content: <PAGE>
  
                        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 30, 1999
  
  
                         ASYMETRIX LEARNING SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
                 ------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
  
         000-24289                                               91-1276003
  ---------------------                                     --------------------
        (Commission                                            (IRS Employer
        File Number)                                         Identification No.)
  
  
      110-110TH AVENUE NE, BELLEVUE, WASHINGTON                      98004
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                    (Zip Code)
  
  
                                  (425) 462-0501
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  
  ________________________________________________________________________________
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5:  Other Events.
  
       Asymetrix Learning Systems, Inc. entered into a Securities Purchase
  Agreement dated as of September 30, 1999, with Marshall Capital, Inc. and Vulcan
  Ventures, pursuant to which these investors purchased an aggregate of 10,000
  shares of Series A Convertible Preferred Stock of Asymetrix for an aggregate
  purchase price of $10.0 million.  These shares of Preferred Stock are currently
  convertible into an aggregate of approximately 1,290,323 shares of Common Stock
  of Asymetrix.  The conversion price, which is currently $7.75 per $1,000 of
  Preferred Stock purchased, is subject to adjustment and could be reduced to no
  lower than $6.82 per share, if the average closing price of Asymetrix Common
  Stock for the 20 trading days ending on the effective date (the "Effective
  Date") of a registration statement covering the resale of those shares is below
  $7.75 per share.  Based on the minimum conversion price of $6.82 per share, the
  maximum number of shares issuable upon the conversion would be 1,466,275 shares
  of common stock.
  
       All of the shares of Preferred Stock will automatically convert into Common
  Stock on the Effective Date.  If the Effective Date does not occur prior to
  March 29, 1999, Asymetrix would be required to pay premium with respect to the
  shares at a rate per annum equal to 5% of the purchase price of the shares. This
  premium, it becomes payable, would be payable on a quarterly basis.
  
       The Preferred Stock does not have voting rights, however, Asymetrix must
  obtain the consent of the holders of the Preferred Stock in order to take
  certain actions, such as issuing additional shares of Preferred Stock that are
  senior to this stock, amending the terms of this Preferred Stock or issue any
  additional shares of Series A Convertible Preferred Stock.
  
       The Preferred Stock has a liquidation preference in the amount of its
  stated value, which is $10.0 million in the aggregate, plus any accrued but
  unpaid premium.
  
       In connection with this transaction, Asymetrix also issued warrants to
  purchase an aggregate of 967,742 shares of Common Stock to these investors and a
  warrant to purchase 30,000 shares of Common Stock as a finder's fee.  These
  warrants are exercisable for a period of five years and have an exercise price
  of $9.30 per share.
  
       These warrants may only be exercised for cash, unless the shares issuable
  upon exercise are not covered by an effective registration statement, in which
  case, they may be exercised on a "net exercise" basis, without the payment of
  additional cash consideration to Asymetrix.
  
       The number of shares issuable upon exercise of the warrants is subject to
  adjustment for stock splits, stock dividends and similar transactions.  In the
  event Asymetrix issues securities for a purchase price of less than the exercise
  price, the exercise price will be adjusted on a "weighted average" basis to
  account for dilution.  This anti-dilution provision does not apply to issuances
  in connection with employee stock options, employee stock purchase plans,
  mergers or acquisitions, strategic investments or underwritten offerings.
  <PAGE>
  
  Item 7:  Financial Statements and Exhibits.
  
  
       (c)  Exhibits
  
       99.01  Securities Purchase Agreement, dated as of September 30, 1999 by and
              among Asymetrix, Marshall Capital Management, Inc. and Vulcan
              Ventures
  
       99.02  Registration Rights Agreement, dated as of September 30, 1999 by and
              among Asymetrix, Marshall Capital Management, Inc. and Vulcan
              Ventures
  
       99.03  Form of Warrant issued as of October 6, 1999 to Marshall Capital
              Management, Inc. and Vulcan Ventures (included as Exhibit A of
              Exhibit 99.01)
  
       99.04  Certificate of Designation, Preferences and Rights of the Series A
              Convertible Preferred Stock of Asymetrix filed on October 5, 1999
              with the Delaware Secretary of State
  
       99.05  Asymetrix Press Release, dated October 11, 1999
  
       99.06  Asymetrix Press Release, dated October 12, 1999.
  <PAGE>
  
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                  ASYMETRIX LEARNING SYSTEMS, INC.
  
  
  Date:  October 12, 1999         By: /s/ John D. Atherly
                                      -------------------------------------------
                                      John D. Atherly
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer
  
  
  
  
  <PAGE>
  
  99.01  Securities Purchase Agreement, dated as of September 30, 1999 by and
         among Asymetrix, Marshall Capital Management, Inc. and Vulcan Ventures
  
  99.02  Registration Rights Agreement, dated as of September 30, 1999 by and
         among Asymetrix, Marshall Capital Management, Inc. and Vulcan Ventures
  
  99.03  Form of Warrant issued as of October 6, 1999 to Marshall Capital
         Management, Inc. and Vulcan Ventures (included as Exhibit A of Exhibit
         99.01)
  
  99.04  Certificate of Designation, Preferences and Rights of the Series A
         Convertible Preferred Stock of Asymetrix filed on October 5, 1999 with
         the Delaware Secretary of State
  
  99.05  Asymetrix Press Release, dated October 11, 1999
  
  99.06  Asymetrix Press Release, dated October 12, 1999.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K DATED 9-30-1999", "secsgml_size_bytes": 7183}]
metadata_filer: {"company-data": {"conformed-name": "ASYMETRIX LEARNING SYSTEMS INC", "cik": "0001052327", "assigned-sic": "7371", "irs-number": "911276003", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24289", "film-number": "99727749"}, "business-address": {"street1": "110 110TH AVE NE", "city": "BELLEVUE", "state": "WA", "zip": "98004", "phone": "4254620501"}, "mail-address": {"street1": "110 110TH AVE NE", "city": "BELLEVUE", "state": "WA", "zip": "98004"}}
text: 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 30, 1999
  
                         ASYMETRIX LEARNING SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
                 ------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
         000-24289                                               91-1276003
  ---------------------                                     --------------------
        (Commission                                            (IRS Employer
        File Number)                                         Identification No.)
  
