred Stock is redeemable in cash at the registrant's option after October
25, 2004, or earlier under certain circumstances. The terms of the Series A-1
Preferred Stock are more fully described in the Articles Supplementary filed as
exhibit 3.1 hereto.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Description
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3.01 Articles Supplementary
SIGNATURES
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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 thereunto duly authorized.
Date: October 4, 2000 CALIBER LEARNING NETWORK, INC.
By: /s/ Chris L. Nguyen
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Chris L. Nguyen, President and Chief Executive
Officer
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CALIBER LEARNING NETWORK, INC.
FORM 8-K
EXHIBIT INDEX
Exhibit No. Description
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3.01 Articles Supplementary
