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LEARN2 Com Inc – ‘8-K’ for 12/9/97

As of:  Tuesday, 12/9/97   ·   For:  12/9/97   ·   Accession #:  930661-97-2812   ·   File #:  0-24936

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/09/97  LEARN2 Com Inc                    8-K:5      12/09/97    2:16K                                    Donnelley RR & So… Co/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4      9K 
 2: EX-99.1     Press Release                                          4     18K 


8-K   —   Current Report
Document Table of Contents

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11st Page   -   Filing Submission
2Item 5. Other Events
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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 Act of 1934 Date of Report (Date of earliest event reported) December 9,1997. 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
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ITEM 5. OTHER EVENTS On November 17, 1997, 7th Level, Inc. (the "Company") announced an agreement to merge with privately held Pulse Entertainment, Inc. ("Pulse"). The two companies would merge their management and operating structures to form a strategic and technology focus on Internet and other online applications with packaged tools, custom technology and new media solutions. Under terms of the merger, shareholders of Pulse would receive 60% of the outstanding shares of the new entity and shareholders of 7th Level would receive 40% of the shares of the new company. The foregoing percentages do not take into account any securities issued in connection with the Company's contemplated financing described below. 7th Level intends to issue warrants to its shareholders to acquire 10% of the capital stock of the Company exercisable at an exercise price based on a market valuation of $110 million. 7th Level currently has approximately 13.7 million shares outstanding. The merger is subject to certain conditions including the approval by a majority of the Company's and Pulse's shareholders, receipt by the Company of a fairness opinion and the Company raising approximately $15 million in private securities. The press release announcing the merger is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. 7TH LEVEL, INC. Date: December 9, 1997 /s/ David W. Craig ------------------------------- David W. Craig Chief Financial Officer
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Index to Exhibits 99.1 Press Release concerning the merger of 7th Level, Inc. with Pulse Entertainment, Inc.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on / For Period End:12/9/973None on these Dates
11/17/972
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Filing Submission 0000930661-97-002812   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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