<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE ARISTOTLE CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------
(State or other jurisdiction of incorporation or organization)
06-1165854
------------------------
(I.R.S. Employer
Identification No.)
78 Olive Street, New Haven, Connecticut 06511
(203) 867-4090
-----------------------------------------------
(Address, including zip code,
and telephone number, including area code,
of registrant's principal executive offices)
John J. Crawford
President and Chairman of the Board
The Aristotle Corporation
78 Olive Street
New Haven, CT 06511
(203) 867-4090
---------------------------------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Stanford N. Goldman, Jr., Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
_____________________________
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 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.[ ]
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to be Amount to be price per offering registration
registered registered share (1) price (1) fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 258,681 $4.844 $1,253,050.70 $369.65
value $.01 per share
</TABLE>
- ------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock as reported on
the Nasdaq SmallCap Stock Market on December 4, 1997.
_____________________________
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
THE ARISTOTLE CORPORATION
258,681 Shares of Common Stock
(Par Value $.01 Per Share)
-----------------------
The Aristotle Corporation, a Delaware corporation (the "Company" or
"Aristotle"), is a holding company for its subsidiary, Aristotle Sub, Inc.
("ASI"). ASI is a holding company for The Strouse, Adler Company ("Strouse").
Strouse designs, manufactures and markets women's intimate apparel. Unless the
context indicates otherwise, references herein to the "Company" include
Aristotle, ASI and Strouse.
The 258,681 shares of Common Stock of Aristotle offered hereby may be sold
by the selling stockholders identified herein (the "Selling Stockholders").
Such offers and sales may be made on one or more exchanges, in the over-the-
counter market, or otherwise, at prices and on terms then prevailing, or at
prices related to the then-current market price, or in negotiated transactions,
or by underwriters pursuant to an underwriting agreement in customary form, or
in a combination of any such methods of sale. The Selling Stockholders may also
sell such shares in accordance with Rule 144 under the Securities Act of 1933,
as amended (the "1933 Act"). Certain of the shares offered hereby may be
acquired by the Selling Stockholders upon exercise of warrants (the "Strouse
Warrants") which were issued to certain of the Selling Stockholders as former
stockholders of Strouse (the "Strouse Selling Stockholders") in connection with
Aristotle's acquisition of Strouse in April 1994 (the "1994 Acquisition"). The
remainder of the shares offered hereby were issued from time to time to the
Selling Stockholders who are Directors of Aristotle (the "Director Selling
Stockholders") in consideration for their services as members of Aristotle's
Board of Directors. The Selling Stockholders are identified and certain
information with respect to them is provided under the caption "Selling
Stockholders". The expenses of the registration of the securities offered
hereby, including fees of counsel for the Company, will be paid by the Company.
The following expenses will be borne by the Selling Stockholders: underwriting
discounts, fees and commissions, if any, and the fees and expenses of legal
counsel, if any, for the Selling Stockholders. The filing by the Company of
this Prospectus in accordance with the requirements of Form S-3 is not an
admission that any person whose shares are included herein is an "affiliate" of
the Company.
The Selling Stockholders have advised the Company that they have not
engaged any person as an underwriter or selling agent for any of such shares,
but they may in the future elect to do so, and they will be responsible for
paying such a person or persons customary compensation for so acting. The
Selling Stockholders and any broker executing selling orders on behalf of any
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the 1933 Act, in which event commissions received by any such broker may be
deemed to be underwriting commissions under the 1933 Act. The Company will not
receive any of the proceeds from the sale of the securities offered hereby.
Aristotle's Common Stock is listed on the Nasdaq SmallCap Stock Market
("Nasdaq") under the symbol ARTL. On December 9, 1997, the closing sale price of
the Common Stock, as reported on Nasdaq, was $4.875 per share.
-----------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
No person is authorized in connection with any offering made hereby to give
any information or to make any representations other than as contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus is not
an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
-----------------------
The date of this Prospectus is December 10, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to certain informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024 of the Commission's office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, and at its regional
offices located at 7 World Trade Center, Suite 1300, New York, NY 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies
of such reports, proxy statements and other information can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, DC 20549 at prescribed rates. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov. Additional
updating information with respect to the securities covered herein may be
provided in the future to purchasers by means of appendices to this Prospectus.
The Company has filed with the Commission in Washington, DC a registration
statement (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the 1933 Act with respect to the securities
offered or to be offered hereby. This Prospectus does not contain all of the
information included in the Registration Statement, certain items of which are
omitted in accordance with the rules and regulations of the Commission. For
further information about the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto.
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of such person, a copy of any
document incorporated herein by reference, excluding exhibits. Requests should
be made to The Aristotle Corporation, 78 Olive Street, New Haven, CT 06511,
telephone (203) 867-4090 and directed to the attention of Mr. Paul McDonald,
Chief Financial Officer and Secretary.
<PAGE>
TABLE OF CONTENTS
PAGE
RISK FACTORS............................................ 3
SELLING STOCKHOLDERS.................................... 6
PLAN OF DISTRIBUTION.................................... 7
LEGALITY OF COMMON STOCK................................ 8
EXPERTS................................................. 8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE....... 8
2
<PAGE>
RISK FACTORS
An investment in the shares being offered by this Prospectus involves a high
degree of risk. In addition to the other information contained in this
Prospectus or incorporated herein by reference, prospective investors should
carefully consider the following risk factors before purchasing the shares
offered hereby. This Prospectus contains and incorporates by reference forward-
looking statements within the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Reference is made in particular to the
discussion set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report on Form 10-
K for the fiscal year ended June 30, 1997 (the "Form 10-K") and the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
(collectively, the "MD&A Sections"), and under "Business" in the Form 10-K,
incorporated in this Prospectus by reference. Such statements are based on
current expectations that involve a number of uncertainties including those set
forth in the risk factors below. Actual results could differ materially from
those projected in the forward-looking statements.
FINANCIAL CONDITION AND FLUCTUATIONS IN INCOME. The Company had net income of
$208,000, $13,000 and $1,468,000 for three months ended September 30, 1997 and
its fiscal years ended June 30, 1997 and 1996, respectively, and had net losses
of $898,000 for its fiscal year ended June 30, 1995. The Company had operating
income of $429,000, $776,000 and $626,000 for the three months ended September
30, 1997 and its fiscal years ended June 30, 1997 and 1996, respectively, and
had operating losses of $227,000 for its fiscal year ended June 30, 1995.
