ITC LEARNING CORP
8-K, 1998-06-24
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): June 18, 1998





                            ITC LEARNING CORPORATION
             (Exact name of registrant as specified in its charter)





<TABLE>
<S>                                <C>                         <C>
              MARYLAND                    0-13741                    52-1078263
    (State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
          of incorporation)                                    Identification Number)
</TABLE>


                          13515 DULLES TECHNOLOGY DRIVE
                          HERNDON, VIRGINIA 20171-3413
                    (Address of principal executive offices)


         Registrant's telephone number, including area code: (703) 713-3335


                                      NONE
              (Former name and address, if changed since last report)



<PAGE>   2


ITEM 5.  OTHER EVENTS

On June 18, 1998, ITC Learning Corporation (the "Registrant" or "ITC") entered
into an agreement by which ITC purchased certain assets of iNEX Corporation
("iNEX") for cash and stock valued at $466,000. iNEX is an online training
company that enables organizations to improve employee performance via the
Internet and corporate intranets through interactive software and systems. In
exchange for its investment, ITC acquired iNEX's technology-based delivery
platforms, intellectual property rights, content, certain other assets and ten
employees, consisting of management, technical and development personnel.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

a) Exhibits

      99.1 Press Release of the Registrant dated June 23, 1998.



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<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.

                                       ITC Learning Corporation
                                       (Registrant)



                                       By:/s/Christopher E. Mack
                                          ---------------------------------
                                          Christopher E. Mack
                                          Vice President, Treasurer
                                             and Chief Financial Officer



Date:  June 24, 1998



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<PAGE>   4


                                    INDEX OF EXHIBITS


Exhibit No.  Exhibit Description

99.1         Press Release of the Registrant dated June 23, 1998.





                                      4

<PAGE>   1
                      ITC
[ITC LOGO]            Learning                                     Press
                      Corporation                                  Release

                      13515 Dulles Technology Drive
                      Herndon, VA 20171-3413
                      (703) 713-3335 - (800) 638-3757
                      http://www.itclearning.com
                      NASDAQ:  ITCC


June 23, 1998                             Contact:
                                          Carl Stevens, President & CEO
                                          Chris Mack, CFO
                                          (800) 638-3757
                                          (703) 713-3335

                        ITC LEARNING ANNOUNCES ACQUISITION
                           OF ON-LINE TRAINING BUSINESS

Herndon, VA - ITC Learning Corporation ("ITC") announced today that it has
acquired iNEX Corporation's ("iNEX") on-line training business.  ITC acquired
iNEX's technology-based delivery platforms, intellectual property rights,
content, certain other assets and ten employees, consisting of management,
technical and development personnel, for cash and stock valued at approximately
$500,000.

ITC President and Chief Executive Officer Carl D. Stevens stated that "Our
corporate goal is to deliver our extensive training library of CD-ROM titles
over the Internet and corporate intranets. This acquisition gets ITC one step
closer to realizing our goal. ITC now has a dedicated division, with the
knowledge and tools to enable the transfer of our titles to a new and exciting
delivery platform. Our plan is to retain the same rich graphics, animations, and
video that our customers have come to expect from ITC, through the use of video
streaming, via a Java (TM) enabled browser and without 'plug-ins.' We believe
learners will benefit immensely from this new on-line, on-demand training
experience."

ITC develops and markets workplace training products for business, education and
government and is headquartered in Herndon, Virginia with offices in Atlanta,
Georgia, Grand Rapids, Michigan, Toronto, Canada, London, England, and Sydney,
Australia. With over 5,000 organizations worldwide using ITC's products and
solutions to improve employee productivity and skills, ITC is recognized for its
excellence in quality and customer support. ITC offers the largest library of
interactive CD-ROM multimedia programs available today, with over 1,500 hours of
training on Personal Computer Skills, Regulatory Compliance, Technical Skills
and Basic Skills. ITC is a publicly owned company that is traded on NASDAQ under
the symbol--ITCC.

In addition to the risks and uncertainties that exist with ITC and iNEX's
on-line training business operations, the acquisition includes such risks that
the integration of operations, technologies and products might not occur as
planned or as anticipated. For a more detailed description of the risk factors
facing the Company, please refer to the Company's SEC filings, including its
annual report on Form 10KSB for fiscal year ended December 31, 1997.

Java and all Java-based trademarks and logos are trademarks or registered
trademarks of Sun Microsystems, Inc. in the United States and other countries.

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