<PAGE>

   As filed with the Securities and Exchange Commission on December 14, 1999.
                                                           Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ------------------------------------

                                LEARN2.COM, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                     75-2480669
  (State or other jurisdiction of                (I.R.S. Employer Identification
   incorporation or organization)                            Number)

                             1311 Mamaroneck Avenue
                          White Plains, New York 10605
               (Address of principal executive offices) (Zip Code)

                      ------------------------------------

                             1999 STOCK OPTION PLAN
                                       AND
                         COMMON STOCK ISSUABLE UNDER THE
                        1995 VIAGRAFIX STOCK OPTION PLAN
                            (Full title of the Plan)

                      ------------------------------------

    Stephen P. Gott                             Copies to:
    President and Chief Executive Officer   Gerald Adler, Esq.
    Learn2.com, Inc.                        Swidler Berlin Shereff Friedman, LLP
    1311 Mamaroneck Avenue                  405 Lexington Avenue
    White Plains, New York 10605            New York, New York 10174
    (914) 682-4300                          (212) 973-0111

                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                Proposed              Proposed
           Title of                                             Maximum                Maximum
          Securities                     Amount              Offering Price           Aggregate              Amount of
       to be Registered            to be Registered(1)         Per Share           Offering Price         Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                       <C>                   <C>                    <C>
Common Stock, par value
$.01 per share                          6,264,038 shares         $3.05             $19,105,315.90           $5,043.80(2)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement also covers such
     additional securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  The Registration Fee has been calculated pursuant to Rule 457(c) and (h) of
     the Securities Act as follows: 6,264,038 multiplied by .000264 multiplied
     by $3.05, the average of the bid and asked sales prices of the Registrant's
     Common Stock as included on The Nasdaq Stock Market on December 9, 1999.



<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by Learn2.com, Inc.
(formerly known as 7th Level, Inc.), a Delaware corporation (the "Registrant"),
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

     (a) The Registrant's Annual Report on Form 10-K/A for the period ended
December 31, 1998.

     (b) The Registrant's Quarterly Report on Form 10-Q/A for the period ended
March 31, 1999 and Form 10-Q for the periods ended June 30, 1999 and September
30, 1999.

     (c) The Registrant's Current Reports on Form 8-K dated January 15, 1999,
February 16, 1999, May 13, 1999, June 1, 1999, July 19, 1999, July 23, 1999 and
November 9, 1999 and Form 8-K/A filed with the Commission on April 16, 1999 and
June 30, 1999.

     (d) The description of the Registrant's Common Stock, par value $.01 per
share, which is contained in a registration statement filed under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the time of filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and the Restated Certificate of Incorporation and By-Laws of the
Registrant. Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party



                                      -1-

<PAGE>

to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     DGCL Section 145 further provides that to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. In all cases in
which indemnification is permitted under subsections (a) and (b) of Section 145
(unless ordered by a court), it shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the
party to be indemnified. Such determination must be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
The statute authorizes the corporation to pay expenses incurred by an officer or
director in advance of the final disposition of a proceeding upon receipt of an
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not entitled
to indemnification. DGCL Section 145 also provides that indemnification and
advancement of expenses permitted thereunder are not to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors, or otherwise. DGCL Section 145 also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the liabilities
insured.



                                     -2-

<PAGE>

     Article Eighth of the Restated Certificate of Incorporation of the
Registrant, as amended (the "Certificate"), provides that no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.

     Article Tenth of the Registrant's Certificate entitles directors and
officers of the Registrant to indemnification to the fullest extent permitted by
Section 145 of the DGCL, as the same may be supplemented from time to time. The
Certificate further provides that the Registrant may, to the fullest extent
authorized by the Board of Directors, indemnify any employee or agent of the
Registrant.

     Pursuant to Section 145(g) of the DGCL, the Registrant's By-Laws, as
amended, authorize the Registrant to obtain insurance to protect officers and
directors from certain liabilities, including liabilities against which the
Registration cannot indemnify its officers and directors. The Registrant
maintains a primary directors and officers liability and company reimbursement
policy which, among other things, provides for payment up to $3 million on
behalf of any of the Registrant's past, present or future directors or officers
against Loss (as defined in such policy). The Registrant also maintains a
supplemental insurance and company reimbursement policy providing for, among
other things, payment up to $2 million on behalf of any of the Registrant's
past, present or future directors or officers against Loss (as defined in such
policy).

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS

     The following exhibits are filed as part of this registration statement:

     4.8          1999 Stock Option Plan of Learn2.com, Inc.

     4.9          1995 ViaGrafix Stock Option Plan

     5.1          Opinion of Swidler Berlin Shereff Friedman, LLP.

     23.1         Consent of KPMG LLP.

     23.2         Consent of KPMG LLP.

     23.3         Consent of Arthur Andersen LLP.

     23.4         Consent of Arthur Andersen LLP.

     23.5         Consent of Ernst & Young LLP.

     23.6         Consent of Swidler Berlin Shereff Friedman, LLP (included in
                  Exhibit 5.1).

     24.1         Power of Attorney (included in signature page to this
                  registration statement).



                                     -3-

<PAGE>

Item 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the change in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (ii) do not apply if the
     registration statement is on Form S-3 or S-8 and the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to section
     13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and



                                     -4-

<PAGE>

Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                     -5-

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of White Plains, State of New York, on this 13th day of
December, 1999.