Although the Company was profitable during the three months ended September 30,
1997, and for fiscal year 1997 and fiscal year 1996, there can be no assurance
that the Company will be able to sustain its profitability. The Company has
experienced and may experience in the future significant fluctuations in its
operating results due to a variety of factors, including the cancellation or
rescheduling of shipments by customers, and production difficulties which may
delay shipments. In addition, the Company is responding to market conditions
with an increased focus on new products, expanded distribution and increases in
production levels. However, there can be no assurance that the Company will
succeed in developing new products which will increase sales and earnings of the
Company. See the MD&A Sections.
DEPENDENCE ON UNAFFILIATED MANUFACTURERS. Although the Company conducts some
manufacturing operations, consisting primarily of cutting, sewing (approximately
2% of sewing) and packaging, at its facility in New Haven Connecticut,
substantially all other manufacturing of the Company's products is subcontracted
to independent contractors in the Caribbean (in the Dominican Republic and
Jamaica) and Colombia. The inability of a manufacturer to ship products which
meet the Company's quality standards in a timely manner has caused and could
continue to cause the Company to miss the delivery date requirements of
customers for those products. The Company's failure to deliver products to its
customers in a timely manner has and could in the future result in cancellation
of orders, refusal to accept deliveries, and/or a reduction in sales prices,
which could have an adverse effect on the Company's financial condition and
results of operations.
DEPENDENCE ON OVERSEAS MANUFACTURERS. Approximately 98% of the Company's
products are manufactured and sewn in the Caribbean and Columbia, with
approximately 66%, 21% and 11% of the Company's products manufactured and sewn
in the Dominican Republic, Jamaica and Colombia, respectively. Accordingly,
the Company's operations may be adversely affected by political instability or
other factors which may occur from time to time in the Dominican Republic,
Colombia, Jamaica or elsewhere in the Caribbean. This concentration of
subcontractors in the Caribbean could also expose the Company to abnormal
production cost increases. Although the Company continues to seek to develop
multiple sources of manufacturing, there can be no assurance that such sources
will be developed or that the Company's manufacturing operations and costs will
not be adversely affected by such concentration. In September 1997, the Company
entered into an amended agreement with its Jamaican subcontractor, Maggie
Manufacturing Company, Ltd., which provides for a lease of the subcontractor's
manufacturing facility in Jamaica until January 1, 1999 and an option to
purchase the facility during the lease period. Although the Company believes
that the lease agreement will provide capacity needed to support future growth,
only 25% of the Company's products were manufactured and sewn in this facility
in fiscal 1997. To the extent that the Company does not have long-term
contracts with manufacturers of its products, the Company's ability to meet its
customers requirements in a timely manner may be adversely affected.
COMPETITIVE NATURE OF APPAREL INDUSTRY. The women's intimate apparel industry
is highly competitive and subject to rapidly changing consumer demands and
preferences. Recently, the Company has experienced increased penetration of
certain market segments in which it competes as well as increased competition.
The Company's success depends in part on its ability to anticipate and respond
to demands and fashion trends in a timely manner. The Company's failure to
identify and respond appropriately to changing consumer demands and fashion
trends could have a material adverse effect on the Company's financial condition
and results of operations. The
3
<PAGE>
Company's products compete for customers with a number of other manufacturers of
well-known brands of specialty brassieres and women's shapewear. With respect to
specialty brassieres, the Company's primary competition is from the True Form,
Carnival, Playtex and Bali lines of specialty brassieres; with respect to
shapewear, the Company competes primarily with the Olga, Vanity Fair, True Form,
Playtex and Bali lines of shapewear. The principal competitive factors in the
intimate apparel market are quality, price, fit and design of products,
engineering, customer and brand loyalty, and customer service, including
maintenance of sufficient inventories for timely delivery. Many of the Company's
competitors have greater financial, technical, manufacturing, marketing,
distribution and/or other resources than the Company, and are therefore able to
expend more resources than the Company in areas of marketing and product
development. Increased competition by existing and future competitors has
resulted and could continue to result in reductions in sales or prices for the
Company's products and could have a material adverse effect on the Company's
financial condition and results of operations. In addition, the apparel industry
historically has been subject to substantial cyclical variations, and a
recession in the general economy or uncertainties regarding future economic
prospects that affect consumer spending habits could have a material adverse
effect on the Company's financial condition and results of operations.
APPAREL INDUSTRY TREND TOWARDS CONSOLIDATION. The Company believes that
competition in the apparel industry has been exacerbated by consolidations of
retailers into larger entities during the past few years. In addition,
retailers have attempted to consolidate purchases of their products by reducing
their number of suppliers. In the future, the Company's customers may
consolidate, undergo restructuring or reorganizations, or realign these
affiliations, any of which could decrease the number of stores that carry the
Company's products or increase ownership concentration within the retail
industry. Although it is unclear at this time what effect this trend towards
consolidation will have on the Company, this trend could have a material adverse
effect on the Company's financial condition and results of operations.
DEPENDENCE ON MAJOR CUSTOMERS. The Company is dependent on several customers
for a significant portion of its net sales. In fiscal 1997, three of the
Company's customers accounted for 40% of total net sales for the year. If any
one of these three customers discontinued or substantially reduced its purchases
of the Company's products, the Company's financial condition and results of
operations could be adversely affected. The Company has no long-term
commitments or long-term contracts with any of its customers.
DEPENDENCE ON KEY PERSONNEL. The Company's success is largely dependent upon
the personal efforts and abilities of its senior management, particularly John
J. Crawford, President, Chief Executive Officer and Chairman of the Board of the
Company, Alfred A. Kniberg, President and Chief Operating Officer of Strouse,
Paul McDonald, Chief Financial Officer and Secretary of the Company and Strouse,
Joyce I. Baran, Vice President, Merchandising and Design of Strouse, and Barry
Topf, Vice President of Manufacturing of Strouse. The Company believes that the
loss of the services of any of these key personnel could have an adverse effect
on the Company's business and its future operations. In April 1994, the Company
entered five year employment agreements with Messrs. Kniberg and McDonald and
Ms. Baran.
LEVERAGE AND FINANCIAL COVENANTS. Under the terms of the Company's credit
facilities with Bank of Boston Connecticut ("Bank of Boston"), Strouse must
maintain certain financial ratios and satisfy certain covenants. Borrowings
under the credit facilities are collateralized by substantially all of the
assets of Strouse and are guaranteed by Aristotle and ASI, with each guaranty
limited to $2,000,000. Such restrictions affect, and in many respects limit or
prohibit, among other things, the ability of the Company to incur additional
indebtedness, create liens, sell assets, engage in mergers or acquisitions, make
capital expenditures and pay dividends. The Company's leverage, together with
the restrictions on the Company's business imposed by the financial ratios and
restrictive covenants contained in the credit agreement with Bank of Boston, may
adversely affect the Company's ability to respond to changing business and
economic conditions and may impose a restraint on the Company's ability to grow
in the future.
