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): May 3, 2006
TRINITY LEARNING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Utah 000-08924 73-0981865
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4101 INTERNATIONAL PARKWAY CARROLLTON, TX 75007
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (972) 309-4000
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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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On May 3, 2006, Rich Marino resigned and terminated his employment as
President, Chief Executive Officer and as an employee of the Company. On May 9,
2006, the Company's Board of Directors appointed Dennis J. Cagan, currently
serving as a member of the Board of Directors of the Company, to serve as the
interim President and Chief Executive Officer ("CEO") until a replacement for
Mr. Marino is hired.
Since May 2005, Mr. Cagan has served as a member of the Company's Board of
Directors and is also on the Compensation Committee of the Board of Directors.
Mr. Cagan does not have any family relationship with any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer. Additionally, Mr. Cagan has never entered into a
transaction, nor is there any proposed transaction, between Mr. Cagan and the
Company. Mr. Cagan will receive a salary of $240,000 per year and a stock
option to purchase 250,000 shares of the Company's common stock (the "Options"),
such that 50% of the Options will vest immediately on the date of appointment as
interim CEO and 50% of the Options will vest six months from the date of
appointment. The exercise price is $0.16 per share.
Dennis Cagan has been in the high technology industry as an active and
successful entrepreneur for over 39 years, having founded over a dozen different
companies. He has long been regarded as an active entrepreneur within the
industry. Mr. Cagan is a nationally recognized authority on information
technology, including: Internet, software, hardware, and communications, in the
disciplines of strategy, sales, marketing, services, and distribution channels.
He has authored dozens of articles and has spoken widely at industry conferences
and to paying corporate audiences such as Microsoft.
Mr. Cagan has been an investor and professional board member (over 43
boards) for over 25 years. Since 2000, he has served as the founder, Chairman
and CEO of the Santa Barbara Technology Group, LLC, where he oversees all
activities including monitoring portfolio investments, consulting to early-stage
technology companies, and selecting new investments. Santa Barbara Technology
Group, LLC is a private investment and consulting firm engaged primarily in
working with, and investing in early-stage technology companies. The firm has
become an important connection for any high-tech start-up on the California
Central Coast.
During the past five years, Mr. Cagan has acted as a Board member on a
number of private companies and has provided management consulting services. In
five of his last six primary assignments he was already serving as a member of
each company's Board of Directors, and was subsequently asked by management or
the Board to temporarily join the management team on a full time basis. His
activities are usually focused in the areas of corporate and product strategies,
business development, sales and marketing management, product distribution and
international expansion.
In 1979, Mr. Cagan was the keynote speaker at the first COMDEX Show, in Las
Vegas. In 1976 he founded the David Jamison Carlyle Corp., one of the country's
largest distributors of computer peripherals, and took it public in 1981.
Between 1981 and 2000 he served as an investor, mentor and management
consultant. Among the companies he has been involved with have been some of the
Central Coast's best-known technology enterprises including Wavefront
Technologies (then Alias/Wavefront - NASDAQ, acquired by SGI), Software.com
(NASDAQ, merged with Phone.com, now OpenWave: OPWV), Somera Communications
(SMRA, founding investor only), Commission Junction (acquired by VLCK), and
Bargain Network (acquired by VTRU).
Mr. Cagan was previously on the board of a number of other public
technology firms including The David Jamison Carlyle Corp. (he was the founder),
ISOCOR (acquired by Critical Path: CPTH), MessageMedia, Inc. (acquired by
DoubleClick: DCLK, he was the interim CEO), Great Bear Technologies, StarPress
and Sanctuary Woods Multimedia.
Mr. Cagan's non-profit activities include: Santa Barbara County's United
Way Board of Directors, California Coast Venture Forum Executive Board (for 10
years and Gold Level Sponsor for 7 years), and South Coast Business & Technology
Awards Committee (7 years), and several other local non-profit organizations.
He is a member of UCSB's Lancaster Society, Santa Barbara City College
President's Council, Santa Barbara County's United Way CEO Club, and United
Way's Alexis de Tocqueville Society.
Mr. Cagan is 61 years old and attended the University of California at Los
Angeles where he majored in economics. He has an honorable discharge from the
USMC.
Further information about Mr. Cagan is contained in the Company's Proxy
Statement filed with the Commission on November 29, 2005, which is incorporated
herein by this reference.
Mr. Cagan will receive a salary of $240,000 per year and a stock option for
250,000 shares, 50% vesting immediately and 50% vesting in six months. The
exercise price is $0.16 per share.
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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: May 9, 2006 By: /s/ Pat Quinn
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Pat Quinn, Vice President and CFO
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