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):
September 16, 2003 (September 1, 2003)
Trinity Learning Corporation
(Exact Name of Registrant as Specified in Its Charter)
Utah
(State of Other Jurisdiction of Incorporation)
0-8924 73-0981865
(Commission File Number) (IRS Employer Identification No.)
1831 Second Street
Berkeley, California 94710
(Address of Principal Executive Offices) (Zip Code)
(510) 540-9300
(Registrant's Telephone Number, Including Zip Code)
2526 Durant Avenue
Berkeley, California 94704
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On September 1, 2003, Trinity Learning Corporation (the "Company")
completed the acquisition of all of the issued and outstanding shares
("Shares") of TouchVision, Inc., a California corporation ("TouchVision")
that is in the business of providing technology-enabled information and
learning systems to healthcare providers, financial services companies and
other industry segments. The acquisition was made pursuant to the terms of
an Amended and Restated Securities Purchase Agreement dated September 1,
2003 (the "Purchase Agreement") between the Company and each of the twelve
shareholders of TouchVision (the "TouchVision Shareholders").
In consideration for the Shares, the Company issued an aggregate of
1,250,000 restricted shares of its common stock (the "Trinity Stock"),
valued for the purposes of this transaction at $625,000, to the TouchVision
Shareholders. Of the Trinity Stock, 312,500 shares are subject to the
terms of an escrow agreement ("Escrow Agreement") as collateral for the
indemnification obligations of the TouchVision Shareholders under the
Purchase Agreement and are releasable one year following closing pursuant
to the terms of the Escrow Agreement. The Company granted "piggy-back"
registration rights to the Shareholders in respect of the Trinity Stock,
which rights are exercisable, under certain conditions, at the option of
the respective Shareholders in the event the Company files a registration
statement under the United States Securities Act of 1933.
The Company also agreed to loan to TouchVision the sum of $20,000 per
month for the twelve-month period following closing, to be used for working
capital. The advances will be made pursuant to the terms of a promissory
note ("Note") which provides, among other things, for interest to accrue on
outstanding balances at the rate of 6% and to be paid in annual
installments, commencing August 31, 2004, with all principal and interest
owing under the Note due in full on August 31, 2006. The Company had
previously loaned TouchVision the sum of $50,000 in June, 2003 by way of
bridge financing pending completion of this acquisition. This amount bears
interest at the rate of 6% and is repayable within two years.
The Company also agreed to remove or replace, by August 31, 2004, all
Shareholders from any personal guaranties in respect of TouchVision and to
indemnify such Shareholders in respect of any liabilities thereunder. In
the event the Company defaults in its obligations to either make the
monthly advances to TouchVision or to remove or replace the Shareholders
from the guaranties, and fails to cure such default, the collective
Shareholders have the option to reacquire the Shares in exchange for return
of the Trinity Stock and cancellation of the Note and any amount
outstanding due thereunder.
In connection with the acquisition of the Shares, TouchVision entered
into substantially similar employment agreements (the "Employment
Agreements") with each of Messrs. Gregory L. Roche and Larry J. Mahar, the
principal Shareholders. The agreements, which have a term of two years,
provide for annual salaries of $120,000.
Copies of the Securities Purchase Agreement, the Escrow Agreement, the
Note and the Employment Agreements are filed herewith as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by
reference. The summary of the transaction set forth above is qualified in
its entirety by reference to such exhibits.
About TouchVision
-----------------
TouchVision is a California-based provider of technology-enabled
information and learning systems to healthcare providers, financial
services companies and other industry segments. TouchVision specializes in
software systems that provide end-users convenient self-service access to
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information, transactions, and educational content through a variety of
interactive devices such as touch-screens, kiosks, computers, PDAs, and
other digital communication devices. TouchVision's products are web-enabled
and can be deployed through various broadband and wireless networks.
TouchVision believes it has demonstrated an ability over the past
eight years to deliver solutions to leading companies in healthcare,
financial services, education, and retail, as well as other customers with
the need to provide easy access to vital, real time information and
services. TouchVision serves what it believes is a large and growing market
in the United States and around the world for products and services that
make information and content easily accessible.
Through its VisMed brand, TouchVision deliver solutions that are
tailored to the unique needs of the healthcare sector, and by way of its
acquisition by the Company, will seek to pursue similar opportunities for
product offerings that focus on other vertical sectors, industries and
geographic markets.
As part of its strategy to position itself as a key participant in
reducing barriers to learning on a global basis, the Company, through its
acquisition of TouchVision, will seek to expand its technological
capabilities for linking end-users to the information and educational
content they require through a variety of digital interactive devices.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not filed
herewith but shall be filed by an amendment to this Current Report on
Form 8-K not later than 60 days after the date this report was
required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not
filed herewith but shall be filed by an amendment to this Current
Report on Form 8-K not later than 60 days after the date this report
was required to be filed.
(c) Exhibits
10.1 Securities Purchase Agreement date September 1, 2003 by and
among Trinity Learning Corporation and the Shareholders
10.2 Escrow Agreement dated September 1, 2003 by and among
Trinity Learning Corporation, Greg Roche, Larry Mahar and
Heritage Bank of Commerce
10.3 Promissory Note dated September 1, 2003 from TouchVision,
Inc. to Trinity Learning Corporation
10.4 Employment Agreement dated September 1, 2003 between
TouchVision and Gregory L. Roche
10.5 Employment Agreement dated September 1, 2003 between
TouchVision and Larry J. Mahar
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SIGNATURES
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.
TRINITY LEARNING CORPORATION
Date: September 16, 2003 By: /s/ Douglas Cole
-----------------------------------
Douglas Cole,
Chief Executive Officer
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