POSSIBLE ADDITIONAL FINANCING REQUIREMENTS AND ACCESS TO CAPITAL FUNDING. In
connection with the 1994 Acquisition, the Company granted to the Strouse Selling
Stockholders the right to require ASI to repurchase shares of ASI preferred
stock issued to the Strouse Selling Stockholders if the Strouse Selling
Stockholders did not exercise their Strouse Warrants (the "Put Right").
Currently, pursuant to the Put Right, 40,249 shares of ASI preferred stock may
be put to ASI beginning on January 1, 1999 and 40,250 shares of ASI preferred
stock may be put to ASI beginning on January 1, 2000. The shares of ASI
preferred stock may be put to ASI earlier in the event of certain acceleration
events. In addition, the Company has agreed to redeem 78,072 shares of ASI
preferred stock held by the Strouse Selling Stockholders on January 1, 1998 (the
"Redemption Right"). The repurchase price under the Put Right and the
Redemption Right is $10.00 per share plus any accrued but unpaid dividends. Any
default in the payments due to the Strouse Selling Stockholders under the Put
Right could create a Partial Unwinding of the 1994 Acquisition. See "Partial
Unwinding."
4
<PAGE>
On October 22, 1997, the Company and Geneve Corporation ("Geneve") entered into
a Preferred Stock Purchase Agreement (the "Preferred Stock Purchase Agreement").
The Preferred Stock Purchase Agreement provides for the purchase by Geneve of
approximately 489,131 shares of Aristotle's Series E Convertible Preferred
Stock, $.01 par value (the "Series E Preferred Stock"), for an aggregate
purchase price of approximately $2,250,000, or a per share price of $4.60,
representing approximately 30% of the issued and outstanding capital stock of
Aristotle. The Company has granted to Geneve the right to require the Company
to repurchase shares of the Series E Preferred Stock at anytime after the
earlier of December 31, 2001 or upon the occurrence of certain acceleration
events (the "Geneve Put Right"). The Preferred Stock Purchase Agreement also
provides for the redemption of the Series E Preferred Stock at the option of the
Company on or after December 31, 2001 as well as the mandatory redemption of the
Series E Preferred Stock on December 31, 2007 (the "Geneve Redemption Right").
The repurchase price under the Geneve Put Right and the Geneve Redemption Right
is $4.60 per share, subject to adjustment for certain recapitalization events,
plus any accrued but unpaid dividends. See "Control by Existing Stockholders."
In order to meet its projected capital requirements and commitments to the
Strouse Selling Stockholders and to Geneve, the Company may be required to raise
new equity capital or obtain additional financing, or both. There can be no
assurance that the Company would be able to raise new equity capital or obtain
additional financing. In the event that adequate funds are not available, the
Company's business, results of operations and financial condition would be
materially, adversely affected. See the MD&A Sections.
CHALLENGES OF MANUFACTURING PRODUCTS. The design and manufacture of specialty
brassieres and women's shapewear are complex, requiring specialized and
sophisticated machinery and tools. The complex design and manufacturing process
results in higher per unit cost and lower volume of products being produced, as
compared to the design and manufacture of simpler garments. These factors could
impair the profitability of the Company's operations.
PROTECTION OF TRADEMARKS. The Company believes that its trademarks and other
proprietary rights are important to its success and its competitive position.
The Company distributes its products under several brand names, including
Smoothie(R), Slimlook(R), Fleur de Lace(R), Smooth Advantage(R),
Sophistique(R), Waist Eliminator(R) and Does What Your Diet Doesn't(R). Its
core brand name, Smoothie(R), is 42 years old. Although the Company attempts to
protect is trademarks, there can be no assurance that actions taken by the
Company to establish and protect its trademarks and other proprietary rights
will be adequate to prevent imitation of its products by others or to prevent
others from seeking to block sales of the Company's products as being in
violation of the trademarks or proprietary rights of others.
PARTIAL UNWINDING. The capital contribution agreement entered with the Strouse
Selling Stockholders (the "Capital Contribution Agreement") provides that if, at
any time during the five years after the closing of the 1994 Acquisition, the
net worth of the Company (including any investment of Aristotle in ASI and
Strouse but excluding the assets or liabilities of ASI and Strouse and excluding
any losses incurred by Strouse or ASI and the effect of any write-down of
Aristotle's capital investment in ASI or Strouse) is less than $1 million, then
the holders of ASI preferred stock issued in connection with the 1994
Acquisition have the right to compel a partial unwinding ("Partial Unwinding")
of the 1994 Acquisition, which would result in the return by ASI of 59% of the
outstanding shares of Strouse common stock, but only if the holders
participating in the Partial Unwinding return and/or pay to ASI an amount of ASI
preferred stock, Common Stock for which the ASI preferred stock was exchanged
(unless it was previously sold) and cash, which, taken together, have the
aggregate value of $2,100,000. In addition, the pledge agreement between ASI and
the Strouse Selling Stockholders (the "Pledge Agreement") provides that, if: (i)
the Company fails to perform certain of its obligations under the Capital
Contribution Agreement or the Pledge Agreement; (ii) a Partial Unwinding occurs;
or (iii) the Company is dissolved or bankruptcy or insolvency proceedings are
commenced with respect to the Company, then the Strouse Selling Stockholders
will have the right to repossess and sell such 59% of Strouse and to receive up
to $700,000 pledged to secure the Company's obligations. Strouse also granted a
security interest in all of its assets to the Strouse Selling Stockholders to
secure the foregoing obligations, which security interest is subordinate to the
security interest held by Bank of Boston. In any of such events, the Company may
lose control of, and most of the benefits of ownership of, Strouse. In either of
such events, the Company may also be left without any operating business to
conduct.
CONTROL BY EXISTING STOCKHOLDERS. Following the consummation of the
transactions contemplated in the Preferred Stock Purchase Agreement, Geneve and
certain of its affiliates will beneficially own all of the issued and
outstanding shares of the Series E Preferred Stock, representing approximately
30% of the issued and outstanding capital stock of Aristotle. The Series E
Preferred Stock has one vote per share, with respect to matters other than the
election of directors and auditors, and is convertible into Common Stock at a
conversion price of $4.60, subject to adjustment for certain dilutive issuances
of the Company's capital stock. In addition, pursuant to the terms of the
Preferred Stock Purchase Agreement, Geneve shall have the right to designate two
nominees for election to the
5
<PAGE>
Board of Directors of Aristotle for so long as Geneve or its affiliates hold all
of the issued and outstanding shares of the Series E Preferred Stock or not less
than 30% of the issued and outstanding voting securities of Aristotle.
