SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1 to Form 10-K)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-14669
THE ARISTOTLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1165854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27 Elm Street, New Haven, Connecticut 06510
(Address of principal executive offices and zip code)
(203) 867-4090
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Exchange Act:
Not applicable
Securities registered pursuant to section 12(g) of the Exchange Act:
Common Stock, Par Value $.01 Per Share
(Title Of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of November 19, 2001, the aggregate market value of the Common Stock
outstanding of The Aristotle Corporation held by nonaffiliates (without
admitting that any person whose shares are not included in such calculation is
an affiliate) was approximately $4,769,296, based on the closing price as
reported by the Nasdaq Stock Market. As of November 19, 2001, 1,891,625 shares
of Common Stock were outstanding.
AMENDMENT TO THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 2001.
The Amendment to the Annual Report on Form 10-K for The Aristotle Corporation is
being filed to add an item to the exhibit list provided in Part IV, Item 14 to
the Annual Report on Form 10-K as filed with the Securities and Exchange
Commission on September 28, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Part IV - OTHER INFORMATION
ITEM 14. EXHIBITS, FINANCIAL STATEMENT AND REPORTS ON FORM 8-K.
(a) The following are filed as part of this report:
(1) and (2) Financial Statements:
Consolidated Balance Sheets........................................................ 23
Consolidated Statements of Operations.............................................. 24
Consolidated Statements of Changes in Stockholders' Equity......................... 25
Consolidated Statements of Cash Flows.............................................. 26
Notes to Consolidated Financial Statements......................................... 27
Report of Independent Public Accountants........................................... 22
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the consolidated
financial statements or notes thereto.
(3) Exhibits
Exhibit
Number Description
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Exhibit 2.1--Capital Contribution Agreement dated as of November 19,
1993 by and among The Aristotle Corporation, Aristotle Sub, Inc., The
Strouse, Adler Company and the Stockholders of Strouse, incorporated
herein by reference to Exhibit 2.1 of The Aristotle Corporation
Current Report on Form 8-K dated April 14, 1994, as amended (the "1994
Current Report").
Exhibit 2.2--Agreement and Plan of Reorganization, dated as of
September 13, 2000 (closed on September 14, 2000), buy and among the
Registrant, Aristotle Acquisition Sub, Inc., Safe Passage
International, Inc., James S. Viscardi, Michael R. Rooksby, Howard C.
Rooksby and Andrew M. Fiegiel, incorporated herein by reference to
Exhibit 2.1 of the Registrant's Current Report on Form 8-K dated
September 27, 2000.
Exhibit 2.3--Agreement and Plan of Merger, dated as of September 13,
2000 (closed on September 14, 2000), by and between Aristotle
Acquisition Sub, Inc. and Safe Passage International, Inc.,
incorporated herein by reference to Exhibit 2.2 of the Registrant's
Current Report on Form 8-K dated September 27, 2000.
Exhibit 3.1--Restated Certificate of Incorporation of The Aristotle
Corporation, incorporated herein by reference to Exhibit 3.1 of The
Aristotle Corporation Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
Exhibit 3.2--Amended and Restated Bylaws, incorporated herein by
reference to Exhibit 3.2 of The Aristotle Corporation Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1997.
Exhibit 4.1--Restated Certificate of Incorporation of The Aristotle
Corporation and Amended and Restated Bylaws as Exhibits 3.1 and 3.2
are incorporated into this item by reference. See Exhibit 3.1 and
Exhibit 3.2 above.
Exhibit 4.2--Registration Rights Agreement dated as of April 11, 1994
between the Registrant and the shareholders listed on Exhibit A
thereto, incorporated by reference to an exhibit to the Registrants'
Registration Statement on Form S-3 (File No. 333-4185).
Exhibit 4.3--Preferred Stock Purchase Agreement dated as of October
22, 1997 between The Aristotle Corporation and Geneve Corporation,
incorporated herein by reference to Exhibit 10.5 of the Registrant's
Quarterly Report on Form 10-Q for fiscal quarter ended September 30,
1997.
Exhibit 4.4--Registration Rights Agreement dated as of October 22,
1997 between The Aristotle Corporation and Geneve Corporation,
incorporated herein by reference to Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1997.
