Rules 424(b)(3) and 424(c)
SEC File No. 333-118196
Prospectus Supplement No. 1
to
Prospectus Dated January 14, 2005
TRINITY LEARNING CORPORATION
We are supplementing our prospectus dated January 14, 2005 relating to the
resale by certain selling stockholders of up to 36,572,997 shares of common
stock (the "Prospectus"), to provide information contained in our current
reports on Form 8-K dated January 14, 2005, January 25, 2005 and February 2,
2005, copies of which are attached hereto (without exhibits) and incorporated
herein by reference. We incorporate by reference the exhibits referenced in Item
9.01 of our Current Reports on Form 8-K dated January 25, 2005 and February 2,
2005. In addition, Theodore H. Swindells, a selling security holder under the
Prospectus, has advised us that he disclaims beneficial ownership of 500,000
shares included in the Prospectus, thereby reducing from 15.63% to approximately
14.10% his percentage ownership of our outstanding shares of common stock.
You should read this supplement in conjunction with the Prospectus, which
is required to be delivered with this supplement. This supplement is qualified
by reference to the Prospectus, except to the extent the information in this
supplement updates or supersedes the information contained in the Prospectus.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR A DISCUSSION FOR THE RISKS
ASSOCIATED WITH OUR BUSINESS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus Supplement No. 1 is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this Prospectus Supplement is February 2, 2005.
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):
January 14, 2005 (January 7, 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 3.02 Unregistered Sales of Equity Securities
On January 7, 2005, we closed an offering of convertible notes ("Notes") in the
aggregate principal amount of $1,552,500. The Notes mature in twelve months and
accrue interest at a rate of 9% per annum. The principal amount of the Notes and
accrued interest thereon are convertible into shares of our common stock at any
time prior to the due date of the notes, at a conversion price of $0.73 per
share. In connection with the issuance of the Notes, we also issued three-year
warrants to purchase an aggregate of 2,126,712 shares of our common stock at an
exercise price of $1.50 per share.
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: January 14, 2005 By: /s/ Edward P. Mooney
-------------------------------
Edward P. Mooney, President
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):
January 25, 2005 (January 21, 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 21, 2005, Christine R. Larson, the Chief Financial Officer for
Trinity Learning Corporation (the "Company"), tendered her resignation as an
employee of the Company. In connection therewith, the Company entered into a
Severance Agreement with Ms. Larson, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by this reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As described in Item 1.01, on January 21, 2005, Christine R. Larson
resigned and terminated her employment as Chief Financial Officer and an
employee of the Company. The Company is actively seeking a replacement for Ms.
Larson, and the Company's Board of Directors has appointed Edward P. Mooney,
currently serving as President of the Company, to serve in the capacity as
acting Chief Financial Officer until a replacement for Ms. Larson is hired.
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 Severance Agreement dated January 21, 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: January 25, 2005 By: /s/ Douglas Cole
Douglas Cole, Chief Executive Officer
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