UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~April~~June 201, 2005

ALPHASMART, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-50570

77-0298384

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

973 University Avenue

Los Gatos, California 95032

(Address of principal executive offices, including zip code)

(408) 355-1000

(Registrant’s telephone number, including area 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 (see General Instruction A.2. below):

x¨ 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 communications 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

AsOn ofJune ~~April 20~~1, 2005, AlphaSmart, Inc., a Delaware corporation (“AlphaSmart”), ~~and Renaissance Learning~~PalmSource, Inc. and PalmSource Overseas Limited (~~“Renaissance”)~~formerly ~~agreed~~Palm toPlatform ~~amend~~Overseas Limited, the ~~Agreement~~successor-in-interest ~~and~~to ~~Plan~~Palm ofIreland ~~Merger~~Investment) ~~and~~entered ~~Reorganization~~into Amendment No. 4 to the Software License Agreement, dated as of June ~~January~~29, 242001, ~~2005~~as ~~(the~~amended ~~“Merger~~by ~~Agreement”)~~Amendment byNo. ~~and~~1 ~~among~~effective ~~the~~June ~~AlphaSmart~~14, ~~Renaissance~~2002, ~~RLI~~and ~~Acquisition Corp~~further amended by Amendment No. 2 effective November 15, ~~Inc~~2002, and further amended by Amendment No. 3 effective February 27, a2004 ~~Delaware~~(the ~~corporation~~“License ~~and~~Agreement”). Amendment aNo. ~~wholly~~4 ~~owned~~extends ~~subsidiary~~the term of ~~Renaissance~~the ~~and~~License ~~RLI~~Agreement ~~Acquisition~~for ~~Sub,~~an ~~LLC~~additional two years, asuch ~~Delaware~~that ~~limited~~the ~~liability~~License ~~company~~Agreement ~~and~~will aexpire ~~wholly~~at ~~owned~~midnight ~~subsidiary~~on ofDecember ~~Renaissance~~31, to2010. ~~make~~In ~~several~~addition, ~~technical~~Amendment ~~corrections~~No. to4 ~~the~~eliminates ~~cash~~future minimum royalty contribution ~~proration~~obligations ~~factor,~~in ~~the~~favor ~~exchange~~of ~~rate~~AlphaSmart’s ~~determination,~~commitment ~~the~~to ~~election~~a ~~procedures,~~non-refundable ~~the~~advance ~~treatment~~payment of ~~fractional~~royalties ~~shares~~ and ~~the~~further ~~continuity~~discontinues ofAlphaSmart’s ~~interest~~entitlement ~~test~~to ~~redesignation~~receive ~~procedures~~and ~~set~~obligation ~~forth~~to inpay ~~the~~for ~~Merger Agreement~~maintenance.

~~As previously disclosed, certain significant stockholders and members of management have entered into voting agreements as well as employment agreements and non~~-~~compete~~2- ~~agreements in connection with the merger.~~

The foregoing description of the amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the actual agreement.

Additional Information and Where to Find It

Renaissance filed a registration statement on Form S-4, which included a proxy statement/prospectus and other relevant materials in connection with the proposed merger transaction involving AlphaSmart and Renaissance, with the Securities and Exchange Commission (SEC) on February 25, 2005, as amended on April 13, 2005 (File No. 333-122993). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS FILING BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by AlphaSmart at AlphaSmart’s website at www.alphasmart.com or by contacting AlphaSmart investor relations at IR@alphasmart.com or via telephone at 408-355-1029. Investors and security holders may obtain free copies of the documents filed with the SEC by Renaissance Learning by directing such requests to Renaissance Learning, Inc., Attention: Corporate Secretary, 2911 Peach Street, P.O. Box 8036, Wisconsin Rapids, Wisconsin 54995 or via telephone at 715-424-3636.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Reorganization by and among Renaissance Learning, Inc., RLI Acquisition Sub, LLC, RLI Acquisition Corp, Inc. and AlphaSmart, Inc. dated January 24, 2005 and amended as of April 20, 2005 (Incorporated by reference to Appendix A to the proxy statement/prospectus on Form S-4 filed by Renaissance Learning, Inc. on February 25, 2005, as amended on April 13, 2005 (File No. 333-122993)).

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.


ALPHASMART, INC.

By:		/s/ Ketan D. Kothari
		Ketan D. Kothari Chief Executive Officer

Date: ~~April~~June 256, 2005

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