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.)
2526 Durant Avenue
Berkeley, California 94704
(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)
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 (the
"RMT Shares") of River Murray Training Pty Ltd ("RMT") an Australian
company that is in the business of providing workplace training programs
for various segments of the food production industry, including viticulture
and horticulture. The acquisition was made pursuant to the terms of a
Securities Purchase Agreement dated August 12, 2003 (the "Securities
Purchase Agreement") between the Company and each of Barbara McPherson and
Ildi Hayman, the shareholders of RMT (the "RMT Shareholders").
In consideration for the RMT Shares, the Company issued 700,000
restricted shares of its common stock, valued for the purposes of this
transaction at $350,000, to the RMT Shareholders. Of these shares, 350,000
are subject to the terms of an escrow agreement ("Escrow Agreement") as
collateral for the indemnification obligations of the RMT Shareholders
under the Securities Purchase Agreement. The Company also loaned
AUS$75,000 (approximately US$49,000) to RMT for the purpose of repaying
outstanding loans advanced to RMT by the RMT Shareholders.
Copies of the Securities Purchase Agreement and the Escrow Agreement
are filed herewith as Exhibits 10.1 and 10.2, 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 RMT
---------
RMT is an Australian training firm specializing in workplace learning
programs for viticulture, horticulture and other segments in the food
production industry. RMT's business strategy is to empower client
companies to develop and manage their own sustainable in-house training
systems with a "one stop shop" approach to meeting training needs. RMT is
a Registered Training Organization (RTO) in Australia, and has developed a
wide scope of nationally accredited qualifications as well as specially
designed short courses to meet customers' specific training needs.
RMT is based in South Australia, in Australia's primary wine
production region and one of its primary regions for agricultural products.
RMT has provided workplace learning services to some of Australia's leading
wine exporters, and believes that its business model and learning
methodologies may be applied to multiple industry areas where demand for
workplace learning is driven by certifiable compliance, such as safety
(aviation, drilling, chemicals, construction; transport), Quality (food
products and processing, precision manufacturing), and Governance and
Accountability (public services and administration, finance, healthcare).
RMT operates field offices in several cities in South Australia, and
has recently commenced sales initiatives in California, targeted at the
United States viticulture industry. As part of the Company, RMT will seek
to expand their market penetration in Australia, and to pursue
opportunities in new international markets including the United States.
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.
2
(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 August 12, 2003 by and
among Trinity Learning Corporation and Barbara McPherson and
Ildi Hayman
10.2 Escrow Agreement dated August 12, 2003 by and among Trinity
Learning Corporation, Barbara McPherson, Ildi Hayman and
Heritage Bank of Commerce
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
3