<PAGE>
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)
July 31, 2000
eCollege.com
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-28393 84-1351729
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
10200 A East Girard Avenue
Denver, Colorado 80231
--------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (303) 873-7400
N/A
--------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
<PAGE>
ITEM 5. OTHER EVENTS
On July 31, 2000, Robert Helmick, former Chief Executive Officer of
eCollege.com, sold 2,000,000 shares of eCollege.com common stock, par value $.01
per share, to a group of investors that included Oakleigh Thorne, Chief
Executive Officer of eCollege.com, Oakleigh B. Thorne, who is Mr. Thorne's
father, and others.
After the close of this private sale of securities, Mr. Helmick will own less
than 9% of the issued and outstanding shares of eCollege.com common stock, and
Mr. Oakleigh Thorne, together with entities controlled by Mr. Thorne and his
father, will own approximately 17.5% of the issued and outstanding shares of
common stock of eCollege.com.
<PAGE>
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.
Dated: July 31, 2000
eCollege.com
By: /s/ Oakleigh Thorne
-------------------
Oakleigh Thorne,
Chief Executive Officer