Exhibit 4.5--Letter Agreement dated as of September 15, 1997 among The
Aristotle Corporation, Aristotle Sub, Inc. and certain stockholders,
incorporated herein by reference to Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1997.
Exhibit 4.6--Letter Agreement dated as of February 9, 2000 between The
Aristotle Corporation and the Geneve Corporation regarding certain
limitations on voting and the acquisition of additional shares of
common stock, incorporated herein by reference to the Registrant's
Report on Form 13D/A dated February 15, 2000.
Exhibit 4.7--Letter Agreement dated as of April 28, 2000 between The
Aristotle Corporation and the Geneve Corporation, modifying the letter
agreement between such parties dated as of February 9, 2000, regarding
certain limitations on voting and the acquisition of additional shares
of common stock, incorporated herein by reference to the Registrant's
Report on Form 8-K dated May 2, 2000.
Exhibit 10.1--Stock Option Plan of The Aristotle Corporation, as
amended, incorporated herein by reference to Exhibit 10.2 of The
Aristotle Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 (the "1992 Form 10-K").
Exhibit 10.2--Form of Stock Option Agreement (for non-employee
directors), incorporated herein by reference to Exhibit 10.3 of the
1992 Form 10-K.
Exhibit 10.3--Form of Incentive Stock Option Agreement (for
employees), incorporated herein by reference to Exhibit 10.4 of the
1992 Form 10-K.
Exhibit 10.4--Settlement and Release Agreement dated as of May 29,
1996 amount The Aristotle Corporation, the Federal Deposit Insurance
Corporation and certain other interested parties, incorporated herein
by reference to Exhibit 10.22 of The Aristotle Corporation Annual
Report on Form 10-K for the fiscal year ended June 30, 1996.
Exhibit 10.5--Stipulation and Agreement of Settlement dated as of May
28, 1996 regarding In Re First Constitution Stockholders Litigation,
incorporated herein by reference to Exhibit 10.23 of The Aristotle
Corporation Annual Report on Form 10-K for the fiscal year ended June
30, 1996.
Exhibit 10.6--Stock Purchase Agreement between The Aristotle
Corporation and Kevin Sweeney dated as of April 30, 1999, incorporated
herein by reference to Exhibit 2.1 of The Aristotle Corporation
Current Report on Form 8-K dated May 4, 1999, as amended.
Exhibit 10.7--The Aristotle Corporation 1997 Employee and Director
Stock Plan, incorporated herein by reference to The Aristotle
Corporation Registration Statement on Form S-8 dated December 10,
1997.
Exhibit 10.8--The Employment Agreement dated as of February 1, 2001 by
and between The Aristotle Corporation and Paul McDonald, incorporated
herein by reference to Exhibit 10.8 of the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2001.
Exhibit 10.9--The Employment Agreement dated as of February 1, 2001 by
and between The Aristotle Corporation and John Crawford, incorporated
herein by reference to Exhibit 10.9 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 2001.
Exhibit 21.1--Subsidiaries of The Aristotle Corporation, incorporated
herein by reference to Exhibit 21.1 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 2001.
Exhibit 23.1--Consent of KPMG LLP as to incorporation of reports of
statement of income of Simulaids, Inc., incorporated herein by
reference to Exhibit 23.1 of the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 2001.
Exhibit 23.2--Consent of Arthur Andersen LLP as to incorporation of
certain reports is attached hereto as Exhibit 23.2.
(b) Reports on Form 8-K:
None.
(c) See (a)(3) above.
(d) See (a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned
hereunto duly authorized.
THE ARISTOTLE CORPORATION
/s/ John J. Crawford
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John J. Crawford
Its President, Chief Executive Officer and
Chairman of the Board
Dated: November 19, 2001
EXHIBIT INDEX
Exhibit 23.2 --Consent of Arthur Andersen LLP as to incorporation of
certain reports
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed
Registration Statement File No. 333-41845 (Registration Rights Agreement) and
File No. 333-41841 (1997 Employee and Director Stock Plan).
/s/ Arthur Andersen LLP
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Hartford, Connecticut
August 31, 2001