                   LEARN2.COM, INC.

                   By:    /s/ Marc E. Landy
                       ------------------------------------
                          Marc E. Landy
                          Vice President, Chief Financial Officer and Secretary

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Stephen P. Gott and Marc E.
Landy and each of them (with full power of each of them to act alone), his true
and lawful attorneys-in-fact, with full power of substitution and resubstitution
for him and on his behalf, and in his name, place and stead, in any and all
capacities to execute and sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.

     Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURE                       TITLE                             DATE

<S>                         <C>                                        <C>
 /s/ Stephen P. Gott        President and Chief Executive Officer
-----------------------
Stephen P. Gott             (Principal Executive Officer)              December 13, 1999

                            Vice President, Chief Financial Officer
                            and Secretary (Principal Financial
 /s/ Marc E. Landy          Officer and Principal Accounting
-----------------------
Marc E. Landy               Officer)                                   December 13, 1999

 /s/ Donald Schupak         Chairman of the Board of Directors
-----------------------
Donald Schupak              and Director                               December 13, 1999

 /s/ Robert Alan Ezrin      Vice Chairman of the Board of
-----------------------
Robert Alan Ezrin           Directors and Director                     December 13, 1999

 /s/ James A. Cannavino
-----------------------
James A. Cannavino          Director                                   December 13, 1999

 /s/ Jason R. Roberts
-----------------------
Jason R. Roberts            Director                                   December 13, 1999

 /s/ Michael A. Webster
-----------------------
Michael A. Webster          Director                                   December 13, 1999
</TABLE>


<PAGE>

                                LEARN2.COM, INC.
                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT

<S>      <C>
4.8      1999 Stock Option Plan of Learn2.com, Inc.

4.9      1995 ViaGrafix Stock Option Plan

5.1      Opinion of Swidler Berlin Shereff Friedman, LLP.

23.1     Consent of KPMG LLP.

23.2     Consent of KPMG LLP.

23.3     Consent of Arthur Andersen LLP.

23.4     Consent of Arthur Andersen LLP.

23.5     Consent of Ernst & Young LLP.

23.6     Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit
         5.1).

24.1     Power of Attorney (included in signature page to this registration
         statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22974}]
{"company-data": {"conformed-name": "LEARN2 COM INC", "cik": "0000920038", "assigned-sic": "7372", "irs-number": "752480669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92697", "film-number": "99774007"}, "business-address": {"street1": "925 WESTCHESTER AVENUE", "city": "WHITE PLAINS", "state": "NY", "zip": "10604", "phone": "9146824300"}, "mail-address": {"street1": "925 WESTCHESTER AVENUE", "city": "WHITE PLAINS", "state": "NY", "zip": "10604"}}
As filed with the Securities and Exchange Commission on December 14, 1999.
                                                           Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ------------------------------------

                                LEARN2.COM, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                     75-2480669
  (State or other jurisdiction of                (I.R.S. Employer Identification
   incorporation or organization)                            Number)

                             1311 Mamaroneck Avenue
                          White Plains, New York 10605
               (Address of principal executive offices) (Zip Code)

                      ------------------------------------

                             1999 STOCK OPTION PLAN
                                       AND
                         COMMON STOCK ISSUABLE UNDER THE
                        1995 VIAGRAFIX STOCK OPTION PLAN
                            (Full title of the Plan)

                      ------------------------------------

    Stephen P. Gott                             Copies to:
    President and Chief Executive Officer   Gerald Adler, Esq.
    Learn2.com, Inc.                        Swidler Berlin Shereff Friedman, LLP
    1311 Mamaroneck Avenue                  405 Lexington Avenue
    White Plains, New York 10605            New York, New York 10174
    (914) 682-4300                          (212) 973-0111

                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
                                                                Proposed              Proposed
           Title of                                             Maximum                Maximum
          Securities                     Amount              Offering Price           Aggregate              Amount of
       to be Registered            to be Registered(1)         Per Share           Offering Price         Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share                          6,264,038 shares         $3.05             $19,105,315.90           $5,043.80(2)
-------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement also covers such
     additional securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  The Registration Fee has been calculated pursuant to Rule 457(c) and (h) of
     the Securities Act as follows: 6,264,038 multiplied by .000264 multiplied
     by $3.05, the average of the bid and asked sales prices of the Registrant's
     Common Stock as included on The Nasdaq Stock Market on December 9, 1999.
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by Learn2.com, Inc.
(formerly known as 7th Level, Inc.), a Delaware corporation (the "Registrant"),
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

     (a) The Registrant's Annual Report on Form 10-K/A for the period ended
December 31, 1998.

     (b) The Registrant's Quarterly Report on Form 10-Q/A for the period ended
March 31, 1999 and Form 10-Q for the periods ended June 30, 1999 and September
30, 1999.

