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):
February 2, 2005 (January 31, 2005)
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)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2005, Trinity Learning Corporation (the "Company") and
Laurus Master Fund, Ltd. ("Laurus") executed an amending agreement ("Amending
Agreement") which (i) amended certain terms of a Secured Convertible Promissory
Note ("Note") issued by the Company to Laurus and dated August 31, 2004, which
Note was issued pursuant to that certain Securities Purchase Agreement dated
August 31, 2004 between the Company and Laurus, and (ii) set forth certain other
terms concerning the transactions contemplated by the Securities Purchase
Agreement. The Amending Agreement provides that the conversion price under the
Note will be changed to $0.45 from $0.72 for the first $250,000 aggregate
principal amount of the Note converted into shares of the Company's common stock
on or after January 31, 2005, and the Company has agreed to register the
additional shares of its common stock that will be issuable as a result of this
change in conversion price.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibit is furnished with this Current Report on Form
8-K:
Exhibit
Number Description
------ -----------
10.1 Amending Agreement dated January 31, 2005
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: February 2, 2005 By: /s/ Douglas Cole
Douglas Cole, Chief Executive Officer
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