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) August 21, 2006.
THE AMERICAN EDUCATION CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 0-11078 73-1621446
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7506 N. Broadway Extension, Suite 505
Oklahoma City, Oklahoma 73116
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(Address of principal executive offices) (Zip Code)
(405) 840-6031
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(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ] 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))
Information to be Included in the Report
Item 8.01 Other events.
On August 21, 2006, The American Education Corporation issued the press
release attached hereto as Exhibit 99.1 titled "THE AMERICAN EDUCATION
CORPORATION DECLARES 1-FOR-2000 REVERSE STOCK SPLIT FOLLOWED IMMEDIATELY
BY 100-FOR-1 FORWARD STOCK SPLIT."
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Company press release titled "THE AMERICAN EDUCATION
CORPORATION DECLARES 1-FOR-2000 REVERSE STOCK SPLIT
FOLLOWED IMMEDIATELY BY 100-FOR-1 FORWARD STOCK SPLIT."
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.
THE AMERICAN EDUCATION CORPORATION
/s/ Jeffrey E. Butler
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Jeffrey E. Butler, Chief Executive Officer
August 21, 2006
Exhibit 99.1
PRESS RELEASE
For further information contact:
Jeffrey E. Butler or Geralyn DeBusk
The American Education Corporation Halliburton Investor Relations
800-34APLUS or 800-222-2811 972-458-8000
E-mail: jeb@amered.com
URL: www.amered.com
For Immediate Release: Monday, August 21, 2006
THE AMERICAN EDUCATION CORPORATION
DECLARES 1-FOR-2000 REVERSE STOCK SPLIT
FOLLOWED IMMEDIATELY BY 100-FOR-1 FORWARD STOCK SPLIT
Oklahoma City, Oklahoma --- The American Education Corporation today
announced that the 1-for-2,000 reverse stock split (the "Reverse Split")
which was approved by the Company's board of directors on June 15, 2005 will
become effective at the close of business on September 1, 2006 (the
"Effective Date"). September 1, 2006 will also be the record date for the
Reverse Split.
As a result of the Reverse Split, on the Effective Date each holder of
common stock will receive one share for each 2,000 shares they hold
immediately prior to the Effective Date. Those stockholders who, immediately
following the Reverse Split, would hold only a fraction of a share of the
Company's common stock will, in lieu thereof, be paid an amount, in cash,
equal to $1,100 times such fraction of a share (or $0.55 per share of pre-
Reverse Split common stock) and will no longer be stockholders of the
Company. Stockholders who receive cash in lieu of fractional shares will be
entitled to dissenters' appraisal rights for the "fair value" of their
fractional share under Nevada law.
Immediately after the completion of the 1-for-2,000 Reverse Split, the
Company will conduct a 100-for-1 forward stock split for those stockholders
who, following the Reverse Split, continue to hold at least one (1) whole
share of Company common stock (the "Forward Split"). September 1, 2006 will
also be the record date and the Effective Date for the Forward Split. The
Company will not issue any fractional shares of stock as a result of the
Forward Split. Each stockholder who would otherwise be entitled to a
fractional share of common stock of the Company following the Forward Split
will, in lieu thereof, be paid an amount in cash equal to $11.00 per share
multiplied by such fraction.
As soon as practicable after the Effective Date, the Company's
exchange agent, UMB Bank, n.a., will mail letters of transmittal to the
Company's stockholders on the Effective Date, which will describe the
procedures for surrendering stock certificates in exchange for cash
consideration or for a new certificate representing the Company's shares
post-Reverse Split and Forward Split. In order to receive the cash
consideration or a new stock certificate, holders of the Company's stock
certificates must deliver their stock certificates and a properly completed
letter of transmittal to the Company's exchange agent, UMB Bank, n.a.,
Securities Transfer Division, 928 Grand Blvd., 5th Floor, Kansas City, MO
64106. Upon receipt of the stock certificates and properly completed letters
of transmittal, the exchange agent will, within approximately 20 business
days, make the appropriate cash payment and, where applicable, deliver the
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new stock certificates to the remaining stockholders of the Company. No
interest will accrue on the cash consideration payable pursuant to the terms
of the Reverse Split or the Forward Split.
Following the consummation of the Reverse Split and the Forward Split,
the Company will have less than 300 stockholders of record and intends to
file a Form 15 with the Securities and Exchange Commission electing to
terminate the registration of its common stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"). Upon termination
of its registration pursuant to Section 12(g) of the Exchange Act, the
Company will cease filing the reports required by the Exchange Act.
The Company's Java-based technology, the A+nyWhere Learning System
Versions 3.0 and 4.0 of educational software products, provides for an
integrated offering of grade levels 1-12 software for Reading, Mathematics,
Language Arts, Science, Writing, History, Government, Economics and
Geography. In addition, the Company provides assessment testing and
instructional content for the General Educational Development (GED) test. All
company products are designed to provide for LAN, WAN and Internet delivery
options and support Windows, UNIX and Macintosh platforms. The Company has
developed a computer adaptive, companion academic skill assessment testing
tool to provide educators with the resources to more effectively use the
Company's curriculum content aligned to important state and national academic
standards. Spanish-language versions are available for Mathematics and
Language Arts for grade levels 1-8. The Company's curriculum content is
aligned to the other third party digital resources such as the GoKnow's,
Internet accessible science curriculum and reference materials, which may be
accessed directly from A+LS lessons. The A+LS comprehensive family of
educational software is now in use in over 12,000 schools, centers of adult
literacy, colleges and universities, and correctional institutions in the
U.S., UK and other international locations. A+dvancer, the Company's
diagnostic, prescriptive test and online, postsecondary developmental
curriculum offering, is aligned to ACCUPLACER On-Line, the leading college
admissions test for students requiring developmental support to enroll in
full credit secondary coursework in mathematics, reading, algebra and
writing.
ACCUPLACER and ACCUPLACER On-Line are either trademarks or registered
trademarks owned by the College Entrance Examination Board, New York, NY.
Note: Certain matters discussed above concerning the future performance of
the Company are forward-looking statements intended to qualify for the safe
harbors from liabilities established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be identified as
such by words such as "if," "may," "believes," "anticipates," "plans,"
"expects" or words of similar import. The future performance of the Company
is subject to a number of factors including, but not limited to, general
economic conditions, competitive activity and funding available to schools.
THE AMERICAN EDUCATION CORPORATION
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7506 BROADWAY EXTENSION
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OKLAHOMA CITY, OK 73116
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1-800-34APLUS
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www.amered.com
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