Accordingly, Geneve and its affiliates collectively may have the ability to
affect the composition of the Company's Board of Directors and to determine the
outcome of certain corporate actions requiring stockholder approval, including
the merger of the Company with or into another company, a sale of substantially
all of the Company's assets and amendments to the Company's Certificate of
Incorporation.
ABSENCE OF DIVIDENDS. The Company has not, in recent years, paid dividends
with respect to its Common Stock, and it is unlikely that the Company will pay
any dividends with respect to its Common Stock in the foreseeable future. As a
holding company, the Company's ability to pay dividends is dependent upon
receipt of dividends and other payments from its subsidiaries. The Company's
credit agreement with Bank of Boston restricts the amount of dividends that
Strouse can pay to ASI or Aristotle.
ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's charter
documents, such as the authorization of "blank check" preferred stock,
restrictions on certain transfers of Common Stock and election of a classified
board of directors to staggered three year terms, could have the effect of
discouraging certain attempts to acquire the Company or remove directors even if
some of the Company's stockholders deem such an attempt to be in the Company's
and their best interest. Management and the affiliates of the Company may be
deemed to have effective control of the Company which may give management and
such affiliates the ability to influence the election of directors and other
stockholder actions.
SELLING STOCKHOLDERS
The shares offered hereby by the Strouse Selling Stockholders are issuable
upon exercise of the Strouse Warrants acquired by the Strouse Selling
Stockholders in connection with the 1994 Acquisition which allow the Strouse
Selling Stockholders to convert (i) an aggregate of 80,499 shares of ASI
preferred stock into 134,163 shares of the Company's Common Stock and (ii) an
aggregate of 68,632 shares of ASI common stock into 68,632 shares of the
Company's Common Stock. The Company has registered the shares offered hereby by
the Strouse Selling Stockholders pursuant to terms of a registration rights
agreement, as amended (filed as Exhibit 4.8 to the Registration Statement),
entered in connection with the 1994 Acquisition. The shares offered hereby by
the Director Selling Stockholders aggregating 55,886 shares were issued to the
Director Selling Stockholders in consideration for their services as members of
Aristotle's Board of Directors. There can be no assurance that the Selling
Stockholders will sell any or all of the shares of Common Stock offered
hereunder. The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of October 31, 1997
(including shares of Common Stock issuable upon exercise of the Strouse
Warrants) and as adjusted to reflect the sale of the Common Stock offered hereby
by each Selling Stockholder.
<TABLE>
<CAPTION>
Shares Number of
Owned Prior to Shares Being Shares Owned After Offering
Selling Stockholder Offering(1) (2) Offered(3) Number Percent
- ------------------- --------------- ------------ ---------------------------
<S> <C> <C> <C> <C>
Howell Resource Partners 24,446 107,779 0 -
Alfred A. Kniberg 18,832 41,527 0 -
Richard Sheldon 4,590 4,590 0 -
Paul McDonald 6,587 16,090 0 -
J.M. Scott Inc., Custodian 810 810 0 -
f/b/o Paul McDonald
Graeme M. Caulfield 7,312 15,005 0 -
C. David Goldman 1,147 5,180 0 -
Louis Musante 1,147 5,180 0 -
Joyce Baran 3,302 6,175 0 -
John Peterson 459 459 0 -
John J. Crawford 76,327(4) 17,432 58,895(4) 5.21%
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Barry R. Banducci 10,344 5,228 5,116(5) *
Mary Jane Burt 7,059(6) 3,543 3,516(6) *
Robert L. Fiscus 11,644(7) 5,228 6,416(7) *
Betsy Henley-Cohn 32,684(8) 5,228 27,456(8) 2.49%
Marcus R. McCraven 5,797(9) 3,543 2,254(9) *
Daniel J. Miglio 11,444(10) 5,228 6,216(10) *
Sharon M. Oster 12,264(11) 5,228 7,036(11) *
John C. Warfel 8,737(12) 5,228 3,509(12) *
</TABLE>
- ------------
* Indicates ownership of less than 1% of the Common Stock
(1) The persons named in this table have sole voting and investment control
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to the information contained in the footnotes to this table.
(2) Does not include an aggregate of 67,081 shares of Common Stock purchasable
upon exercise of Strouse Warrants which become exercisable on January 1,
1999 and 67,082 shares of Common Stock purchasable upon exercise of Strouse
Warrants which become exercisable on January 1, 2000.
(3) Assumes that all of the Strouse Warrants are exercised.
(4) Includes 34,197 shares held by Mr. Crawford directly; 5,000 shares held in
trust for which Mr. Crawford serves as custodian with power to vote the
shares; 4,580 shares held in his wife's name; 50 shares held in the name of
his daughter; and 32,500 shares issuable upon exercise of stock options,
which are currently exercisable.
(5) Includes 3,458 shares issuable upon exercise of stock options, which are
currently exercisable.
(6) Includes 1,437 shares issuable upon exercise of stock options, which are
currently exercisable.
(7) Includes 3,937 shares issuable upon exercise of stock options, which are
currently exercisable.
(8) Includes 6,886 shares held by Ms. Henley-Cohn directly; 14,340 shares held
in trusts in which Ms. Henley-Cohn has the power to vote the shares; 8,000
shares held equally by Ms. Henley-Cohn's son and daughter, 5,000 of which
are disclosed in footnote 4 above as part of Mr. Crawford's shares held in
trust for which Mr. Crawford serves as custodian with power to vote the
shares; and 3,458 shares issuable upon exercise of stock options, which are
currently exercisable.
(9) Includes 5,786 shares held by Mr. McCraven directly and 11 shares held in
his wife's name.
(10) Includes 3,937 shares issuable upon exercise of stock options, which are
currently exercisable.
(11) Includes 3,937 shares issuable upon exercise of stock options, which are
currently exercisable. Excludes 22,900 shares held by Ms. Oster's husband
in his own name, as to which Ms. Oster disclaims beneficial ownership.
(12) Includes 2,979 shares issuable upon exercise of stock options, which are
currently exercisable.
PLAN OF DISTRIBUTION
The 258,681 shares of Common Stock of the Company offered hereby may be
offered and sold from time to time by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest. Such offers and sales may
be made from time to time on one or more exchanges or in the over-the-counter
market, or otherwise,
7
<PAGE>
at prices and on terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account; (c) an exchange distribution in accordance with the rules of such
exchange; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (e) privately negotiated transactions; and (f) a
combination of any such methods of sale. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from
Selling Stockholders or from the purchasers in amounts to be negotiated
immediately prior to the sale. The Selling Stockholders may also sell such
shares in accordance with Rule 144 under the 1933 Act.
