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): ~~October~~ 20January 12, ~~2003~~2004

DOCENT, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

0-31537

77-0460705

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2444 CHARLESTON ROAD

MOUNTAIN VIEW, CALIFORNIA 94043

(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: (650) 934-9500

N/A

(Former name or former address, if changed since last report)

Item 57. ~~Other~~Financial ~~Events~~Statements, Pro Forma and Exhibits.

~~On October 20, 2003, Docent, Inc., a Delaware corporation~~ (~~“Docent”~~c), ~~and~~Exhibits Click2learn, Inc., a Delaware corporation (“Click2learn”), issued a joint press release announcing the execution of an Agreement and Plan of Reorganization, dated as of October 20, 2003 (the “Merger Agreement”), by and among Docent, Click2learn, Hockey Merger Corporation, a Delaware corporation (“Newco”), Devil Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Newco (“Docent Merger Sub”) and Canuck Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Newco (“Click2learn Merger Sub”). In accordance with the Merger Agreement, Docent Merger Sub will merge with and into Docent and each issued and outstanding share of Docent common stock will be exchanged for 0.9525 shares of Newco common stock (the “Docent Exchange Ratio”), and Click2learn Merger Sub will merge with and into Click2learn and each issued and outstanding share of Click2learn common stock will be exchanged for 0.4144 shares of Newco common stock (the “Click2learn Exchange Ratio”). In addition, (i) each outstanding option and warrant to purchase shares of Docent common stock will be assumed by Newco and will thereafter represent the right to purchase a number of shares of Newco common stock based on the Docent Exchange Ratio, and the exercise price per share will be adjusted accordingly, and (ii) each outstanding option and warrant to purchase Click2learn common stock will be assumed by Newco and will thereafter represent the right to purchase a number of shares of Newco common stock based on the Click2learn Exchange Ratio, and the exercise price per share will be adjusted accordingly. The separate corporate existences of Docent Merger Sub and Click2learn Merger Sub will thereupon cease and Docent and Click2learn will each continue as wholly-owned subsidiaries of Newco.

The consummation of the merger is subject to the approval of the stockholders of Docent and Click2learn and other customary closing conditions. The merger is intended to be a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”) and/or qualify as a tax-free exchange under Section 351 of the Code, and is expected to be treated as a purchase for financial accounting purposes, in accordance with generally accepted accounting principles.

Exhibit No.		Description

99.1		Text of press release of Docent, Inc. dated January 12, 2004 (solely furnished and not filed herewith, pursuant to Item 12).

InItem ~~connection with the Merger Agreement, certain Docent stockholders, including executive officers and members of the board of directors of Docent, having beneficial ownership of approximately 6~~12.~~84%~~ ofResults ~~the outstanding Docent stock as~~ of ~~October~~Operations 15, 2003 entered into voting agreements with Click2learn in which, among other things, each stockholder agreed, until the earlier of the consummation of the merger or the termination of the Merger Agreement, to vote its shares of Docent Common Stock (i) in favor of the adoption of the Merger Agreement and ~~approval~~Financial of the merger, (ii) against the approval of any proposal that would result in a breach by Docent of the Merger Agreement, and (iii) against any proposal made in opposition to, or in competition with, consummation of the merger and the other transactions contemplated by the Merger AgreementCondition. Certain Click2learn stockholders, including executive officers and members of the board of directors of Click2learn, having beneficial ownership of approximately 7.13% of the outstanding stock of Click2learn as of October 15, 2003 entered into a reciprocal voting agreement with Docent.

~~The~~On ~~foregoing~~January ~~description~~12, of2004, ~~the~~Docent, ~~Merger~~Inc. ~~Agreement~~announced ~~and~~preliminary ~~voting agreements~~fourth ~~does~~quarter ~~not~~2003 ~~purport~~financial toresults. beDocent, ~~complete~~Inc. ~~and~~issued isa ~~qualified~~press inrelease ~~its~~announcing ~~entirety~~such financial byresults ~~the~~on ~~terms~~January ~~and~~12, ~~conditions~~2004. The full text of the ~~Merger~~press ~~Agreement~~release ~~and~~is ~~voting~~furnished ~~agreements~~(not filed) as Exhibit 99.1 ~~Copies~~hereto. ofThe ~~the~~information ~~Merger~~in ~~Agreement,~~Exhibit ~~the~~99.1 ~~form~~attached ofhereto ~~the~~shall ~~Docent~~not ~~voting~~be ~~agreement,~~deemed ~~the~~“filed” ~~form~~for purposes of ~~the Click2learn~~Section ~~voting~~18 ~~agreement,~~of ~~and~~ the Securities ~~joint~~Exchange ~~press~~Act ~~release~~of ~~issued~~1934, byas ~~Docent~~amended, ~~and~~nor ~~Click2learn~~shall onit ~~October~~be ~~20,~~deemed ~~2003,~~incorporated ~~are~~by ~~attached~~reference ~~hereto~~in asany ~~exhibits~~filing ~~and~~under ~~are~~the ~~each~~Securities ~~incorporated~~Act ~~herein~~of by1933, ~~reference~~as amended.

The press release furnished as an exhibit to this report includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are “forward-looking” 2rather than “historic.” Docent, Inc. disclaims any obligation to update forward-looking statements contained in the press release. The press release also states that a more thorough discussion of certain factors which may affect Docent’s operating results is included in Docent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Form 10-Q for the quarter ended September 30, 2003 and other filings made with the Securities and Exchange Commission which are on file with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s website (http://www.sec.gov).

~~Item~~2 ~~7. Financial Statements and Exhibits~~

~~(c)~~Signature ~~EXHIBITS.~~

2.1		Agreement and Plan of Reorganization dated as of October 20, 2003, by and among Docent, Inc., Click2learn, Inc., Hockey Merger Corporation, Devil Acquisition Corporation and Canuck Acquisition Corporation. (Schedules and exhibits have been omitted pursuant to Item 601(b) of Regulation S-K. Docent hereby undertakes to furnish supplementally any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.)
99.1		Form of Docent, Inc. Voting Agreement.
99.2		Form of Click2learn, Inc. Voting Agreement.
99.3		Joint press release issued by Docent, Inc. and Click2learn, Inc. dated October 20, 2003.

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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.

~~Date:~~Dated ~~October~~as 20of January 12, ~~2003~~ 2004

~~Docent~~DOCENT, ~~Inc~~INC. By: /s/ NEIL J. LAIRD ~~Name:~~ Neil J. Laird ~~Title:~~ Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization dated as of October 20, 2003, by and among Docent, Inc., Click2learn, Inc., Hockey Merger Corporation, Devil Acquisition Corporation and Canuck Acquisition Corporation. (Schedules and exhibits have been omitted pursuant to Item 601(b) of Regulation S-K. Docent hereby undertakes to furnish supplementally any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.)
99.1		Text of press release of Docent, Inc. dated January 12, 2004 (solely furnished and not filed herewith, pursuant to Item 12).
99.1		Form of Docent, Inc. Voting Agreement.
99.2		Form of Click2learn, Inc. Voting Agreement.
99.3		Joint press release issued by Docent, Inc. and Click2learn, Inc. dated October 20, 2003.

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