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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: January 22, 1999
TRO LEARNING, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-20842 36-3660532
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
1721 Moon Lake Boulevard, Suite 555, Hoffman Estates , IL 60194
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 781-7800
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Not Applicable
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(Former name or former address if
changed since last report)
(This document contains 3 pages)
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ITEM 5. OTHER EVENTS
On January 13, 1999, TRO Learning, Inc. (the "Company") announced the
completion of a $5 million private placement of convertible preferred stock.
The preferred stock is convertible into shares of the Company's common stock,
at the option of the holder, up to two years from the issue date. Conversion
is mandatory for securities still outstanding two years from the issue date.
The conversion price is based on the average market price of the Company's
common stock prior to conversion, as defined, and is adjusted over time to
provide an 8% annual return to the holders. The conversion price is also
subject to ceiling and floor limitations, which may be adjusted based on the
Company's financial performance. Concurrent with this issuance, the Company
issued 125,000 warrants to purchase the Company's common stock at $9.51 per
share. These warrants expire five years from the issue date. The net
proceeds received from the convertible preferred stock issuance were
approximately $4.6 million and were used to pay down existing borrowings.
The following documents will be included as exhibits to the Company's Form 10-K
which will be filed by January 29, 1999 with the Securities and Exchange
Commission:
- Certificate of Designations for Series C Convertible Preferred Stock
- Preferred Stock Purchase Agreement
- Form of 1999 Warrants
- Registration Rights Agreement
- Form of Series C Convertible Preferred Stock
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SIGNATURES
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, on January 22, 1999.
TRO LEARNING, INC.
By /s/ John Murray
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John Murray
Executive Vice President and
Chief Financial Officer
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