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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): December 15, 2000
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 2. Disposition of Assets
On December 15, 2000, ITC Learning Corporation (the "Registrant" or "ITC")
completed an agreement, which ITC sold its London-based subsidiary, Activ
Training Limited ("Activ") to a management team led by Philip G. Jones. Total
consideration for the transaction was $1,000,000, of which $250,000 was paid at
closing and the balance being due over a five-year period. The remaining
$750,000 is in the form of a secured, non-interest bearing promissory note
whereby, Activ will pay ITC an additional royalty on each sale made by Activ
over the next five years until the balance is paid in full. If the additional
royalty payments over the next five years do not sufficiently pay off the
outstanding debt, then the balance outstanding at the end of the term becomes
due in full. Mr. Jones has been affiliated with ITC since Activ's inception in
November of 1995. Since 1995, Mr. Jones was Managing Director of Activ. Activ
has been the primary international distributor of ITC products in the United
Kingdom, Europe, Africa and the Middle East. Pursuant to the agreement, ITC and
Activ will maintain a strategic business partnership whereby Activ will remain
ITC's exclusive sales distributor in the United Kingdom, Europe, Africa and the
Middle East.
For the nine months ended September 30, 2000, revenues from Activ totaled
$1,291,000 or approximately 30% of ITC Learning's consolidated revenues. Activ's
assets as of September 30, 2000, totaled $389,000 or approximately 4% of ITC
Learning's consolidated assets.
ITEM 7. EXHIBITS
(a) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information required
relative to the disposition of Activ described in Item 2 at the time this
Current Report on Form 8-K is filed. ITC will file the required pro forma
financial information as soon as practicable, but in no event later than
February 13, 2001.
(b) Exhibits
99.1 Press Release of the Registrant dated January 3, 2001
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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
President and Chief Financial Officer
Date: January 3, 2001
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INDEX OF EXHIBITS
Exhibit No. Exhibit Description
99.1 Press Release of the Registrant dated January 3, 2001.
