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Registration No. 333-37098
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARISTOTLE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
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<TABLE>
Delaware 7372 061022613
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
</TABLE>
50 E Street, S.E., Suite 300
Washington, DC 20003
(202) 543-8345
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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John A. Phillips
Chief Executive Officer
2266 Union Street
San Francisco, California 94123
(415) 440-1102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
David R. Snyder, Esq. Kristian E. Wiggert, Esq.
Christopher M. Forrester, Esq. Melissa L. Mong, Esq.
Jeffrey W. Lobb, Esq. Craig M. Glantz, Esq.
Pillsbury Madison & Sutro LLP Morrison & Foerster LLP
11975 El Camino Real, Suite 200 425 Market Street
San Diego, California 92120 San Francisco, California 94105
Phone: (858) 509-4052 Phone: (415) 268-7000
Fax: (858) 509-4010 Fax: (415) 268-7522
Counsel to the Registrant Counsel to the Underwriter
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the sale of common stock being registered. All amounts are estimates,
except the registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
Amount
to be Paid
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<S> <C>
SEC Registration Fee.............................................. $8,501
NASD Filing Fee................................................... 3,500
Nasdaq National Market Listing Fee................................ *
Printing and Engraving............................................ *
Legal Fees and Expenses........................................... *
Accounting Fees and Expenses...................................... *
Blue Sky Fees and Expenses........................................ *
Transfer Agent Fees............................................... *
Director & Officer Liability Insurance (1933 Act Premiums)........ *
Miscellaneous..................................................... *
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Total........................................................... $ *
======
</TABLE>
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* To be completed on amendment.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
As permitted by Delaware General Corporation Law, the registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except to the extent that exculpation from liability is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined.
As permitted by the Delaware General Corporation Law, the bylaws of the
registrant provide for indemnification of the registrant's directors, officers,
employees and other agents to the extent and under the circumstances permitted
by the Delaware General Corporation Law.
The registrant intends to enter prior to the closing of this offering into
agreements with its directors and executive officers that will require the
registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or executive
officers to the fullest extent not prohibited by law.
The registrant intends to purchased directors and officers liability
insurance prior to the closing of this offering.
Reference is also made to the Underwriting Agreement, which provides for the
indemnification of officers, directors and controlling persons of the
registrant against certain liabilities.
II-1
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Item 15. Recent Sales of Unregistered Securities
During the past three years, the following securities were sold or issued by
the registrant without registration under the Securities Act:
(a) Issuances of capital stock:
1. In September 1999, the registrant issued and sold 1,272,727 shares of
Series A Preferred Stock to three investors for an aggregate purchase price
of $3,500,000, as follows:
. W.R. Hambrecht/Aristotle, LLC--727,273 shares;
. ePartners--363,636 shares; and
. Odyssey Capital II, LLC--181,818 shares.
Messrs. Donatiello and Hambrecht, directors of our company, either control or
are affiliated with W.R. Hambrecht/Aristotle, LLC and Mr. Donatiello is a
managing member of ePartners and Odyssey Capital II, LLC. These sales were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.
(b) Grants of stock options:
1. The registrant's 1999 Stock Option Plan was adopted by the board of
directors in 1999. The registrant has granted at various times since March
31, 1999 options for 800,800 shares of common stock at a purchase price of
between $1.10 per share and $5.48 per share. The grant of these options
were deemed to be exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act, or Regulation D promulgated
thereunder, or Rule 701 promulgated under Section 3(b) of the Securities
Act, as transactions by an issuer not involving a public offering or
transactions pursuant to compensatory benefit plans and contracts relating
to compensation as provided under Rule 701.
