~~SECURITIES~~SECURITES 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: ~~August~~September 229, 2003 (Date of earliest event reported)

Lightspan, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)


000-29347		33-0585210
(Commission File No.)		(IRS Employer Identification Number)

10140 Campus Point Drive
San Diego, California 92121
(Address of principal executive offices and zip code)

Registrant’s telephone number including area code: (858) 824-8000

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure.
	Item 5. Other Events.
	Item 7. Exhibits.
Signature
EXHIBIT 3.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6
EXHIBIT 99.7

Item 5. Other Events ~~and Required FD Disclosure~~.

On ~~August~~ September 229, 2003, ~~Lightspan~~PLATO Learning, Inc., ~~issued~~a Delaware corporation (“PLATO”), LSPN Merger Corp., a ~~press~~Delaware ~~release~~corporation ~~announcing~~and ~~that~~wholly-owned subsidiary of PLATO ~~its~~(“Merger ~~stockholders~~Sub”), ~~approved~~and ~~all~~Lightspan, ~~balloted~~Inc., ~~measures~~a atDelaware ~~its~~corporation ~~Annual~~(“Lightspan”), entered ~~Meeting~~into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant ~~Stockholders~~to bythe anMerger ~~overwhelming~~Agreement, ~~majority~~Merger Sub will merge with and into Lightspan, with Lightspan surviving as a wholly-owned subsidiary of PLATO (the “Merger”). The completion ~~press~~of ~~release~~the Merger is ~~filed~~subject ~~with~~to ~~this~~several ~~Form~~conditions, including (i) ~~8-K~~the approval asof ~~Exhibit~~the Merger by holders of a majority of the outstanding shares of common stock of Lightspan, and (ii) 99the approval of the issuance of the PLATO shares of common stock in the Merger by holders of a majority of the outstanding shares of common stock of PLATO present or represented by proxy at the stockholders meeting held to vote for such approval.1 As a requirement of the Merger Agreement, John T. Kernan, Lightspan founder and Chief Executive Officer, entered into a two year consulting and non-competition agreement, and a lock-up agreement pursuant to which he agreed not to trade any shares of PLATO stock for 180 days following the closing of the Merger.

~~Stockholders~~Also ~~re-elected~~on ~~directors~~September 9, ~~Elizabeth~~2003, R.in ~~Coppinger~~connection ~~and~~with ~~Barry~~the J.Merger Agreement, ~~Schiffman~~Lightspan entered into a voting agreement with an officer of PLATO (the “PLATO Stockholder”), and ~~elected~~PLATO Drentered into a voting agreement with certain officers of Lightspan (the “Lightspan Stockholders”). ~~Lois~~ ~~Harrison-Jones~~The asPLATO Stockholder ~~its~~beneficially ~~newest~~owns ~~member~~approximately .27% of the outstanding ~~Board~~shares of PLATO’s common stock, and the Lightspan Stockholders, collectively, beneficially own approximately 6.04% of ~~Directors~~the outstanding shares of Lightspan’s stock. ~~The~~Beneficial ~~stockholders~~ownership ~~also~~is ~~ratified~~determined under the ~~re-appointment~~securities laws and not all of ~~Ernst~~the &beneficially ~~Young~~owned ~~LLP~~shares asof Lightspan may be eligible to vote on the ~~independent~~Merger. ~~auditors~~Pursuant to the respective voting agreements the PLATO Stockholder has agreed to vote in favor of the ~~Company~~issuance ~~for~~of the ~~current~~shares ~~fiscal~~of PLATO ~~year~~common ~~ending~~stock in the Merger and each of the Lightspan Stockholders has ~~January 31,~~agreed ~~2004~~to vote in favor of the adoption of the Merger Agreement.

~~Stockholders~~In connection ~~also~~with ~~voted in favor of a reverse split of~~ the ~~Company’s Common~~Merger ~~Stock. On August 22~~Agreement, ~~2003,~~ the ~~Board of Directors authorized the~~ Company toentered ~~effect the~~into ~~reverse~~a ~~split whereby each outstanding 10 shares would be combined,~~First ~~converted~~Amendment, ~~and~~dated ~~changed~~as ~~into one share~~ of ~~Common Stock. The split became effective at 5:00 P.M. EDT on Monday, August~~September 259, 2003. ~~The Company’s trading symbol on~~ (the ~~NASDAQ will temporarily be~~ “~~LSPND~~Amendment” ~~for 20 trading days~~), ~~then~~ ~~revert back~~ to ~~“LSPN.”~~the ~~Computershare~~Rights Agreement, ~~Trust~~dated ~~Company~~as of ~~New~~February 14, ~~York~~2002 ~~will~~between be the Company’s ~~exchange~~and ~~agent~~Computershare Investors ~~for~~Services, ~~the~~L.L.C., ~~reverse~~as ~~split~~Rights Agent.

~~The~~2 ~~reverse stock split will reduce the number of shares of issued and~~ ~~outstanding common stock from approximately 47.7 million to~~ ~~approximately 4.7 million. The par value of the common stock will remain at $0.001 per share and the number of authorized shares of common stock will remain at 250 million.~~

To effectTable the reverse stock split, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on August 25, 2003, a copy of which is attached hereto as Exhibit 3.1. Contents

The foregoing description of Merger, the Merger Agreement, the consulting agreement, the lock-up agreement, the voting agreements and the Amendment is qualified in its entirety by reference to the Merger Agreement, the consulting agreement, the lock-up agreement, the voting agreements, the joint press release dated September 9, 2003 issued by PLATO and Lightspan, and the Amendment attached hereto as Exhibits 99.1 through 99.7, respectively, and incorporated herein by reference.

Item 7. Exhibits.

3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Lightspan, Inc., as amended.


99.1		Agreement and Plan of Merger, dated as of September 9, 2003, by and among PLATO Learning, Inc., a Delaware corporation, LSPN Merger Corp., a Delaware corporation, and Lightspan, Inc., a Delaware corporation.
99.2		Form of Consulting Agreement, dated September 9, 2003 by and between John T. Kernan and PLATO Learning, Inc., a Delaware corporation.
99.3		Form of Lock-up Agreement, dated September 9, 2003, by and between John T. Kernan and PLATO Learning, Inc., a Delaware corporation.
99.4		Form of Voting Agreement, dated as of September 9, 2003, by and between Lightspan, Inc., a Delaware corporation, and an officer of PLATO Learning, Inc., a Delaware corporation.
99.5		Form of Voting Agreement, dated as of September 9, 2003, by and between PLATO Learning, Inc., a Delaware corporation, and certain officers of Lightspan, Inc., a Delaware corporation.
99.6		Joint Press Release, dated September 9, 2003.
99.7		First Amendment, dated September 9, 2003, to the Rights Agreement, dated as of February 12, 2002, between Lightspan, Inc., a Delaware corporation, and Computershare Investors Services, L.L.C.

99.1 Press Release, dated as of August 25, 2003.

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, thereunto duly authorized.

	Lightspan, Inc.
Dated: August 25, 2003	By:	/s/ Michael A. Sicuro
Dated: September 9, 2003	By:	/s/ Michael A. Sicuro
		Michael A. Sicuro Chief Financial Officer, Secretary and Treasurer
		Michael A. Sicuro
		Chief Financial Officer, Secretary and Treasurer

Table of Contents

Table of Contents

To effectTable the reverse stock split, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on August 25, 2003, a copy of which is attached hereto as Exhibit 3.1. Contents

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