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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): March 25, 1998
ITC LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 0-13741 52-1078263
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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)
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ITEM 5. OTHER EVENTS
On March 25, 1998, ITC Learning Corporation (the "Registrant" or "ITC") entered
into a Stock Purchase Agreement (the "Agreement") to purchase all of the
outstanding stock of Turn-Key Training Technologies, Inc. ("Turn-Key"). Turn-Key
is a developer and distributor of performance-based training administration
software, whose principal offices are located in Grand Rapids, Michigan.
Pursuant to the acquisition agreement, ITC purchased all of the outstanding
stock of Turn-Key for $700,000 in cash. Additionally, ITC paid $600,000 and
issued 100,000 shares of its common stock to Philip L. Camillo, Turn-Key's
founder and president, in connection with a long-term non-competition agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Exhibits
99.1 Press Release of the Registrant dated March 30, 1998.
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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
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Christopher E. Mack
Vice President, Treasurer
and Chief Financial Officer
Date: April 3, 1998
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INDEX OF EXHIBITS
Exhibit No. Exhibit Description
99.1 Press Release of the Registrant dated March 30, 1998.
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EXHIBIT 99.1
[LETTERHEAD OF ITC LEARNING CORPORATION]
March 30, 1998 Contact: Carl Stevens, President & CEO
Chris Mack, CFO
(800) 638-3757
(703) 713-3335
ITC LEARNING ANNOUNCES ACQUISITION OF TURN-KEY TRAINING
Herndon, VA - ITC Learning Corporation ("ITC") announced today that it has
closed on the acquisition of Turn-Key Training Technologies, Inc. ("Turn-Key"),
a developer and distributor of performance-based training administration
software. Pursuant to the acquisition agreement, ITC purchased all of the
outstanding stock of Turn-Key for $700,000 in cash. Additionally, ITC paid
$600,000 and issued 100,000 shares of its common stock to Philip L. Camillo,
Turn-Key's founder and president, in connection with a long-term non-competition
agreement. Turn-Key will survive as a wholly-owned subsidiary under Mr.
Camillo's direct supervision from its offices in Grand Rapids, Michigan.
ITC President and Chief Executive Officer, Carl D. Stevens stated that "We are
extremely pleased to add Turn-Key's AdminSTAR(TM) administration program to our
existing portfolio of products. The acquisition provides ITC and its customers
with the capability for personal skills assessment, the creation of individual
development plans, the ability to manage all facets of the training environment
and a wide variety of management and reporting tools that training executives
require."
ITC develops and markets workplace training products for business, education and
government and is headquartered in Herndon, Virginia with offices in Atlanta,
Georgia, London, England, Sydney, Australia, and now, Grand Rapids, Michigan.
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 Turn-Key's
respective business operations, the acquisition includes such risks that the
integration of operations, technologies and products of the combined companies
might not occur as planned or as anticipated. For a more detailed description of
ITC and the risk factors facing the Company, please refer to the Company's SEC
filings, including its annual report on Form 10-KSB for the fiscal year ended
December 31, 1997.
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