(c) Convertible Promissory Notes:
1. In September 1999, the registrant issued a convertible promissory note
in the amount of $308,139, without interest, in satisfaction of certain
payments made to it by John A. Phillips and Dean A. Phillips. The note is
convertible upon demand of the holders into Series A Preferred Stock, which
is in turn convertible into 153,326 shares of common stock at the closing
of this offering. The number of shares subject to the conversion is
determined by dividing the then outstanding principal amount of the Note by
the original Series A issue price, as established in the registrant's
Restated Certificate of Incorporation, and with certain adjustments as
described in Article IV(B)(4)(d) therein. These sales were deemed to be
exempt from registration under the Securities Act in reliance on Section
4(2) of the Securities Act, or Regulation D promulgated thereunder.
The recipients of securities in each of the above transactions represented
their intention to acquire the securities for investment only and not with view
to or for sale in connection with any distribution thereof and appropriate
legends were affixed to the share certificates and instruments issued in such
transactions. All recipients had adequate access, through their relationship
with the Registrant, to information about the Registrant.
II-2
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Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
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<CAPTION>
Exhibit
Number Description
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<C> <S>
*1.1 Form of Underwriting Agreement.
+3.1 Form of Amended and Restated Certificate of Incorporation of Aristotle
International, Inc.
+3.2 Form of Amended and Restated Bylaws of Aristotle International, Inc.
4.1 Form of Stock Certificate.
+4.2 Aristotle Publishing, Inc., Investors' Rights Agreement, dated as of
September 17, 1999, by and among the registrant and the parties who
are signatories thereto.
+4.3 Agreement and Notice of Conversion.
*5.1 Opinion of Pillsbury Madison & Sutro LLP.
+10.1 Registrant's 1999 Stock Option Plan.
+10.2 Form of Registrant's 2000 Omnibus Equity Incentive Plan.
+10.3 Employment and Stock Repurchase Agreement, dated as of September 17,
1999, by and between the registrant and John A. Phillips.
+10.4 Employment and Stock Repurchase Agreement, dated as of September 17,
1999, by and between the registrant and Dean A. Phillips.
+10.5 Letter Agreement, dated as of October 6, 1999, by and between the
registrant and Rob Christ.
+10.6 Letter Agreement, dated as of November 2, 1999, by and between the
registrant and Blair Richardson.
+10.7 Letter Agreement, dated as of May 25, 1995, by and between the
registrant and Gordon N. Nahlik [Stoll].
+10.8 Form of Directors and Officers' Indemnification Agreement.
+10.9 Agreement, dated as of February 9, 1998, between the registrant and
Central Address Systems, Inc.
+10.10 Lease Agreement, dated as of September 28, 1999, between the
registrant and Colleen Brent, Leland Dobbs and Barrett G. Levine.
+10.11 Office Lease Agreement, dated as of January 15, 2000, between the
registrant and Council on American-Islamic Relations.
+10.12 Lease Agreement, dated September 30, 1996, between the registrant and
Sidney S. Zlotnick and Renee Z. Kraft.
+10.13 Form of Proprietary Information and Inventions Agreement.
+10.14 Form of Registrant's 2000 Employee Stock Purchase Plan.
+10.15 Form of Charter of the Aristotle International, Inc. Audit Committee.
+10.16 Form of Charter of the Aristotle International, Inc. Compensation
Committee.
+10.17 License Agreement, dated February 2, 2000, between the registrant and
National Homemovers Database Limited.
10.18 Joint Marketing and Development Agreement, dated June 29, 2000,
between the registrant and VeriSign, Inc.
10.19 MatchLogic Master Services Agreement, dated June 30, 2000, between the
registrant and MatchLogic, Inc.
*23.1 Consent of KPMG LLP, Independent Auditors.
*23.2 Consent of Keller Bruner & Company, LLP.
*23.3 Consent of Pillsbury Madison & Sutro LLP (contained in their opinion
filed as Exhibit 5.1).
+24.1 Power of attorney (reference is made to Page II-4).
+27.1 Financial Data Schedule for Aristotle International, Inc.
</TABLE>
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* To be filed by amendment
+ Previously filed
II-3
<PAGE>
(b) Financial Statement Schedules
See Schedule II previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriter at
the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
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 Exchange Commission
such indemnification is against public policy as expressed in the Securities
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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 20th day of July, 2000.
