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): April 28,
2000
AMERICAN EDUCATIONAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-16310 84-1012129
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(State or other (Commission file number) (Employer Identification
Incorporation) No.)
6550 Gunpark Drive, Suite 200, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 527-3230
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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On April 28, 2000, Registrant committed to acquire all
exercisable stock options previously granted to four senior
managers of Registrant at a price per share, in cash, of
$9.25 (the last trade of Registrant's Common Stock on NASDAQ
prior to April 28, 2000) less the exercise price of the
respective options. The four managers whose stock options
are subject to such commitment and the number of such
options are: Michael J. Anderson (11,000), Thomas C.
Halblieb (15,200), Frank L. Jennings (14,000) and Clifford
C. Thygesen (37,400), for aggregate consideration to such
managers, net of exercise price, of $213,624; any such
acquisitions would be made only upon the request of such
managers subsequent to August 15, 2000. The commitment by
Registrant was made as a result of the change in control of
Registrant reported in Registrant's Form 8K dated April 24,
2000. The four managers have indicated to Registrant their
intention to remain as managers of Registrant for the
foreseeable future.
Based upon information provided to Registrant, on April
28, 2000, G.C. Associates Holdings Corp. ("GC") committed to
purchase from such managers (and only upon the request of
such managers subsequent to August 15, 2000) an aggregate of
46,709 shares of Registrant's Common Stock at $9.25 per
share, in cash. The managers whose shares are subject to
GC's commitment and the number of such shares are: Michael
J. Anderson (2,000), Thomas C. Halblieb (3,850), Frank L.
Jennings (13,059) and Clifford C. Thygesen (27,800). Based
upon information provided to Registrant, it is expected that
funds for any such purchases would be derived from GC's
working capital. Based upon information provided to
Registrant, because such shares would be acquired by GC only
upon the request of such managers, GC has not reported such
shares as representing an increase in GC's majority share
ownership stake in Registrant, which remains at 656,661
shares of Common Stock (constituting 60.7% of the
outstanding voting stock), together with 279,840 Common
Stock Purchase Warrants (which, together with the Common
Stock ownership of GC would constitute, if exercised, 68.8%
of the outstanding shares of Common Stock of Registrant).
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
AMERICAN EDUCATIONAL PRODUCTS, INC.
Dated: May 4, 2000 By: /s/ Clifford C. Thygesen
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Clifford C. Thygesen, President