The Company has agreed to use its best efforts to maintain the effectiveness
of the registration of the shares being offered hereunder by the Strouse Selling
Stockholders until the earlier of the date upon which all of the shares of
Common Stock offered hereby have been sold or April 11, 2001. The Company does
not have an agreement with the Director Selling Stockholders to maintain the
effectiveness of the registration of the shares being offered hereby by the
Director Selling Stockholders for any particular period of time.
The Selling Stockholders and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the 1933 Act. There can be no
assurance that the Selling Stockholders will sell any or all of the shares of
Common Stock offered hereunder.
All proceeds from any such sales will be the property of the Selling
Stockholders who will bear the expense of underwriting discounts, fees and
commissions, if any, and their own legal fees and expenses.
LEGALITY OF COMMON STOCK
The validity of the issuance of the shares of Common Stock offered hereby is
being passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., Boston, Massachusetts.
EXPERTS
The audited financial statements and schedules incorporated by reference in
the prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, filed pursuant to Section 13 or 15(d) of the 1934 Act (File Number 0-
14669).
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997, filed pursuant to Section 13 or 15(d) of the 1934 Act
(File Number 0-14669).
(c) The description of the Company's capital stock contained in the Company's
registration statement on Form 8-A under the 1934 Act (File No. 0-14669),
including amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities covered by this Prospectus have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
8
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
The following expenses incurred in connection with the sale of the securities
being registered will be borne by the Registrant. Other than the registration
fee, the amounts stated are estimates.
Registration Fee $ 369.65
---------
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 10,000.00
Miscellaneous 5,000.00
TOTAL $30,369.65
=========
The Selling Stockholders will bear the expense of their own legal counsel and
miscellaneous fees and expenses, if any.
Item 15. Indemnification of Officers and Directors
- ---------------------------------------------------
The General Corporation Law of the State of Delaware and the Registrant's
Amended and Restated Bylaws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. Reference is made to Article IX of the
Registrant's Amended and Restated Bylaws incorporated herein by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File Number 0-14669).
The Registration Rights Agreement dated as of April 11, 1994, filed as Exhibit
4.8 hereto provides for indemnification by the Registrant of certain of the
Selling Stockholders against certain liabilities under the 1933 Act, the 1934
Act, state securities laws or otherwise, and provides for indemnification by
certain of the Selling Stockholders of the Registrant and its directors, its
officers and certain control persons against certain liabilities under the 1933
Act, the 1934 Act, state securities laws, or otherwise.
Item 16. Exhibits
- ------------------
Exhibit
Number Description
- ------- -----------
4.1 Restated Certificate of Incorporation of The Aristotle
Corporation, incorporated herein by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File Number 0-14669)
4.2 Certificate of Designation, Preferences and Right of Series A,
B, C and D Preferred Stock of the Registrant, incorporated herein
by reference to Exhibit 4.3 to the Registrant's Current Report on
Form 8-K dated April 14, 1994, as amended (the "1994 Current
Report") (File Number 0-14669)
4.3 Certificate of Powers, Designations, Preferences and Relative,
Participating, Optional and other Special Rights of the Series E
Convertible Preferred Stock of the Registrant, incorporated
herein by reference to Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 (the
"Form 10-Q") (File Number 0-14669)
4.4 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1997
(File Number 0-14669)
4.5 Amended and Restated Certificate of Incorporation of Aristotle
Sub, Inc. (filed October 31, 1997), incorporated herein by
reference to Exhibit 4.2 to the Registrant's Form 10-Q (File
Number 0-14669)
II-1
<PAGE>
4.6 Form of Stock Purchase Warrant Series A of the Registrant dated
as of April 11, 1994, incorporated herein by reference to Exhibit
2.10 of the 1994 Current Report (File Number 0-14669)
4.7 Form of Stock Purchase Warrant Series B of the Registrant dated
as of April 11, 1994, incorporated herein by reference to Exhibit
2.11 of the 1994 Current Report (File Number 0-14669)
4.8 Registration Rights Agreement dated as of April 11, 1994
between the Registrant and the shareholders listed on Exhibit A
thereto
4.9 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 Form 10-Q
(File Number 0-14669)
4.10 Letter Agreement dated as of September 15, 1997 among
The Artistotle Corporation, Aristotle Sub, Inc. and certain
stockholders, incorporated herein by reference to Exhibit 10.7 to
the Form 10-Q (File Number 0-14669)
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5)
24 Power of Attorney (filed in Part II of this Registration
Statement)
Item 17. Undertakings
- ----------------------
A. Rule 415 Offering
-----------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment 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-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) that is incorporated by reference in the
Registration Statement 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.
C. Request for Acceleration of Effective Date or Filing of Registration
--------------------------------------------------------------------
Statement on Form S-8
---------------------
Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New Haven, Connecticut on December 8, 1997.
