LEARN2 Com Inc – ‘8-K’ for 8/1/01

On:  Tuesday, 8/7/01, at 5:02pm ET   ·   For:  8/1/01   ·   Accession #:  912057-1-526887   ·   File #:  0-24936

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     16K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      8K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): August 1, 2001

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

============================   ========================   ======================
  DELAWARE                      0-24936                   75-2480669
(State or other jurisdiction   (Commission File Number)       (IRS Employer     
     of incorporation)                                    Identification Number)
============================   ========================   ======================

1311 MAMARONECK AVENUE, SUITE 210, 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.)

8-K
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ITEM 5. OTHER EVENTS.                                                           

For the quarter ended June 30, 2001, Learn2.com, Inc.'s (the "Company")         
revenues were $4.3 million and its net loss was $2.8 million.                   

On August 1, 2001, the Company received notification from the Nasdaq Listing    
Qualifications Panel that the panel had determined to delist the Company's      
common stock from quotation on the Nasdaq National Market effective with the    
opening of business on August 2, 2001, due to the Company's failure to meet     
the minimum per share bid price required for continued listing. Effective       
with the opening of business, August 2, 2001, the Company's common stock        
began trading on the OTC Bulletin Board. The Company issued a press release     
on August 2, 2001 announcing the delisting. A copy of the Company's press       
release is attached hereto as Exhibit 99.1.                                     

The delisting of the Company's common stock from the Nasdaq National Market     
is an event of default under the Company's $10 million convertible debenture.   
The holder of the convertible debenture agreed to waive its rights under the    
convertible debenture until the earlier of the termination of the merger        
agreement between the Company and E-Stamp Corporation ("E-Stamp"), September    
30, 2001 and an event of default under a $2 million convertible promissory      
note issued to E-Stamp by the Company in exchange for a $2 million loan. If     
the merger is not completed and the Company is unable to obtain an additional   
waiver from the holder of the convertible debenture, the Company may not have   
the resources to repay its obligations under the convertible debenture or the   
convertible promissory note. As a result of the event of default under the      
convertible debenture, Learn2's auditors have revised their opinion regarding   
the Company's financial statements for the fiscal year ended December 31,       
2000 and expressed substantial doubt as to Learn2's ability to continue as a    
going concern.                                                                  

The delisting may also impact adversely the liquidity of the Company's          
securities, not only in the number of shares which can be bought or sold, but   
also through delays in the timing of transactions and reductions in potential   
security analysts and media coverage. This may reduce the demand for the        
Company's common stock and the trading price of the Company's securities. The   
delisting may greatly impair the Company's ability to raise additional working  
capital.                                                                        

As a consequence of the delisting, the Company's common stock is subject to     
regulation as a "penny stock." The Securities and Exchange Commission (the      
"SEC") has adopted regulations which generally define "penny stock" to be any   
equity security that has a market price or exercise price less than $5.00 per   
share, subject to certain exceptions, including listing on the Nasdaq National  
Market or the Nasdaq SmallCap Market. For transactions covered by these rules,  
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the   
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the        
transaction, of a risk disclosure document mandated by the SEC relating to the  
penny stock market. The broker-dealer is also subject to additional sales       
practice requirements. Consequently, the penny stock rules may restrict the     
ability of broker-dealers to sell the Company's securities and may affect the   
ability of holders to sell these securities in the secondary market and the     
price at which such holders can sell such securities.                           

8-K
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.                                      

(C)  Exhibits                                                         

99.1 Press release of the Company dated August 2, 2001.               

8-K
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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
                                         ---------------------------------------
                      Name:  Marc E. Landy
                                        Title: Executive Vice President, Chief
                                               Financial Officer and Secretary

Date: August 7, 2001                                                            

8-K
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 INDEX TO EXHIBITS

EXHIBIT NO.           DESCRIPTION                                               

99.1     Press release of the Company dated August 2, 2001                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/30/01		2
Filed on:		8/7/01		4
		8/2/01		2		5
For Period End:		8/1/01		1		2
		6/30/01		2					10-Q,  NT 10-Q
		12/31/00		2					10-K,  10-K/A,  NT 10-K
									List all Filings