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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 4, 1999
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The Aristotle Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-23150 06-116584
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
27 Elm Street, New Haven, Connecticut 06510
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 867-4090
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Item 2. Acquisition or Disposition of Assets
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On May 4, 1999, the Registrant acquired all of the outstanding stock of
Simulaids, Inc., a privately-held New York company, pursuant to a Stock Purchase
Agreement dated as of April 30, 1999 between the Registrant and Kevin Sweeney
(the "Seller"). Simulaids, located in Woodstock, New York, manufactures health
and medical education teaching aids. Simulaids' proprietary products include
manikins and simulation kits used for training in the CPR, emergency rescue and
patient care fields. Simulaids' products are sold throughout the United States
and internationally via distributors and catalogs to end-users such as fire and
emergency medical departments and nursing and medical schools. Simulaids has
become a wholly owned operating subsidiary of Aristotle.
In accordance with the Stock Purchase Agreement, the Registrant paid a
purchase price of $8.4 million in cash. The Registrant utilized $3.4 million of
its approximately $12 million in cash and obtained $5.0 million in financing
from Citizens Bank for the balance of the purchase price. The consideration paid
by the Registrant was determined through arms-length negotiations between the
Registrant and the Seller.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
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Simulaids audited financial statements will be filed by an
amendment to this Form 8-K not later than July 15, 1999.
(b) Pro forma financial information.
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The pro forma financial information required by this Item will be
filed by amendment to this Form 8-K not later than July 15, 1999.
(c) Exhibits.
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99.1 The Registrant's Press Release dated May 4, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ARISTOLE CORPORATION
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(Registrant)
Date: May 18 1999 /s/ Paul McDonald
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Paul McDonald, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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<S> <C> <C>
99.1 The Registrant's Press Release 5
dated May 4, 1999
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EXHIBIT 99.1
For Immediate Release News Release
May 4, 1999
From:
The Aristotle Corporation (NASDAQ: ARTL)
27 Elm Street
New Haven, CT 06510
Contact: Paul McDonald
(203) 867-4090
Aristotle To Enter For-Profit Education Industry --- Acquires Simulaids, Inc.
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New Haven, Connecticut, May 4, 1999-- The Aristotle Corporation announced today
the acquisition of Simulaids, Inc., a privately-held manufacturer of health and
medical education teaching aids located in Woodstock, New York. Simulaids'
proprietary products include manikins and simulation kits used for training in
the CPR, emergency rescue and patient care fields. Simulaids' products are sold
throughout the United States and internationally via distributors and catalogs
to end-users such as fire and emergency medical departments and nursing and
medical schools. Simulaids, which was formed in 1963, had 1998 pro forma EBITDA
(earnings before interest, taxes, depreciation, and amortization) of $l.5
million on sales of $5.9 million. Aristotle expects to utilize $3 million of
its approximately $12 million in cash for the Simulaids transaction, and to
obtain bank financing for the balance of the approximately $8.4 million all cash
purchase price.
John J. Crawford, Chairman of Aristotle, said, "After the mid-1998 sale of our
sole operating subsidiary, The Strouse, Adler Company, the Aristotle Board
determined to position the Company in the fast growing for-profit education
industry. Nasco International, Inc., one of the nation's foremost manufacturers
and distributors of educational materials, will be working with Simulaids'
current management team and assisting Aristotle in pursuing the acquisition of
additional companies in the education field. Our ultimate goal is to create a
significant presence in this highly fragmented industry."
Simulaids will become a wholly owned subsidiary of Aristotle. Aristotle's
trading symbol is ARTL and its shares are traded on The Nasdaq SmallCap Market.
There are 1.2 million shares outstanding.
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To the extent that any of the statements contained in this release are
forward-looking, such statements are based on current expectations that involve
a number of uncertainties and risks. Aristotle cautions investors that there can
be no assurance that actual results or business conditions will not differ
materially from those projected or suggested in such forward-looking statements
as a result of various factors, including, but not limited to, the following:
(i) the ability of Aristotle to obtain financing and additional capital to fund
its business strategy on acceptable terms, if at all; (ii) the ability of
Aristotle on a timely basis to find, prudently acquire and subsequently manage
acquisition candidates; (iii) the ability of Aristotle to maintain and take
advantage of its net operating tax loss carryforward position; and (iv) general
economic conditions. As a result, the Company's future development efforts
involve a high degree of risk. For further information, please see the Company's
filings with the Securities and Exchange Commission, including its Forms 10-K
and 10-Q.
