LEARN2 COM INC
8-K, 1999-07-19
PREPACKAGED SOFTWARE
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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 (Date of earliest event reported): JULY 19, 1999

                                LEARN2.COM, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                            <C>                            <C>
          DELAWARE                        0-24936                      75-2480669
(State or other jurisdiction     (Commission File Number)     (IRS Employer Identification
       of incorporation)                                                 Number)
</TABLE>

<TABLE>
<S>                                           <C>
 925 WESTCHESTER AVENUE, WHITE PLAINS, NEW                    10604
                    YORK
  (Address of principal executive offices)                  (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (914) 682-4300

                                7TH LEVEL, INC.
         (Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS

    On July 19, 1999, the Registrant issued the press release attached hereto as
Exhibit 99.4 and incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

    (c) Exhibits.

    99.4 Press Release of 7th Level, Inc. dated July 19, 1999.
<PAGE>
                                   SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

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<S>                             <C>  <C>
                                7TH LEVEL, INC.

                                By:              /s/ MARC E. LANDY
                                     -----------------------------------------
                                                   Marc E. Landy
                                      Vice President, Chief Financial Officer
                                                   and Secretary
</TABLE>

Date: July 19, 1999
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S>          <C>
99.4         Press Release of 7th Level, Inc. dated July 19, 1999.
</TABLE>

<PAGE>
                                                                    EXHIBIT 99.4

<TABLE>
<S>           <C>
FOR:          7(th) Street.com

CONTACTS:     Marc Landy
              Chief Financial Officer
              914-682-4300

              Morgen-Walke Associates
              Andrea Kaimowitz
              Katherine Mittelbusher
              Press: Miriam Adler/Emily
              Brunner
              212-850-5600
</TABLE>

                  7(TH) STREET.COM CHANGES NAME TO LEARN2.COM;
                            SYMBOL CHANGES TO "LTWO"
                  --UNIFIES EXISTING BRANDS UNDER LEARN2.COM--

    JULY 19, 1999, WHITE PLAINS, NY--7TH STREET.COM (NASDAQ: SEVL), a leading
provider of online learning solutions, today announced a new company name,
Learn2.com, in order to create a single brand and to align more closely the
Company's corporate identity with its product offerings. The name Learn2.com
communicates the Company's role in educating corporate and consumer customers on
a wide variety of topics. Learn2.com today launched a nationwide branding
campaign and a consolidated site at http://www.learn2.com to reflect the change.
Effective July 20th, Learn2.com will trade on the Nasdaq stock market under the
symbol "LTWO."

    The new Learn2.com site will serve as the gateway for the Company's other
learning brands that deliver over 200 in-depth instruction courses. The
corporate-focused LearningUniversity.com, now re-branded Learn2University, and
consumer-focused Tutorials.com websites can be accessed at
http://www.learn2.com. As a leading online consumer learning community,
Learn2.com will continue to offer complementary content to users on a variety of
topics. These include step-by-step instructions on a wide spectrum of skills,
activities and tasks; an extensive set of discussion forums where consumers can
find and share information; and hundreds of helpful tips. Learn2.com has been
ranked among the top learning destinations for several years, and in June it was
ranked among the top 50 most useful Websites by Yahoo! magazine.

    "Our goal is to become the undisputed leader in online learning, and, with
this realignment, we can offer all of our corporate and individual customers a
unified brand and destination to meet all learning needs," said Stephen P. Gott,
President and CEO of Learn2.com. "We believe that this focused branding strategy
will provide maximum visibility for our corporate identity, products and
services, and expansion efforts. We will continue to focus on providing engaging
experiences and premium service for our members through expanded content,
sophisticated technology, multiple delivery methods, and increased distribution
channels."

    Learn2.com will begin a nationwide media campaign to highlight the
consolidated brand and corresponding company focus. The campaign, which will
commence with simultaneous print media and Internet advertising, is expected to
generate memberships, sales and relationships through increased corporate and
consumer awareness.

    Learn2.com is a leader in the creation and distribution of online advanced
learning and training. The Learn2.com suite of products provides an engaging
learning experience to consumer and corporate customers by allowing interactive
multimedia and animated courseware to be accessed instantly on the
<PAGE>
Web. Learn2.com is also an Internet learning community that offers consumers
tips and step-by-step instructions on a broad spectrum of skills, activities and
tasks, as well as immediately accessible multimedia consumer training courses
and tutorials. Corporations have access to the same high quality tutorials
through Learn2University which includes additional features such as reporting
and administration.

    On June 7, Learn2.com announced the signing of a contract to acquire
ViaGrafix Corporation, the number one multimedia computer training company in
terms of sales, according to NPD Group SofTrends-Registered Trademark-.
ViaGrafix's products include interactive multimedia courses and tutorials for IT
training and other subjects for a variety of computer software. ViaGrafix has an
existing library of more than 1,000 titles. The acquisition is expected to close
in the third quarter of 1999 subject to certain conditions, including a vote of
both companies' shareholders.

                                     # # #

    Forward-Looking Statements: This news release contains forward-looking
statements, which involve risks and uncertainties. Accordingly, no assurance can
be given that the actual events and results will not be materially different
than the anticipated results described in the forward-looking statement. There
are a number of important factors that could cause actual results to differ
materially from those expressed in any forward-looking statements made by the
Company. These factors include the Company's success in integrating the business
and operations of both constituent companies; the activities of new or existing
competitors, the ability to attract and retain employees and strategic partners,
the ability to leverage intangible assets in its technology, the ability to
complete new projects at planned costs and on planned schedules and adoption of
the Internet as a medium of commerce, communications and education. Investors
are also directed to consider other risks and uncertainties discussed in
documents filed by the company with the Securities and Exchange Commission.

    The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


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