THE ARISTOTLE CORPORATION
By: /s/ John J. Crawford
-----------------------------
John J. Crawford
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John J. Crawford and Paul McDonald or any of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this registration statement (or
any other registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended), and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their or his
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John J. Crawford President, Chief December 8, 1997
----------------------------- Executive Officer,
John J. Crawford Chairman of the Board
and Director (principal
executive officer)
/s/ Paul McDonald Chief Financial Officer December 8, 1997
----------------------------- and Secretary
Paul McDonald (principal financial and
accounting officer)
/s/ Barry R. Banducci Director December 8, 1997
-----------------------------
Barry R. Banducci
/s/ Robert L. Fiscus Director December 8, 1997
-----------------------------
Robert L. Fiscus
/s/ Betsy Henley-Cohn Director December 8, 1997
-----------------------------
Betsy Henley-Cohn
/s/ Alfred A. Kniberg Director December 8, 1997
-----------------------------
Alfred A. Kniberg
II-4
<PAGE>
/s/ Daniel J. Miglio Director December 8, 1997
-----------------------------
Daniel J. Miglio
Director December 8, 1997
-----------------------------
Sharon M. Oster
/s/ John C. Warfel Director December 8, 1997
-----------------------------
John C. Warfel
II-5
<PAGE>
THE ARISTOTLE CORPORATION
-------------------------
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
Exhibit
Number Description
- ------- -----------
4.1 Restated Certificate of Incorporation of The Aristotle
Corporation, incorporated herein by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File Number 0-14669)
4.2 Certificate of Designation, Preferences and Right of Series A,
B, C and D Preferred Stock of the Registrant, incorporated herein
by reference to Exhibit 4.3 to the Registrant's Current Report on
Form 8-K dated April 14, 1994, as amended (the "1994 Current
Report") (File Number 0-14669)
4.3 Certificate of Powers, Designations, Preferences and Relative,
Participating, Optional and other Special Rights of the Series E
Convertible Preferred Stock of the Registrant, incorporated
herein by reference to Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 (the
"Form 10-Q") (File Number 0-14669)
4.4 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1997
(File Number 0-14669)
4.5 Amended and Restated Certificate of Incorporation of Aristotle
Sub, Inc. (filed October 31, 1997), incorporated herein by
reference to Exhibit 4.2 to the Registrant's Form 10-Q (File
Number 0-14669)
4.6 Form of Stock Purchase Warrant Series A of the Registrant dated
as of April 11, 1994, incorporated herein by reference to Exhibit
2.10 of the 1994 Current Report (File Number 0-14669)
4.7 Form of Stock Purchase Warrant Series B of the Registrant dated
as of April 11, 1994, incorporated herein by reference to Exhibit
2.11 of the 1994 Current Report (File Number 0-14669)
4.8 Registration Rights Agreement dated as of April 11, 1994
between the Registrant and the shareholders listed on Exhibit A
thereto
4.9 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 Form 10-Q
(File Number 0-14669)
4.10 Letter Agreement dated as of September 15, 1997 among
The Artistotle Corporation, Aristotle Sub, Inc. and certain
stockholders, incorporated herein by reference to Exhibit 10.7 to
the Form 10-Q (File Number 0-14669)
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5)
24 Power of Attorney (filed in Part II of this Registration
Statement)
II-6
<PAGE>
EXHIBIT 4.8
THE ARISTOTLE CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into
as of the 11th day of April, 1994, by and among The Aristotle Corporation, a
Delaware corporation (the "Company"), and the holders of Company Stock Purchase
Warrants (the "Warrants") named as Shareholders in Exhibit A attached hereto
---------
(each a "Shareholder" and collectively the "Shareholders").
RECITALS
--------
WHEREAS, the Company, Aristotle Sub, Inc. ("NewCo"), a subsidiary of the
Company, the Shareholders and others entered into a Capital Contribution
Agreement dated as of November, 1993 (the "Capital Contribution Agreement"),
pursuant to which certain parties thereto agreed to contribute certain assets to
the capital of NewCo (the "Contribution"); and
WHEREAS, in connection with the Contribution, the Company has this day
issued the Warrants, pursuant to which the Shareholders may subscribe for and
purchase from the Company, for the Exercise Consideration, as defined in the
Warrants, Company Common Stock, par value $.01 per share (the "Common Stock");
and
WHEREAS, a condition of the Capital Contribution Agreement is that the
Company and the Shareholders enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Plan, the parties hereto mutually
agree as follows:
1. Registration Rights.
-------------------
1.1 Definitions.
-----------
(a) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933 (the "1933 Act")
and the declaration or ordering of effectiveness of such registration statement
or document;
(b) The term "Registrable Securities" means the shares of the Common Stock
issued or issuable upon exercise of the Warrants. As to any particular
Registrable Securities, such securities will
<PAGE>
cease to be Registrable Securities when: (1) they have been effectively
registered under the 1933 Act and disposed of in accordance with the
registration statement covering them; (2) they are transferred pursuant to Rule
144 (or any similar provision that is in force) under the 1933 Act; or (3) they
have been otherwise transferred and new certificates for them not bearing a
restrictive legend have been delivered by the Company;
(c) The number of shares of "Registrable Securities then outstanding"
shall be determined by adding the number of shares of Common Stock outstanding
as a result of the exercise of the Warrants and the number of shares of Common
Stock which are exercisable pursuant to the Warrants;
(d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities; and
(e) The terms "Form S-3", "Form S-4" and "Form S-8" mean such respective
forms under the 1933 Act as in effect on the date hereof or any successor
registration forms to Form S-3, Form S-4 and Form S-8, respectively, under the
1933 Act subsequently adopted by the Securities and Exchange Commission ("SEC"),
regardless of its designation.
1.2 Request for Registration.
------------------------
(a) Demand Rights. If the Company shall receive at any time after April
-------------
11, 1996, a written request from any Holder or Holders who own more than 50,000
shares of Newco Series A, B or C Preferred Stock or Common Stock in the
aggregate that the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities of such Holder or Holders, the Company will:
(i) promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holders; and
(ii) use its best efforts to effect, as soon as practicable, such
registration, qualification or compliance on Form S-3 as may be so requested and
as would permit or facilitate the sale and distribution of all the Registrable
Securities of all Holders, other than those Holders who have specified in a
written request given within 20 days after receipt of the written notice of the
registration from the Company (the "Non-participating Holders") not to be
included in the registration; provided, however, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant
to this Section 1.2: (A) if Form S-3 is not available for such offering by the
Holders; provided, however, that if Form S-3 is unavailable, the Company
2
<PAGE>
will use its best efforts to effect the registration under the 1933 Act on any
other form which is available as soon as practicable (subject to the limitation
provided in Section 1.2(c) hereof); or (B) if the Company shall furnish to the
Holders a certificate signed by the president of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration
on Form S-3 or on any other available form to be effected at such time, in which
event the Company shall have the right to defer the filing of the registration
for a period of not more than 90 days after receipt of the request of the Holder
or Holders under this Section 1.2; provided, however, that the Company shall not
utilize this right more than once in any twelve month period.
(b) Underwritten Offering. If the Holders (other than the Non-
---------------------
participating Holders) initiating or participating in the registration hereunder
(the "Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 1.2 and the
Company shall include such information in the written notice referred to in
Section 1.2(a). In such event, the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 1.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders, subject to approval thereof by the Company, which approval shall not be
unreasonably withheld. Notwithstanding any other provision of this Section 1.2,
if the underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Initiating Holders shall so advise all Holders of Registrable Securities
which would otherwise be underwritten pursuant hereto, and the number of shares
of Registrable Securities that may be included in the underwriting shall be
allocated pro rata among all participating Holders thereof based on the number
of Registrable Securities held by each such Holder.
(c) Number of Demands. If Form S-3 is not available, the Company is
-----------------
obligated to effect three (3) registrations upon request therefor pursuant to
this Section 1.2; provided, however, that the Company shall not be obligated to
effect the filing of a registration statement if it has received a request for
registration and effected such registration within the twelve (12)
3
<PAGE>
month period preceding the date on which the Company receives the request, and
further provided that Holders of a minimum of 50,000 shares of NewCo Preferred
Stock or Common Stock and/or Aristotle Common Stock agrees to participate in the
registration.