      110-110TH AVENUE NE, BELLEVUE, WASHINGTON                      98004
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                    (Zip Code)
  
                                  (425) 462-0501
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  ________________________________________________________________________________
           (Former name or former address, if changed since last report)
  Item 5:  Other Events.
  
       Asymetrix Learning Systems, Inc. entered into a Securities Purchase
  Agreement dated as of September 30, 1999, with Marshall Capital, Inc. and Vulcan
  Ventures, pursuant to which these investors purchased an aggregate of 10,000
  shares of Series A Convertible Preferred Stock of Asymetrix for an aggregate
  purchase price of $10.0 million.  These shares of Preferred Stock are currently
  convertible into an aggregate of approximately 1,290,323 shares of Common Stock
  of Asymetrix.  The conversion price, which is currently $7.75 per $1,000 of
  Preferred Stock purchased, is subject to adjustment and could be reduced to no
  lower than $6.82 per share, if the average closing price of Asymetrix Common
  Stock for the 20 trading days ending on the effective date (the "Effective
  Date") of a registration statement covering the resale of those shares is below
  $7.75 per share.  Based on the minimum conversion price of $6.82 per share, the
  maximum number of shares issuable upon the conversion would be 1,466,275 shares
  of common stock.
  
       All of the shares of Preferred Stock will automatically convert into Common
  Stock on the Effective Date.  If the Effective Date does not occur prior to
  March 29, 1999, Asymetrix would be required to pay premium with respect to the
  shares at a rate per annum equal to 5% of the purchase price of the shares. This
  premium, it becomes payable, would be payable on a quarterly basis.
  
       The Preferred Stock does not have voting rights, however, Asymetrix must
  obtain the consent of the holders of the Preferred Stock in order to take
  certain actions, such as issuing additional shares of Preferred Stock that are
  senior to this stock, amending the terms of this Preferred Stock or issue any
  additional shares of Series A Convertible Preferred Stock.
  
       The Preferred Stock has a liquidation preference in the amount of its
  stated value, which is $10.0 million in the aggregate, plus any accrued but
  unpaid premium.
  
       In connection with this transaction, Asymetrix also issued warrants to
  purchase an aggregate of 967,742 shares of Common Stock to these investors and a
  warrant to purchase 30,000 shares of Common Stock as a finder's fee.  These
  warrants are exercisable for a period of five years and have an exercise price
  of $9.30 per share.
  
       These warrants may only be exercised for cash, unless the shares issuable
  upon exercise are not covered by an effective registration statement, in which
  case, they may be exercised on a "net exercise" basis, without the payment of
  additional cash consideration to Asymetrix.
  
       The number of shares issuable upon exercise of the warrants is subject to
  adjustment for stock splits, stock dividends and similar transactions.  In the
  event Asymetrix issues securities for a purchase price of less than the exercise
  price, the exercise price will be adjusted on a "weighted average" basis to
  account for dilution.  This anti-dilution provision does not apply to issuances
  in connection with employee stock options, employee stock purchase plans,
  mergers or acquisitions, strategic investments or underwritten offerings.
  Item 7:  Financial Statements and Exhibits.
  
       (c)  Exhibits
  
       99.01  Securities Purchase Agreement, dated as of September 30, 1999 by and
              among Asymetrix, Marshall Capital Management, Inc. and Vulcan
              Ventures
  
       99.02  Registration Rights Agreement, dated as of September 30, 1999 by and
              among Asymetrix, Marshall Capital Management, Inc. and Vulcan
              Ventures
  
       99.03  Form of Warrant issued as of October 6, 1999 to Marshall Capital
              Management, Inc. and Vulcan Ventures (included as Exhibit A of
              Exhibit 99.01)
  
       99.04  Certificate of Designation, Preferences and Rights of the Series A
              Convertible Preferred Stock of Asymetrix filed on October 5, 1999
              with the Delaware Secretary of State
  
       99.05  Asymetrix Press Release, dated October 11, 1999
  
       99.06  Asymetrix Press Release, dated October 12, 1999.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                  ASYMETRIX LEARNING SYSTEMS, INC.
  
  Date:  October 12, 1999         By: /s/ John D. Atherly
                                      -------------------------------------------
                                      John D. Atherly
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer
  99.01  Securities Purchase Agreement, dated as of September 30, 1999 by and
         among Asymetrix, Marshall Capital Management, Inc. and Vulcan Ventures
  
  99.02  Registration Rights Agreement, dated as of September 30, 1999 by and
         among Asymetrix, Marshall Capital Management, Inc. and Vulcan Ventures
  
  99.03  Form of Warrant issued as of October 6, 1999 to Marshall Capital
         Management, Inc. and Vulcan Ventures (included as Exhibit A of Exhibit
         99.01)
  
  99.04  Certificate of Designation, Preferences and Rights of the Series A
         Convertible Preferred Stock of Asymetrix filed on October 5, 1999 with
         the Delaware Secretary of State
  
  99.05  Asymetrix Press Release, dated October 11, 1999
  
  99.06  Asymetrix Press Release, dated October 12, 1999.