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): December 30, 1999.
ADVANTAGE LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 0-22187 39-1559474
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2911 Peach Street
P.O. Box 8036
Wisconsin Rapids, Wisconsin 54495-8036
(Address of principal executive offices)
Registrant's telephone number, including area code: (715) 424-3636
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Item 5. Other Events.
On December 30, 1999, Advantage Learning Systems,
Inc. (the "Company") issued a press release regarding
the acquisition of computerActive, Inc., an Ottawa,
Canada-based software development firm specializing in
web-based applications. A copy of the December 30,
1999 press release is attached as an exhibit to this
report and is incorporated herein by reference.
On January 3, 2000, the Company issued a press
release regarding the approval by the Board of
Directors of a stock repurchase plan pursuant to which
up to 1,000,000 shares of the Company's issued and
outstanding common stock may be repurchased from time
to time. A copy of the January 3, 2000 press release
is attached as an exhibit to this report and is
incorporated herein by reference.
Item 7. Exhibits.
Exhibit No. Description
99.1 Press Release dated December 30, 1999.
99.2 Press Release dated January 3, 2000.
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SIGNATURE
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.
Dated: January 3, 2000
ADVANTAGE LEARNING SYSTEMS, INC.
By: /s/ Michael H. Baum
-----------------------
Michael H. Baum
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated December 30, 1999.
99.2 Press Release dated January 3, 2000.
Exhibit 99.1
WISCONSIN RAPIDS, Wis., Dec. 30/PRNewswire/ --
Advantage Learning Systems, Inc. (Nasdaq: ALSI - News),
a leading provider of learning information systems to
the K-12 school market, today announced that it has
acquired computerActive, Inc., an Ottawa, Canada-based
software development firm specializing in Web-based
applications. The acquisition is expected to
accelerate the Company's introduction of Web versions
of its industry-leading school software products as
well as providing new product opportunities.
"computerActive is well-known among Web developers for
its expertise in creating Web software for a variety of
applications," said Michael Baum, Advantage Learning's
CEO. "This acquisition gives us a library of tested
code on which to build different kinds of Web
applications, plus a team dedicated to creating Web
versions of our existing products and some new Web
products. Ottawa is an exceptional location since it's
close to our existing Canadian office, and is also an
excellent area for recruiting additional experienced
Web programmers."
computerActive was founded in 1991 by Kevin Ford, an
experienced developer and authority in complex internet
applications. The company's track record includes
successful partnerships with Apple Computer, Entrust
Technologies, and NeXT Computer, as well as contracts
with government agencies and Fortune 200 companies. An
educational Web product built for the Canadian Network
for Advancement of Research, Industry, and Education
(CANARIE) won one of the Canadian government's top
technology prizes.
"We are very excited about becoming part of the
Advantage Learning product development team," said
Ford. "Their existing software engineering staff has
created very powerful products that help educators
accelerate learning within schools, by supplying
accurate, timely information. We believe that our
expertise in providing seamless and secure applications
for the Web is a natural fit. We expect to see some
very exciting products coming out of this combination
in the next two years."
While the terms of the transaction were not disclosed,
the Company expects to record a pre-tax charge to
earnings of approximately $900,000 related to the
transaction, for acquired in-process research and
development, in the fourth quarter 1999. This charge
was not included in the estimate of the Company's
expected fourth quarter earnings described in the news
release of December 14, 1999.
Advantage Learning Systems provides more than 47,600 K-12
schools with computerized learning information
systems: software and related training designed to
improve academic performance by increasing the quality,
quantity, and timeliness of information in the
classroom. Advantage Learning Systems' software
products included Accelerated Readerr, the most widely-
used reading software in K-12 schools; STAR Reading
(TM); STAR Math (TM) and Accelerated Math (TM), math
software products similar in function to the company's
reading software; and Perfect Copy (TM) writing skills
software. In addition, the firm provides teacher
training through its Reading Renaissancer, Math
Renaissancer, and Effective Teaching (TM)
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seminars, test-generation software to educational publishers,
and enterprise software for training and knowledge
management throughout organizations.
This press release contains forward-looking statements
made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995,
including statements regarding the expected financial
results and the introduction of new products and
services. Any such forward-looking statements may
involve risk and uncertainties that could cause actual
results to differ materially from any future results
encompassed within the forward-looking statements.
Factors that could cause or contribute to such
differences include those matters disclosed in the
Company's Annual Report on Form 10-K and the Company's
other Securities and Exchange Commission filings.
Exhibit 99.2
WISCONSIN RAPIDS, Wis., Jan. 3/PRNewswire/ -- Advantage
Learning Systems, Inc. (Nasdaq: ALSI - News), a leading
provider of learning information systems to the K-12
school market, today announced that its Board of
Directors has authorized the repurchase of up to
1,000,000 shares of the Company's common stock. Stock
repurchases may be implemented through a variety of
methods, including open market purchases, black
transactions, privately negotiated transactions,
accelerated share repurchase programs, or other similar
facilities. Such purchases may be made from time to
time and may be discontinued at any time. No time
limit was placed on the duration of the repurchase
program.
"The stock buyback authorization is a clear indication
of the Board's confidence in the company's prospects,"
said Michael Baum, Chief Executive Officer of Advantage
Learning. "We believe the long-term fundamentals of
our business are strong and that buying back stock is a
prudent investment of the company's cash resources."
Repurchased shares will be used for stock-based
employee benefit plans and for other general corporate
purposes. The amount and timing of any share
repurchases will be based on management's ongoing
assessment of the Company's capital structure,
liquidity, general market conditions and other
corporate considerations.
Advantage Learning Systems provides more than 47,600 K-12
schools with computerized learning information
systems: software and related training designed to
improve academic performance by increasing the quality,
quantity, and timeliness of information in the
classroom. Advantage Learning Systems' software products
include Accelerated Readerr, the most widely-used reading
software in K-12 schools; STAR Reading(TM), the first
computer-adaptive nationally-normed reading test for
classroom use; Accelerated Math(TM) and STAR Math(TM)
math products similar in function to Accelerated Reader
and STAR Reading; and Perfect Copy(TM) writing skills
software. The Company has trained about 200,000
educators through its Reading Renaissancer and Math
Renaissancer professional development programs;
provides test-generation software to educational
publishers, and sells enterprise software for
organization-wide training and knowledge management.
The Company also has subsidiaries in Canada, India,
Australia, and the United Kingdom.
This press release contains forward-looking statements
made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995,
including statements regarding possible future stock
repurchases. Any such forward-looking statements may
involve risk and uncertainties that could cause actual
results to differ materially from those anticipated by
the forward-looking statements. Factors that could
cause or contribute to such differences include those
matters disclosed in the Company's Annual Report on
Form 10-K and as may be described from time to time in
the Company's other SEC filings.