1.3 Company Registration. If at any time the Company proposes to register
--------------------
(including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of its capital stock or other
securities under the 1933 Act in connection with the public offering of such
securities (other than a registration on Form S-8 relating solely to the sale of
securities to participants in a Company stock plan, or a registration on Form S-
4 or any successor form), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of any
Holder given within twenty (20) days after delivery of such notice by the
Company the Company shall, subject to the provisions of Section 1.8, use its
best efforts to cause a registration statement covering all of the Registrable
Securities that each such Holder has requested to be registered to become
effective under the 1933 Act. The Company shall be under no obligation to
complete any offering of its securities it proposes to make and shall incur no
liability to any Holder for its failure to do so.
1.4 Obligations of the Company. Whenever required under this Section 1 to
--------------------------
use its best efforts to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective, and, if applicable, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder use
its best efforts consistent with then applicable restrictions of SEC
registration forms to keep such registration statement effective for up to: (i)
the seventh (7th) anniversary of the date hereof if the registration is effected
on Form S-3 or (ii) nine (9) months or until the Holders have informed the
Company in writing that the distribution of their securities has been completed
if the registration is effected on a form other than Form S-3.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement, and use its best efforts to cause each such amendment to
become effective, as may be necessary to comply with the provisions of the 1933
Act with respect to the disposition of all securities covered by such
registration statement.
4
<PAGE>
(c) Furnish to the Holders such reasonable number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them.
(d) Use its best efforts to register or qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdiction.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement, including furnishing any opinion of counsel or entering into
a lock-up agreement reasonably requested by the managing underwriter.
(f) Notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the 1933 Act,
of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and promptly file such amendments and supplements
which may be required pursuant to subparagraph (b) of this Section 1.4 on
account of such event and use its best efforts to cause each such amendment and
supplement to become effective.
(g) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters on the date that the registration statement with respect to such
securities becomes effective, a letter dated such date, from the independent
certified public accountant of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
5
<PAGE>
(h) Apply for listing and use its best efforts to list the Registrable
Securities being registered on any national securities exchange on which a class
of the Company's equity securities are listed or, if the Company does not have a
class of equity securities listed on a national securities exchange, apply for
qualification and use its best efforts to qualify the Registrable Securities
being registered for inclusion on the automated quotation system of the National
Association of Securities Dealers, Inc.
1.5 Furnish Information. It shall be a condition precedent to the
-------------------
obligations of the Company to take any action pursuant to this Section 1 that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.
1.6 Expenses of Registrations. All expenses other than underwriting
-------------------------
discounts, fees and commissions relating to Registrable Securities incurred in
connection with the registration, filing or qualification of the Registrable
Securities pursuant to Section 1.2 and 1.3 and other than counsel fees and
expenses of the Holders and underwriter counsel fees and expenses, including,
without limitation, all registration, filing and qualification fees, printing
and accounting fees and fees and disbursements of counsel for the Company shall
be borne by the Company; provided, however, that the Company shall not be
-------- -------
required to pay for any expenses of any registration proceeding begun pursuant
to Section 1.2, if the registration request is subsequently withdrawn at any
time at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all participating Holders shall bear such
expenses).
1.7 Underwriting Requirements. In connection with any offering involving
-------------------------
an underwriting of securities being issued by the Company, the Company shall not
be required under Section 1.3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it, and then, subject to
the provisions of this Section 1.7, only in such quantity, if any, as, in the
opinion of the underwriters, marketing factors permit. If the managing
underwriter for the offering shall advise the Company in writing that the total
amount of securities, including Registrable Securities requested to be included
in such offering exceeds the amount of securities proposed to be included in
such offering that can be successfully offered, then the Company shall include
in the offering only that number of such securities, including Registrable
Securities, which the managing underwriter
6
<PAGE>
believes marketing factors permit (the securities so included to be apportioned
as follows: first all securities which stockholders other than the Holders seek
to include in the offering shall be excluded from the offering to the extent a
limitation on the number of shares included in the underwriting is required,and
if further limitation on the number of shares to be included in the underwriting
is required, then the number of shares held by Holders that may be included in
the underwriting shall be apportioned pro rata among the selling Holders
according to the total amount of securities requested to be registered therein
owned by each selling Holder or in such other proportions as shall be mutually
agreed to by such selling Holders.
1.8 Indemnification. In the event any Registrable Securities are included
---------------
in a registration statement under this Section 1:
(a) Company Indemnification. To the extent permitted by law, the Company
-----------------------
will indemnify and hold harmless each Holder, the
officers, directors, partners, agents and employees of each Holder, any
underwriter (as defined in the 1933 Act) for such Holder, and each person, if
any, who controls such Holder, underwriter within the meaning of the 1933 Act or
the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any state securities law
or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any
state securities law. The Company will reimburse each such Holder, officer,
director, partner, agent, employee, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating, defending or settling any such loss, claim, damage, liability, or
action. The indemnity agreement contained in this Section 1.8(a) shall not apply
to amounts paid in settlement of any loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company which consent
shall not be unreasonably withheld, nor shall the Company be liable to a Holder
in any such case for any such loss, claim, damage, liability, or action (i) to
the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information
7
<PAGE>
furnished (or omitted to be furnished) expressly for use in connection with such
registration by or on behalf of such Holder, underwriter or controlling person
or (ii) in the case of a sale directly by a Holder of Registrable Securities
(including a sale of such Registrable Securities through any underwriter
retained by such Holder to engage in a distribution solely on behalf of such
Holder), if such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected in a
final or amended prospectus, and such Holder failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation of the sale of the
Registrable Securities to the person asserting any such loss, claim, damage or
liability in any case where such delivery is required by the Securities Act.
(b) Holder Indemnification. To the extent permitted by law, each selling
----------------------
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, each person, if any,
who controls the Company within the meaning of the 1933 Act, each agent and any
underwriter for the Company, and any other Holder selling securities in such
registration statement or any of its directors, officers, partners, agents or
employees or any person who controls such Holder or underwriter, against any
losses, claims, damages, or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, agent or underwriter or
controlling person, or other such Holder or director, officer or controlling
person may become subject, under the 1933 Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent that such Violation occurs in reliance upon and in conformity with
information furnished (or omitted to be furnished) by or on behalf of such
Holder for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, controlling person, officer, director, partner, agent,
employee, or controlling person in connection with investigating, defending or
settling any such loss, claim, damage, liability, or action; The indemnity
agreement contained in this Section 1.8(b) shall not apply to amounts paid in
settlement of any loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld nor, in the case of a sale directly by the Company of its
securities (including a sale of such securities through any underwriter retained
by the Company to engage in a distribution solely on behalf of the Company),
shall the Holder be liable to the Company in any case which such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
8
<PAGE>
prospectus, and the Company failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case where
such delivery is required by the 1933 Act.
