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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:
December 29, 2000
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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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In a private placement, the Company raised approximately $11 million
through the sale of 110,000 shares of its Series B Convertible Preferred Stock
("Series B Preferred Stock") to Sylvan Ventures, LLC and Fleming US Discovery
Fund III. The Series B Preferred Stock is convertible into the Company's Common
Stock at $3.50 per share, subject to adjustment under certain circumstances. The
holders of the Series B Preferred Stock, as a separate class, are entitled to
elect one person to the Company's Board of Directors. The Company expects to use
the net proceeds of the investment to fund working capital needs. The terms of
the Series B Preferred Stock are more fully described in the Articles
Supplementary filed as Exhibit 3.1 hereto.
In connection with the issuance of the Series B Preferred Stock, all of
the holders of the Company's Series A-1 Convertible Preferred Stock (the "Series
A-1 Preferred Stock") exchanged their shares for a like number of shares of the
Company's Series A-2 Convertible Preferred Stock (the "Series A-2 Preferred
Stock"). The terms of the Series A-2 Preferred Stock are substantially the same
as those of the Series A-1 Preferred Stock, except that the Conversion Price has
been reduced to $3.50. The terms of the Series A-2 Preferred Stock are more
fully described in the Articles Supplementary filed as Exhibit 3.2 hereto.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Description
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3.1 Articles Supplementary Classifying Series B Preferred
Stock
3.2 Articles Supplementary Classifying Series A-2 Preferred
Stock
10.1 Preferred Stock Purchase Agreement among Caliber
Learning Network, Inc., Sylvan Ventures, LLC, Fleming
US Discovery Fund III, L.P., and Fleming US Discovery
Offshore Fund III, L.P.
10.2 Amended and Restated Registration Rights Agreement
among Caliber Learning Network, Inc., Sylvan Ventures,
LLC, Fleming US Discovery Fund III, L.P., Fleming US
Discovery Offshore Fund, L.P. and Robert Fleming
Nominees.
10.3 Amended and Restated Stockholders' Agreement among
Caliber Learning Network, Inc., Sylvan Ventures, LLC,
Fleming US Discovery Fund III, L.P., Fleming US
Discovery Offshore Fund, L.P. and Robert Fleming
Nominees Limited.
99.1 Press Release dated January 2, 2001
Item 9. Regulation FD Disclosure
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On January 2, 2001, the Company issued a press release containing
financial guidance for the five quarters ending December 31, 2001. A copy of the
press release is filed as Exhibit 99.1 hereto, the text of which is incorporated
by reference herein.
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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.
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Date: January 2, 2001 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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3.1 Articles Supplementary Classifying Series B
Preferred Stock
3.2 Articles Supplementary Classifying Series A-2
Preferred Stock
10.1 Preferred Stock Purchase Agreement among Caliber
Learning Network, Inc., Sylvan Ventures, LLC,
Fleming US Discovery Fund III, L.P., and Fleming
US Discovery Offshore Fund III, L.P.
10.2 Amended and Restated Registration Rights Agreement
among Caliber Learning Network, Inc., Sylvan
Ventures, LLC, Fleming US Discovery Fund III,
L.P., Fleming US Discovery Offshore Fund, L.P. and
Robert Fleming Nominees Limited.
10.3 Amended and Restated Stockholders' Agreement among
Caliber Learning Network, Inc., Sylvan Ventures,
LLC, Fleming US Discovery Fund III, L.P., Fleming
US Discovery Offshore Fund, L.P. and Robert
Fleming Nominees Limited.
99.1 Press Release dated January 2, 2001