     (c) The Registrant's Current Reports on Form 8-K dated January 15, 1999,
February 16, 1999, May 13, 1999, June 1, 1999, July 19, 1999, July 23, 1999 and
November 9, 1999 and Form 8-K/A filed with the Commission on April 16, 1999 and
June 30, 1999.

     (d) The description of the Registrant's Common Stock, par value $.01 per
share, which is contained in a registration statement filed under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the time of filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and the Restated Certificate of Incorporation and By-Laws of the
Registrant. Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party

                                      -1-
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     DGCL Section 145 further provides that to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. In all cases in
which indemnification is permitted under subsections (a) and (b) of Section 145
(unless ordered by a court), it shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the
party to be indemnified. Such determination must be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
The statute authorizes the corporation to pay expenses incurred by an officer or
director in advance of the final disposition of a proceeding upon receipt of an
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not entitled
to indemnification. DGCL Section 145 also provides that indemnification and
advancement of expenses permitted thereunder are not to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors, or otherwise. DGCL Section 145 also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the liabilities
insured.

                                     -2-
Article Eighth of the Restated Certificate of Incorporation of the
Registrant, as amended (the "Certificate"), provides that no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.

     Article Tenth of the Registrant's Certificate entitles directors and
officers of the Registrant to indemnification to the fullest extent permitted by
Section 145 of the DGCL, as the same may be supplemented from time to time. The
Certificate further provides that the Registrant may, to the fullest extent
authorized by the Board of Directors, indemnify any employee or agent of the
Registrant.

     Pursuant to Section 145(g) of the DGCL, the Registrant's By-Laws, as
amended, authorize the Registrant to obtain insurance to protect officers and
directors from certain liabilities, including liabilities against which the
Registration cannot indemnify its officers and directors. The Registrant
maintains a primary directors and officers liability and company reimbursement
policy which, among other things, provides for payment up to $3 million on
behalf of any of the Registrant's past, present or future directors or officers
against Loss (as defined in such policy). The Registrant also maintains a
supplemental insurance and company reimbursement policy providing for, among
other things, payment up to $2 million on behalf of any of the Registrant's
past, present or future directors or officers against Loss (as defined in such
policy).

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS

     The following exhibits are filed as part of this registration statement:

     4.8          1999 Stock Option Plan of Learn2.com, Inc.

     4.9          1995 ViaGrafix Stock Option Plan

     5.1          Opinion of Swidler Berlin Shereff Friedman, LLP.

     23.1         Consent of KPMG LLP.

     23.2         Consent of KPMG LLP.

     23.3         Consent of Arthur Andersen LLP.

     23.4         Consent of Arthur Andersen LLP.

     23.5         Consent of Ernst & Young LLP.

     23.6         Consent of Swidler Berlin Shereff Friedman, LLP (included in
                  Exhibit 5.1).

     24.1         Power of Attorney (included in signature page to this
                  registration statement).

                                     -3-
Item 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the change in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (ii) do not apply if the
     registration statement is on Form S-3 or S-8 and the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to section
     13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and

                                     -4-
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of White Plains, State of New York, on this 13th day of
December, 1999.

                   LEARN2.COM, INC.

                   By:    /s/ Marc E. Landy
                       ------------------------------------
                          Marc E. Landy
                          Vice President, Chief Financial Officer and Secretary

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Stephen P. Gott and Marc E.
Landy and each of them (with full power of each of them to act alone), his true
and lawful attorneys-in-fact, with full power of substitution and resubstitution
for him and on his behalf, and in his name, place and stead, in any and all
capacities to execute and sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.

     Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE                       TITLE                             DATE
/s/ Stephen P. Gott        President and Chief Executive Officer
-----------------------
Stephen P. Gott             (Principal Executive Officer)              December 13, 1999

                            Vice President, Chief Financial Officer
                            and Secretary (Principal Financial
 /s/ Marc E. Landy          Officer and Principal Accounting
-----------------------
Marc E. Landy               Officer)                                   December 13, 1999

 /s/ Donald Schupak         Chairman of the Board of Directors
-----------------------
Donald Schupak              and Director                               December 13, 1999

 /s/ Robert Alan Ezrin      Vice Chairman of the Board of
-----------------------
Robert Alan Ezrin           Directors and Director                     December 13, 1999

 /s/ James A. Cannavino
-----------------------
James A. Cannavino          Director                                   December 13, 1999

 /s/ Jason R. Roberts
-----------------------
Jason R. Roberts            Director                                   December 13, 1999

 /s/ Michael A. Webster
-----------------------
Michael A. Webster          Director                                   December 13, 1999
LEARN2.COM, INC.
                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX
EXHIBIT
4.8      1999 Stock Option Plan of Learn2.com, Inc.

4.9      1995 ViaGrafix Stock Option Plan

5.1      Opinion of Swidler Berlin Shereff Friedman, LLP.

23.1     Consent of KPMG LLP.

23.2     Consent of KPMG LLP.

23.3     Consent of Arthur Andersen LLP.

23.4     Consent of Arthur Andersen LLP.

23.5     Consent of Ernst & Young LLP.

23.6     Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit
         5.1).

24.1     Power of Attorney (included in signature page to this registration
         statement).