8-K 1 c81146e8vk.txt CURRENT REPORT UNITED STATES 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): November 17, 2003 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 No.) 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 ------------------------------ ITEM 1. CHANGE IN CONTROL OF REGISTRANT. On November 17, 2003, Lightspan, Inc. (the "Company") and PLATO Learning, Inc. ("PLATO"), consummated its previously announced merger of a wholly owned subsidiary of PLATO with and into the Company. The Company will continue as a wholly owned subsidiary of PLATO after the merger. The merger resulted in the change in control of the Company. Pursuant to the merger, each issued and outstanding share of common stock of the Company ceased to be outstanding and was automatically converted into the right to receive 1.33 shares of common stock of PLATO. As a result of the merger, as of the close of business on November 17, 2003, the Company's shares will no longer be traded on the Nasdaq National Stock Market or any other securities exchange. ITEM 7. EXHIBITS. 2.1 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 (Incorporated by reference to Exhibit 99.1 to the Company's Report on Form 8-K filed September 10, 2003). 1 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: November 17, 2003 By: /s/ Gregory J. Melsen ------------------------------------ Gregory J. Melsen Chief Financial Officer, Secretary and Treasurer 2 INDEX TO EXHIBITS 2.1 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 (Incorporated by reference to Exhibit 99.1 to the Company's Report on Form 8-K filed September 10, 2003). 3

UNITED STATES 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): November 17, 2003

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 No.)

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.
	Item 7. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 5. Other Events.

On November 17, 2003, Lightspan, Inc. (the “Company”) and PLATO Learning, Inc. (“PLATO”), issued a press release announcing that each of their respective stockholders voted to approve the merger of a wholly owned subsidiary of PLATO with and into the Company. The Company will continue as a wholly owned subsidiary of PLATO after the merger. In the merger, each share of the Company’s common stock will be exchanged for 1.33 shares of PLATO’s common stock.

As a result of the merger, the Company’s shares will no longer be traded on the Nasdaq National Stock Market or any other securities exchange.

Item 7. Exhibits.

99.1 Press Release, dated as of November 17, 2003 announcing the approval of the merger between a wholly owned subsidiary of PLATO Learning, Inc. with and into Lightspan, Inc.

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: November 17, 2003	By:	/s/ Michael A. Sicuro
		Michael A. Sicuro
		Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

99.1 Press Release, dated as of November 17, 2003 announcing the approval of the merger between a wholly owned subsidiary of PLATO Learning, Inc. with and into Lightspan, Inc.

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