SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
EDT Learning, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
26841E 10 7
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(CUSIP Number)
Russell Cleveland
8080 N. Central Expressway
Suite 210, LB-50
Dallas, TX 75206
214-891-8294
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13 - 28, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Page 1 of 9 Pages)
CUSIP No. 26841E 10 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
1,048,266
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,048,266
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,266
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26841E 10 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance US Growth and Income Trust PLC None - Foreign
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
NUMBER OF
1,100,001
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,100,001
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,001
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26841E 10 13D Page 4 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BFS US Special Opportunities Trust PLC None - Foreign
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
NUMBER OF
1,299,999
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,299,999
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,999
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.59%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.2684E 10 7 13D Page 5 of 9 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock ("Common Shares") of EDT
Learning, Inc. (the "Company" or "EDT Learning"). The principal executive
offices of the Company are located at 2999 North 44th Street, Suite 650,
Phoenix, Arizona 85018.
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Item 2. Identity and Background.
(a) This Statement is filed by Renaissance Capital Growth & Income Fund
III, Inc. ("Renaissance III"), Renaissance US Growth & Income Trust PLC
("Renaissance PLC"); and BFS US Special Opportunities Trust PLC ("BFS US")
(collectively the "Reporting Persons").
Renaissance Capital Group, Inc., a Dallas, Texas, firm that is registered
as an Investment Adviser under the Investment Adviser Act of 1940, is the
Investment Adviser for Renaissance III, the Investment Manager for Renaissance
PLC, and the Investment Adviser for BFS US.
Certain information concerning the directors and executive officers of the
Reporting Persons is set forth on Attachment 1 attached hereto and incorporated
herein by reference.
(b) Renaissance III is a business development company regulated under the
Investment Company Act of 1940, as amended, and organized under the laws of the
State of Texas, with its principal business and principal office at 8080 N.
Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857.
Renaissance PLC is an investment trust organized under the laws of England
and Wales. Its address in the United States is c/o Renaissance Capital Group,
Inc., Investment Manager, 8080 N. Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857.
BFS US is an investment trust organized under the laws of England and
Wales. Its address in the United States is c/o Renaissance Capital Group, Inc.,
Investment Adviser, 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas
75206-1857.
The business addresses of the directors and executive officers of the
Reporting Persons are set forth on Attachment 1 to this Statement and
incorporated herein by reference.
(c) Renaissance III and Renaissance PLC are engaged in the business of
investing principally in emerging or undervalued U.S. public companies. BFS US
was organized to carry on the business of an investment trust company and to
undertake all kinds of trust and agency business, including but not limited to
investing in emerging or undervalued U.S. public companies.
(d) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, has been convicted
in a criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
CUSIP No. 22 527P 10 2 13D Page 6 of 9 Pages
(e) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All persons named on Attachment 1 to this Statement are citizens of the
United States or the United Kingdom. All of the directors and executive officers
of Renaissance III are citizens of the United States. All of the directors of
Renaissance PLC and BFS US are citizens of the United Kingdom, except for
Russell Cleveland and C. A. Rundell, Jr., who are citizens of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by Renaissance III to acquire the
securities reported in Item 5(a) was $527,033. The source of such funds was
capital of Renaissance III.
The total amount of funds required by Renaissance PLC to acquire the
securities reported in Item 5(a) was $561,811. The source of such funds was
capital of Renaissance PLC.
The total amount of funds required by BFS US to acquire the securities
reported in Item 5(a) was $768,810. The source of such funds was capital of BFS
US.
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Item 4. Purpose of Transaction.
The Reporting Persons each acquired beneficial ownership of the Common
Stock reported in Item 5(a) both in the ordinary course of business for
investment purposes.
None of the Reporting Persons has any present plans or proposals which
relate to or would result in any transaction, change, or event specified in
clauses (a) through (j) of Item 4 of the Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) Under SEC rules and as of the date of this filing, Renaissance III
beneficially owns 1,048,266 Common Shares, Renaissance PLC beneficially owns
1,100,001 Common Shares, and BFS US beneficially owns 1,299,999 Common Shares.
The Reporting Persons beneficially own 3,448,266 Common Shares computed on a
fully converted basis.
