<PAGE> 1
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): March 12, 1998
THE LEARNING COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-12375 94-2562108
(Commission File Number) (IRS Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)
(617) 494-1200
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
See Index to Exhibits attached hereto.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On March 6, 1998, SoftKey Software Products Inc. ("SoftKey"), a
Canadian subsidiary of The Learning Company, Inc. (the "Company"), agreed to
sell in a private placement to certain Canadian institutional investors (the
"Purchasers") through Griffiths McBurney & Partners and First Marathon
Securities Limited (collectively, the "Underwriters") 6,250,000 special warrants
(the "Special Warrants").
On March 12, 1998, SoftKey sold 8,687,500 Special Warrants to the
Purchasers for a purchase price of Cdn $22.80 per Special Warrant resulting in
aggregate gross proceeds to SoftKey of Cdn $198,075,000. The Underwriters
received a fee of 4.0% of the aggregate gross proceeds of the private placement
for their services.
Each Special Warrant entitles the holder thereof to acquire from
SoftKey, upon exercise of the Special Warrant at no additional cost, one SoftKey
exchangeable non-voting share (or in certain circumstances 1.07 SoftKey
exchangeable non-voting shares) (the "SoftKey Shares"). The SoftKey Shares are
exchangeable on a one-for-one basis for shares of common stock, $.01 par value
per share, of the Company (the "TLC Shares") without additional payment.
The Company has relied upon the exemption from registration under
Regulation S promulgated under the Securities Act of 1933, as amended (the
"Act"). The basis for this exemption is the representation that the Purchasers
are not "U.S." persons within the meaning of Regulation S and that the Special
Warrants, the SoftKey Shares and the TLC Shares will not be offered or sold in
the United States or to a "U.S." person unless covered by an effective
registration statement or an applicable exemption from the registration
requirement of the Act is available, nor will the SoftKey Shares be exchanged
for TLC Shares in the United States or to a "U.S." person unless the issuance of
the TLC Shares is covered by an effective registration statement or an
applicable exemption from the registration requirement of the Act is available.
-2-
<PAGE> 3
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.
Date: March 13, 1998 THE LEARNING COMPANY, INC.
(Registrant)
By: /s/ Neal S. Winneg
------------------
Neal S. Winneg
Sr. Vice President and General Counsel
-3-
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release issued by The Learning Company, Inc. on March 6, 1998
<PAGE> 1
Exhibit 99.1
Contact: R. Scott Murray John Suske
Executive Vice President and Investor Relations
Chief Financial Officer (617) 494-5816
(617) 494-5861 [email protected]
[email protected]
For Immediate Release
MAJOR CANADIAN INSTITUTIONS TAKE POSITION IN THE LEARNING COMPANY, INC.
CAMBRIDGE, MA., March 6, 1998 - The Learning Company, Inc. (NYSE: TLC) announced
today that its Canadian subsidiary, SoftKey Software Products Inc., agreed to
sell to certain Canadian institutional investors approximately 6.25 million
special warrants for aggregate proceeds of approximately U.S. $104 million. Each
special warrant is exercisable without additional payment for one SoftKey
exchangeable non-voting share. SoftKey's exchangeable non-voting shares are
exchangeable on a one-for-one basis for common stock of The Learning Company,
Inc. without additional payment.
The private placement is ultimately subject to certain conditions, including
receipt of certain regulatory approvals.
THE SECURITIES DESCRIBED ABOVE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON
ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT.
The Learning Company, Inc. develops, publishes and markets a family of premium
software brands that educate across every age, from young children to adults.
The company's products are sold in more than 23,000 retail stores in North
America and through multiple distribution channels including school sales,
on-line, direct marketing and OEM. The company also develops, publishes and
distributes products worldwide including France, Germany, the United Kingdom,
Holland and the Pacific Rim. The Learning Company is headquartered at One
Athenaeum Street, Cambridge, MA, 02142; telephone (617) 494-1200; fax (617)
494-1219.
