LEARN2 Com Inc – ‘8-K’ for 4/9/98

As of:  Wednesday, 7/15/98   ·   For:  4/9/98   ·   Accession #:  930661-98-1542   ·   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                                         4     11K 
 2: EX-99.1     Unaudited Pro Forma Condensed Balance Sheet            3     10K 

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): July 9, 1998.  

7TH LEVEL, INC. 
(Exact name of registrant as specified in its charter)  

Commission file number 0-24936  

DELAWARE                                  75-2480669
       (State of incorporation)             (I.R.S. Employer Identification No.)

1110 EAST COLLINS BOULEVARD                                       
SUITE 122                                         
RICHARDSON, TEXAS                               75081     
(Address of principal executive offices)                (Zip Code)            

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 498-8100  

NOT APPLICABLE  
(Former name or former address, if changed since last report.)  

8-K
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Item 5.  Other Events.                                                          

On July 9, 1998, the stockholders of the Registrant voted to approve an 
amendment to the Certificate of Incorporation to (i) increase the number of the 
Registrant's authorized shares of common stock, par value $.01 per share, from  
20,000,000 to 100,000,000 and (ii) amend the terms of the Registrant's "blank   
check" preferred stock to provide that the Board of Directors of the Registrant 
may designate shares of preferred stock with voting rights other than one vote  
per share (the "Amendment").  The Amendment was filed with the Secretary of     
State of the State of Delaware on July 10, 1998.  As required by the terms of   
the $10,000,000 private placement announced in April, 1998, all of the issued   
and outstanding shares of the Registrant's Series A Preferred Stock             
automatically converted to Series B Convertible Preferred Stock ("Convertible   
Preferred Stock"). Additionally, in accordance with the terms of the            
financing, the purchasers of the Registrant's Senior Secured Promissory Notes   
(the "Notes") issued in May, 1998 exchanged all of the Notes beneficially owned 
by them for shares of Convertible Preferred Stock and warrants. Based on the    
foregoing, the Registrant has attached hereto a condensed pro forma balance     
sheet as of May 31, 1998 reflecting the financing. The Unaudited Pro Forma      
Condensed Balance Sheet of 7th Level, Inc. as of May 31, 1998 is attached hereto
as Exhibit 99.1 and incorporated by reference herein.                           

Item 7.  Financial Statements and Exhibits.                                     

(c)  Exhibits.                                                
--------                                            

          99.1 Unaudited Pro Forma Condensed Balance Sheet of 7th Level,
Inc. as of May 31, 1998.                            

8-K
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SIGNATURES  
----------  

 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.                                    

                       7TH LEVEL, INC.
                    (Registrant)

Date: July 14, 1998                                                             
                              /s/ RICHARD S. MERRICK
                              ----------------------
                          Richard S. Merrick
                                            Chief Executive Officer and Director

8-K
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Index to Exhibits                                                               

99.1  Unaudited Pro Forma Condensed Balance Sheet of 7th Level, Inc. as of May  
31, 1998.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/15/98
		7/14/98		3
		7/10/98		2
		7/9/98		1		2			DEF 14A,  PRE 14A
		5/31/98		2		4
For Period End:		4/9/98
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