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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): JUNE 1, 1999
LEARN2.COM, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-24936 75-2480669
(State or other jurisdiction (Commission File Number) (IRS Employer
incorporation) Identification Number)
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925 WESTCHESTER AVENUE, WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 682-4300
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On August 23, 1999, the Registrant issued the press release attached
hereto as Exhibit 99.5 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.5 Press Release of Learn2.com, Inc. dated August 23, 1999.
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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.
LEARN2.COM, INC.
By: /s/ MARC E. LANDY
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Marc E. Landy
Vice President, Chief Financial Officer
and Secretary
Date: August 23, 1999
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INDEX TO EXHIBITS
EXHIBIT NO.
99.5 Press Release of Learn2.com, Inc. dated August 23, 1999.
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EXHIBIT 99.5
LEARN2.COM COMPLETES ACQUISITION OF VIAGRAFIX; ENHANCES LEADERSHIP POSITION IN
TECHNOLOGY LEVERAGED DISTANCE LEARNING
WHITE PLAINS, N.Y., Aug. 23 /PRNewswire/ -- Learn2.com (Nasdaq: LTWO - news),
the leader in "Technology Leveraged Distance Learning" announced today it closed
its acquisition of ViaGrafix Corporation (Nasdaq: VIAX - news), the market
leader of multimedia computer learning products geared for the consumer market.
Learn2.com will issue approximately 10.7 million shares of stock to acquire all
of the outstanding shares of ViaGrafix, valuing the transaction at approximately
$35 million. The transaction which will be accounted for as a pooling of
interests becomes effective immediately.
As previously announced, the acquisition provides Learn2.com the opportunity to
leverage ViaGrafix's number 1 market share as it consolidates its branding.
Learn2.com now has a broad spectrum of personal learning solutions under its
Learn2.com brand with the addition more than 1,200 titles to Learn2's library of
tutorials giving individuals and companies access to a wealth of learning
content online at http://www.learn2.com. This event is also a pivotal step in a
comprehensive strategy for broadband distribution of learning content.
The acquisition was approved by shareholders of Learn2.com at a special meeting
in New York, and by shareholders of ViaGrafix at a meeting in Pryor, Oklahoma,
earlier today. Under the terms of the agreement, ViaGrafix shareholders will
receive 1.846 shares of Learn2.com common stock per share of ViaGrafix stock.
"The acquisition of ViaGrafix adds several key components to our strategy for
leadership in the rapidly growing market of Technology Leveraged Distance
Learning," said Stephen P. Gott, President and Chief Executive Officer of
Learn2.com. "We now have all of the critical elements of Technology Leveraged
Distance Learning which we intend to brand under the Learn2 umbrella. We believe
our branding strategy will enable us to capitalize on a ground swell of demand
for engaging and effective multimedia distance learning solutions. Our large and
expanding library, best-of-breed multimedia development and presentation
technology, and growing recognition of the Learn2.com brand will put us and keep
us at the head of the class."
ViaGrafix reported revenues of $13.3 million for the six months ended June 30,
1999 and currently enjoys the leading market share, approximately 33%, of sales,
of multimedia computer learning. It has created some of the most effective
learning products for the PC user, including a library of interactive multimedia
courses accessible on the Internet, CD-ROM's, LAN's, intranets, and video for a
variety of computer software.
"We are excited to be a part of the leading e-learning company," stated Mike
Webster, President and Chief Executive Officer of ViaGrafix. "Learn2.com is
pioneering the way in Technology Leverged Distance Learning, the segment of the
e-Learning business that will dominate the multitude of applications requiring
or benefiting from an interactive engaging experience.
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Controlling the premier position in an industry projected to grow to $6 billion
by 2002 is a great place for our shareholders to be."
"With all of the essential elements now in place our mission is to effectively
brand our company and our products so that corporations and individuals alike
will come to Learn2.com for all of their learning needs. Our vision for
Learn2.com is to build the brand the world recognizes as the brand for learning;
whether it's learning to balance a checkbook, how to break in a new catcher's
mitt, or learning a new computer software program. Learn2.com created Technology
Leveraged Distance Learning including e- learning, and we intend to continue to
define it as our role in learning, as the world grows and flourishes," Mr. Gott
concluded.
About Learn2.com
Learn2.com is the leader in Technology Leveraged Distance Learning. 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 Web. Learn2.com is also an Internet
learning community that offers tips and step-by-step instructions on a broad
spectrum of skills, activities and tasks, as well as immediately accessible
multimedia consumer courses and tutorials. Corporations have access to the same
high quality tutorials through Learn2University that includes additional
features such as reporting and administration. For further information contact
us at http://www.learn2.com.
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.