ARISTOTLE INTERNATIONAL, INC.
/s/ John A. Phillips
By: _________________________________
John A. Phillips
Chief Executive Officer and
Director
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<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ John A. Phillips Chief Executive Officer and July 20, 2000
______________________________________ Director (Principal Executive
John A. Phillips Officer)
/s/ T. Robert Christ Chief Financial Officer July 20, 2000
______________________________________ (Principal financial Officer
T. Robert Christ and Principal Accounting
Officer)
*/s/ Dean A. Phillips President and Director July 20, 2000
______________________________________
Dean A. Phillips
*/s/ Nicholas Donatiello, Jr. Director July 20, 2000
______________________________________
Nicholas Donatiello, Jr.
*/s/ Esther Dyson Director July 20, 2000
______________________________________
Esther Dyson
*/s/ William R. Hambrecht Director July 20, 2000
______________________________________
William R. Hambrecht
</TABLE>
/s/ John A. Phillips
*By: __________________________
John A. Phillips
Attorney-in-Fact
II-5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
*1.1 Form of Underwriting Agreement.
+3.1 Form of Amended and Restated Certificate of Incorporation of Aristotle
International, Inc.
+3.2 Form of Amended and Restated Bylaws of Aristotle International, Inc.
4.1 Form of Stock Certificate.
+4.2 Aristotle Publishing, Inc., Investors' Rights Agreement, dated as of
September 17, 1999, by and among the registrant and the parties who
are signatories thereto.
+4.3 Agreement and Notice of Conversion.
*5.1 Opinion of Pillsbury Madison & Sutro LLP.
+10.1 Registrant's 1999 Stock Option Plan.
+10.2 Form of Registrant's 2000 Omnibus Equity Incentive Plan.
+10.3 Employment and Stock Repurchase Agreement, dated as of September 17,
1999, by and between the registrant and John A. Phillips.
+10.4 Employment and Stock Repurchase Agreement, dated as of September 17,
1999, by and between the registrant and Dean A. Phillips.
+10.5 Letter Agreement, dated as of October 6, 1999, by and between the
registrant and Rob Christ.
+10.6 Letter Agreement, dated as of November 2, 1999, by and between the
registrant and Blair Richardson.
+10.7 Letter Agreement, dated as of May 25, 1995 by and between the
registrant and Gordon N. Nahlik [Stoll].
+10.8 Form of Directors and Officers' Indemnification Agreement.
+10.9 Agreement, dated as of February 9, 1998, between the registrant and
Central Address Systems, Inc.
+10.10 Lease Agreement, dated as of September 28, 1999, between the
registrant and Colleen Brent, Leland Dobbs and Barrett G. Levine.
+10.11 Office Lease Agreement, dated as of January 15, 2000, between the
registrant and Council on American-Islamic Relations.
+10.12 Lease Agreement, dated September 30, 1996, between the registrant and
Sidney S. Zlotnick and Renee Z. Kraft.
+10.13 Form of Proprietary Information and Inventions Agreement.
+10.14 Form of Registrant's 2000 Employee Stock Purchase Plan.
+10.15 Form of Charter of the Aristotle International, Inc. Audit Committee.
+10.16 Form of Charter of the Aristotle International, Inc. Compensation
Committee.
+10.17 License Agreement, dated February 2, 2000, between the registrant and
National Homemovers Database Limited.
10.18 Joint Marketing and Development Agreement, dated June 29, 2000,
between the registrant and VeriSign, Inc.
10.19 MatchLogic Master Services Agreement, dated June 30, 2000, between the
registrant and MatchLogic, Inc.
*23.1 Consent of KPMG LLP, Independent Auditors.
*23.2 Consent of Keller Bruner & Company, LLP.
*23.3 Consent of Pillsbury Madison & Sutro LLP (contained in their opinion
filed as Exhibit 5.1).
+24.1 Power of attorney (reference is made to Page II-4).
+27.1 Financial Data Schedule for Aristotle International, Inc.
</TABLE>
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* To be filed by amendment
+ Previously filed
