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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
LEARN2.COM, INC. (FORMERLY KNOWN AS 7TH LEVEL INC.)
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(Name of Issuer)
common stock, $.01 par value per share
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(Title of Class of Securities)
522002
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(CUSIP Number)
Gerald Adler, Esq.
Swidler Berlin Shereff Friedman, LLP
405 Lexington Avenue
New York, New York 10174
(212) 973-0111
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 522002
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1) Name of Reporting Persons I.R.S. Identification No. of Above Persons
(entities only)
STEPHEN P. GOTT
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|X|
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization
New York
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Number of 7) Sole Voting Power
Shares 6,940,960
Beneficially ----------------------------------------------------------
Owned by 8) Shared Voting Power
Each 0
Reporting ----------------------------------------------------------
Person 9) Sole Dispositive Power
with 6,940,960
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10) Shared Dispositive Power
0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,940,960
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11)
13.2%
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14) Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.01 par value per share
("Common Stock"), of Learn2.com, Inc. (formerly known as 7th Level, Inc.), a
Delaware corporation (the "Issuer"), the principal executive offices of which
are located at 1311 Mamaroneck Avenue, White Plains, New York 10605.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Stephen P. Gott.
(b) Mr. Gott's business address is 1311 Mamaroneck Avenue, White Plains,
New York 10605.
(c) Mr. Gott is the President, Chief Executive Officer and a Director of
the Issuer.
(d) Mr. Gott has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Gott has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
(f) Mr. Gott is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger, dated as of February16, 1999
(the "Merger Agreement"), a wholly-owned subsidiary of the Issuer was merged
with and into Street Technologies, Inc., a Delaware corporation ("Street"), and
Street became a wholly-owned subsidiary of the Issuer (the "Merger"). Prior to
the Merger, Mr. Gott was the owner of 11,625,000 shares of common stock of
Street. In connection with the Merger, such shares of common stock of Street
were converted into an aggregate of 557,847 shares of Common Stock of the Issuer
and 17,969 shares of Series D Preferred Stock of the Issuer (collectively, the
"Shares"). As a condition of the Merger Agreement, the Issuer agreed to
recommend to its stockholders the issuance of Common Stock upon the conversion
of the Series D Preferred Stock and certain stock options and warrants (the
"Conversion"). At the Annual Meeting of stockholders of the Issuer held on July
28, 1999, the stockholders approved the Conversion and Mr. Gott's shares of
Series D Preferred Stock were converted into 5,989,785 shares of Common Stock.
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Gott has acquired the Shares solely for investment purposes. Subject
to the Employment Agreement described in Item 6 below, Mr. Gott may acquire or
dispose of securities of the Issuer, including shares of Common Stock, directly
or indirectly, in open-market or privately negotiated transactions, depending
upon the evaluation of the performance and prospects of the Issuer by Mr. Gott
and upon other developments and circumstances, including, but not limited to,
general economic and business conditions and stock market conditions.
Mr. Gott does not have any present plans or proposals that relate to or
would result in the following: the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; any
other material change in the Issuer's business or corporate structure or its
present capitalization or dividend policy; changes in the Issuer's charter or
by-laws or instruments corresponding thereto or other actions that might impede
the acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; causing equity securities of the
Issuer to be eligible for termination of registration pursuant to Section 12(g)
(4) of the Exchange Act; or any other similar action. Mr. Gott is the President,
Chief Executive Officer and a Director of the Issuer.
Mr. Gott reserves the right to change his intention with respect to any
and all of the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Mr. Gott is deemed to be the beneficial owner
of 6,940,960 shares of Common Stock, which represents approximately 13.2%
percent of issued and outstanding Common Stock.
(b) As of the date hereof, Mr. Gott has sole voting power and sole
dispositive power with respect to 6,940,960 shares of Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Merger Agreement, the Issuer agreed to use its reasonable
best efforts to prepare and file as soon as practicable with the Securities
Exchange Commission (the "SEC") a registration statement under the Securities
Act of 1933, as amended, covering, among other things, 648,215 shares of Common
Stock for Mr. Gott (the "Registration Shares"). On June 10, 1999, a Registration
Statement on Form S-3 was filed with the SEC covering, among other things, the
Registration Shares.
Pursuant to an Employment Agreement, dated as of February 16, 1999 (the
"Employment Agreement"), by and between the Issuer and Mr. Gott, Mr. Gott was
granted an option to purchase 1,000,000 shares of Common Stock at an exercise
price equal to $3.25 per share (the "Option Shares"). The Option Shares vest
ratably over three years on the first, second and third anniversary of the
Employment Agreement. In addition, Mr. Gott agreed not to sell, make any
short sale of, pledge, grant any option for the purchase of or otherwise
dispose of any shares of Common Stock without the prior written consent of
the Issuer until the first anniversary of the Employment Agreement. After the
first anniversary of the Employment Agreement, Mr. Gott may make two separate
demands of the Issuer for the registration of the offer and sale of his
unregistered shares of Common Stock and four opportunities to request that
his unregistered shares of Common Stock be included on a registration
statement proposed to be filed with respect to an offering by the Issuer for
its own account or for the account of any of its respective security holders.
In the event that Mr. Gott is terminated by the Issuer without Cause (as
defined in the Employment Agreement) or if he terminates his employment for
Good Reason (as defined in the Employment Agreement), the Issuer must, as
soon as practicable, file a registration statement covering the offer and
sale of all shares of Common Stock owned by Mr. Gott on the date of such
termination and maintain its effectiveness for 180 days. Prior to the Merger,
Mr. Gott granted Marc E. Landy an option to purchase, on a converted basis,
56,234 shares of his personally-owned Common Stock at an exercise price equal
to $.01 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Merger Agreement (incorporated by reference to the Issuer's Current
Report on Form 8-K dated February 16, 1999).
Employment Agreement, dated as of February 16, 1999, by and between the
Issuer and Mr. Gott (incorporated by reference to Exhibit 10.45 to the Issuer's
Form 10-K/A for the fiscal year ended 1998).
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this Schedule 13D is true, complete and correct.
Dated: April 18, 2000
/s/ STEPHEN P. GOTT
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Stephen P. Gott