(c) Notice, Defense and Counsel. Promptly after receipt by an indemnified
---------------------------
party under this Section 1.8 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
1.8, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume and control the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 1.8 to the extent of
such prejudice, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.8.
(d) Survival of Rights and Obligations. The obligations of the Company and
----------------------------------
the Holders under this Section 1.8 shall survive the exchange, if any, of the
shares of NewCo Preferred Stock or Common Stock pursuant to the Warrants, and
the completion of any offering of Registrable Securities in a registration
statement whether under this Section 1 or otherwise.
1.9 Reports Under Securities Exchange Act of 1934. With a view to making
---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the 1933 Act
and any other rule or regulation of the SEC that may at any time permit a Holder
to sell securities of the Company to the public without registration, and with a
view to making it possible for Holders to register the Registrable Securities
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after 90
9
<PAGE>
days after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) take such action, including the voluntary registration of its Common
Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to
utilize Form S-3 for the sale of their Registrable Securities, such action to be
taken as soon as practicable (but not later than 90 days) after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the 1933 Act and
the 1934 Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.
1.10 Lockup Agreement. Each Shareholder, if requested by the Company and an
----------------
underwriter of the Company's securities, shall agree not to sell or otherwise
transfer or dispose of any Registrable Securities or other securities of the
Company held by such Shareholder for a specified period of time (not to exceed
120 days) following the effective date of a registration statement pursuant to
which the Company proposes to sell its securities to the public generally,
provided that all holders of at least 5% of the Common Stock (on an as-exchanged
basis) enter into similar agreements.
1.11 Status of the Company. Notwithstanding any other provision hereof, it
---------------------
is understood that the Company did not file with the Securities and Exchange
Commission audited financial statements for its fiscal year ended December 31,
1992 and that the rights of the Holders hereunder shall be delayed to the
extent, if any, that it is necessary in order for registration of securities
under the 1933 Act by the Company to be permitted under applicable laws and
regulations.
10
<PAGE>
2. Miscellaneous.
-------------
2.1 Legend. Each certificate representing Registrable Securities shall
------
state therein:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 11,
1994 BY AND AMONG THE CORPORATION AND THE SHAREHOLDERS NAMED THEREIN,
A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.
2.2 Notices. All notices or other communications hereunder shall be in
-------
writing and shall be deemed to have been given when delivered by certified mail,
return receipt requested, a recognized overnight delivery service or hand
delivery to such party at the address set forth below or such other address as
such party may specify by notice to the other parties hereto:
If to the Holders, to their respective addresses as set forth in Exhibit A
---------
to this Agreement:
If to the Company, to: The Aristotle Corporation
129 Church Street
Suite 810
New Haven, Connecticut 06510
Attention: John J. Crawford
Its Chairman and President
2.3 Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding of the parties with respect to the subject matter
hereof, supersedes and rescinds any prior written or oral agreements relating to
the subject matter hereof between the parties hereto and shall not be modified
except by the execution of a written instrument signed by the parties hereto.
2.4 Binding Effect; Assignment. This Agreement shall be binding
--------------------------
upon and inure to the benefit of the personal representatives, successors and
assigns of the respective parties hereto. The Company shall not have the right
to assign its rights or obligations hereunder or any interest herein without
obtaining the prior written consent of the Holders and the Holders may assign or
transfer their rights under this Agreement, with any assignment of the
underlying Warrants.
2.5 Counterparts. This Agreement may be executed in counterparts,
------------
all of which together shall constitute one and the same instrument.
2.6 Governing Law. This Agreement shall be governed by,
-------------
11
<PAGE>
construed and enforced in accordance with the laws and decisions of the
State of Connecticut.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE ARISTOTLE CORPORATION
By: /s/ John J. Crawford
--------------------
Name: John J. Crawford
Title: President
HOWELL RESOURCE PARTNERS
By: /s/ David Howell
----------------
David Howell, a general
partner
By: /s/ Ann-Marie Howell
----------------------
Ann-Marie Howell, a general
partner
/s/ Alfred Kniberg
------------------
Alfred Kniberg
/s/ Joyce Baran
---------------
Joyce Baran
/s/ Paul McDonald
-----------------
Paul McDonald
/s/ Graeme Caulfield
--------------------
Graeme Caulfield
/s/ Richard Sheldon
-------------------
Richard Sheldon
12
<PAGE>
/s/ John C. Peterson
--------------------
John C. Peterson
C. DAVID GOLDMAN, P.C. EMPLOYEES
PENSION TRUST
By: /s/ C. David Goldman
---------------------
C. David Goldman, Trustee
By: /s/ Louis Musante
----------------
Louis Musante
JANNEY MONTGOMERY SCOTT, INC.
Custodian f/b/o Paul McDonald
By: /s/ Janney Montgomery
---------------------
Scott, Inc.
-----------
13
<PAGE>
EXHIBIT A
---------
List of Shareholders
1. Howell Resource Partners
151 River Road
Essex, CT
2. Alfred Kniberg
295 Putting Green Road
Trumbull, CT 06611
3. Richard Sheldon
622 Asylum Avenue
Hartford, CT 06105
4. Paul McDonald
17 Byington Place
Norwalk, CT 06580
5. Graeme Caulfield
2459 Whitney Avenue
Hamden, CT 06518
6. C. David Goldman, Trustee
Employees Pension Trust
396 St. Ronon Street
New Haven, CT 06511
7. Louis Musante
90 Oakwood Drive
Madison, CT 06443
8. Joyce Baran
191 Wheeler Road
Monroe, CT 06468
9. John Peterson
4148 Sunset Lane
Pebble Beach, CA 93953
10. Janney Montgomery Scott, Inc.
Custodian f/b/o Paul McDonald
2150 Post Road
Fairfield, CT 06430
14
<PAGE>
Exhibit 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.Mintz.com
Fax: 202/434-7400
Direct Dial Number
December 8, 1997
The Aristotle Corporation
78 Olive Street
New Haven, Connecticut 06511
Gentlemen:
We have acted as counsel to The Aristotle Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 258,681
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Amended and Restated By-Laws, all as currently
in effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have been
duly and validly authorized by the Company and (ii) the Shares, when issued and
sold, will have been duly and validly issued, fully paid and non-assessable
shares of the Common Stock, free of preemptive rights.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
<PAGE>
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
--------------------------------------------------------
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated September 23, 1997
included in The Aristotle Corporation's Form 10-K for the year ended June 30,
1997 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
December 8, 1997