Based upon information filed with the Securities and Exchange Commission,
the Common Shares beneficially owned by Renaissance III, Renaissance PLC, BFS US
and together represent approximately 6.93%, 7.27%, 8.59% and 20.13%,
respectively, of the outstanding Common Stock of the Company. The foregoing
percentages are calculated based on the 14,137,096 shares of the Company's
Common Stock outstanding as of June 11, 2002, as reported in the Company's most
recently filed Form 10-K.
Renaissance III, Renaissance PLC, and BFS US disclaim that they are members
of a group for purposes of Regulation 13D.
CUSIP No. 22 527P 10 2 13D Page 7 of 9 Pages
The Common Shares beneficially owned by Renaissance III are comprised of
48,266 shares of Common Stock purchased in the open market, 500,000 shares of
Common Stock issuable upon the conversion of a 12% Convertible Subordinated Note
and 500,000 shares of Common Stock issuable upon the exercise of warrants.
Renaissance PLC is deemed the beneficial owner of Common Shares comprised
of 100,001 shares of Common Stock purchased in the open market, 500,000 shares
of Common Stock issuable upon the conversion of a 12% Convertible Subordinated
Note, and 500,000 shares of Common Stock issuable upon the exercise of warrants.
BFS US is deemed the beneficial owner of Common Shares comprised of 299,999
shares of Common Stock purchased in the open market, 500,000 shares of Common
Stock issuable upon the conversion of a 12% Convertible Subordinated Note, and
500,000 shares of Common Stock issuable upon the exercise of warrants.
(b) Number of shares as to which Renaissance III has:
(i) Sole power to vote or to direct the vote
1,048,266
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
1,048,266
(iv) Shared power to dispose or to direct the disposition of
None
Number of shares as to which Renaissance PLC has:
(i) Sole power to vote or to direct the vote
1,100,001
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
1,100,001
(iv) Shared power to dispose or to direct the disposition of
None
Number of shares as to which BFS US has:
(i) Sole power to vote or to direct the vote
1,299,999
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
1,299,999
(iv) Shared power to dispose or to direct the disposition of
None
(c) No transaction in the Common Shares was effected by a Reporting Person
since the last filing or within the past 60 days, except as follows: (a) the
purchase by Renaissance III of 16,666 shares of Common Stock in the open market
at an average price of $0.6266; (b) the purchase by Renaissance US of 100,001
shares of Common Stock in the open market for an average price of $0.6181; and
(c) the purchase by BFS US of 99,999 shares of Common Stock in the open market
for an average price of $0.6181.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
CUSIP No. 22 527P 10 2 13D Page 8 of 9 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
CUSIP No.2684E 10 7 13D Page 9 of 9 Pages
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 10, 2002
(Date)
Renaissance Capital Growth & Income Fund III, Inc.
/S/ Russell Cleveland
(Signature)
Russell Cleveland
President and Chief Executive Officer
(Name/Title)
Renaissance US Growth and Income Trust PLC
/S/ Russell Cleveland
(Signature)
Russell Cleveland
Director
BFS US Special Opportunities Trust PLC
/S/ Russell Cleveland
(Signature)
Russell Cleveland
Director
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
ATTACHMENT 1
The name. business address. and principal occupation of the directors and
executive officers of Renaissance III are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Edward O. Boshell, Jr. c/o Renaissance Capital Group, Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Russell Cleveland c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Peter Collins c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Ernest C. Hill c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Charles C. Pierce, Jr. c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
OFFICERS
Russell Cleveland c/o Renaissance Capital Group, Inc. President and
8080 North Central Expressway Chief Executive
Suite 210, LB-59 Officer
Dallas, TX 75206-1857
John A. Schmit c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o Renaissance Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857
Page 1
The name, business address, and principal occupation of the directors and
executive officers of Renaissance PLC are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Michael B. Cannan c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest J. Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Lord Mark Fitzalan Howard OBE c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
C. A. Rundell, Jr. c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
William W. Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
Page 2
The name. business address. and principal occupation of the directors and
executive officers of BFS US are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Lord Lang of Monkton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest John Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Anthony Arthur Reid c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
William Weeks Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
Page 3
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all of each
of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: _________________________________________
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: _________________________________________
Name: Russell Cleveland
Title: Director
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By: __________________________________
Name: Russell Cleveland
Title: Director