SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D. C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of~~REPORT ~~The Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report: September~~Section ~~10,~~13 ~~2003~~ or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported)~~Act of 1934

~~Lightspan~~Date of Report (Date of earliest event reported): November 17, ~~Inc.~~2003

~~(Exact~~LIGHTSPAN, ~~name of registrant as specified in its charter)~~INC.

~~Delaware~~(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

000-29347		33-0585210
(Commission File No. Employer)		(IRS Identification Number)
(Commission File No.)		(IRS Employer Identification No.)

10140 Campus Point Drive San Diego, California 92121 (Address of principal executive offices and zip code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~area ~~and zip~~ code: (858) 824-8000

~~Registrant’s~~TABLE ~~telephone~~OF ~~number including area code: (858) 824-8000~~ CONTENTS

Item 5. Other Events.


	Item 5. Other Events.
	Item 7. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

OnTable September 10,of 2003 Lightspan received a letter from the Nasdaq National Stock Market indicating that the Company had regained compliance for share listing under Nasdaq Marketplace Rule 4450(a)(5). Contents

~~Signature~~Item 5. Other Events.

~~Pursuant~~On toNovember 17, 2003, Lightspan, Inc. (the ~~requirements~~“Company”) and PLATO Learning, Inc. (“PLATO”), issued a press release announcing that each of their respective stockholders voted to approve the ~~Securities~~merger ~~Exchange~~of ~~Act~~a wholly owned subsidiary of ~~1934,~~PLATO with and into the ~~registrant~~ ~~has~~Company. ~~duly~~The ~~caused~~Company ~~this~~will ~~report~~continue toas bea ~~signed~~wholly onowned subsidiary ~~its~~of ~~behalf~~PLATO byafter the ~~undersigned~~ merger. In the merger, ~~thereunto~~each ~~duly~~share ~~authorized~~of the Company’s common stock will be exchanged for 1.33 shares of PLATO’s common stock.

	Lightspan, Inc.
Dated: September 12,2003	By:	/s/ Michael A. Sicuro
		Michael A. Sicuro Chief Financial Officer, Secretary and Treasurer

As a result of the merger, the Company’s shares will no longer be traded on the Nasdaq National Stock Market or any other securities exchange.

Item 7. Exhibits.

99.1

Press Release, dated as of November 17, 2003 announcing the approval of the merger between a wholly owned subsidiary of PLATO Learning, Inc. with and into Lightspan, Inc.

SIGNATURE

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, thereunto duly authorized.


	LIGHTSPAN, INC.

Dated: November 17, 2003	By:	/s/ Michael A. Sicuro

		Michael A. Sicuro
		Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

99.1

Press Release, dated as of November 17, 2003 announcing the approval of the merger between a wholly owned subsidiary of PLATO Learning, Inc. with and into Lightspan, Inc.

SECURITIESTable ANDof EXCHANGE COMMISSION Contents

OnTable September 10,of 2003 Lightspan received a letter from the Nasdaq National Stock Market indicating that the Company had regained compliance for share listing under Nasdaq Marketplace Rule 4450(a)(5). Contents

Table of Contents

Table of Contents

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