SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: May 2, 2000
Date of Event Reported: April 28, 2000
THE ARISTOTLE CORPORATION AND SUBSIDIARY
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14669 06-1165854
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
27 Elm Street, New Haven Connecticut 06511
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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 5. Other Events.
On April 28, 2000, The Aristotle Corporation (the "Company") entered
into a letter agreement (the "Letter Agreement") with Geneve Corporation
("Geneve"), the holder of the largest number of shares of Common Stock of the
Company, which Letter Agreement amended the Preferred Stock Purchase Agreement,
dated October 22, 1997, between the Company and Geneve, as amended by a letter
agreement, dated February 9, 2000, between the Company and Geneve.
Pursuant to the terms of the Letter Agreement, the Company confirmed
that its Board of Directors had consented to the purchase by Geneve of shares of
the Company's Common Stock and shares of the Company's Series F Preferred Stock,
Series G Preferred Stock and Series H Preferred Stock (collectively, with the
shares of Common Stock, the "Common Stock Equivalents"), provided that:
1. The number of Common Stock Equivalents owned of record and
beneficially by Geneve shall not, without the prior consent of the
Board of Directors of the Company, exceed 51% of the total issued
and outstanding shares of Common Stock Equivalents;
2. In effectuating any purchase of Common Stock Equivalents, Geneve
shall not, directly or indirectly, adversely affect the Company's
right to utilize any net operating loss carryforwards; and
3. The voting limitations set forth in Section 5.05 of the referenced
Preferred Stock Purchase Agreement, as amended by the
above-referenced letter agreement dated February 9, 2000, are
extended from January 1, 2002, to January 1, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE ARISTOTLE CORPORATION
Date: May 2, 2000 By:
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John J. Crawford
Its President, Chief Executive Officer
Chairman of the Board
(Principal Executive Officer)
Date: May 2, 2000 By:
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Paul McDonald
Its Chief Financial Officer and Secretary
(Principal Financial and Chief
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Letter Agreement dated April 28, 2000, between The Aristotle
Corporation and Geneve Corporation, granting, subject to certain
limitations, Geneve Corporation the right to purchase additional
shares of the Common Stock, Series F Preferred Stock, Series G
Preferred Stock, and Series H Preferred Stock of The Aristotle
Corporation.
April 28, 2000
Geneve Corporation
96 Cummings Point Road
Stamford, CT 06902
Attention: Steven B. Lapin, President
David T. Kettig, Esq.
Gentlemen:
Reference is made to the Preferred Stock Purchase Agreement (the
"Agreement") entered into as of October 22, 1997, between The Aristotle
Corporation (the "Company") and Geneve Corporation (the "Purchaser") pursuant to
which, among other things, the Purchaser acquired shares of Series E Convertible
Preferred Stock of the Company (the "Geneve Preferred Stock"); and to the Letter
Agreement ("Letter Agreement") from the Company addressed to, and countersigned
by, the Purchaser, dated February 9, 2000, pursuant to which Letter Agreement
certain terms of the Agreement were amended.
The Purchaser has advised the Company that it is desirous of purchasing
additional shares of the Company's Common Stock and shares of the Company's
Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock,
each of which Preferred Shares are convertible into shares of the Company's
Common Stock (collectively, with the shares of Common Stock, referred to as
"Common Stock Equivalents"). Pursuant to Section 6.01 of the Agreement, the
Purchaser agreed not to purchase shares of Voting Securities or Convertible
Securities, as defined in the Agreement, without receiving the consent of the
Board of Directors of the Company.
Please be advised that the Board of Directors of the Company, at a meeting
held on March 9, 2000, has consented to the purchase by the Purchaser of shares
of Common Stock Equivalents, either via normal brokers' transactions or
otherwise in compliance with the Securities Act of 1933, provided, however:
1. The number of Common Stock Equivalents owned of record and
beneficially by the Purchaser shall not, without the prior consent
of the Board of Directors of the
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April 28, 2000
Company, exceed 51% of the total issued and outstanding shares of
Common Stock Equivalents (i.e., shares of the Company's Common Stock
and Preferred Stock);
2. In effectuating any purchase of Common Stock Equivalents, the
Purchaser shall not, directly or indirectly, adversely affect the
Company's right to utilize any net operating loss carryforwards
(i.e., the Purchaser shall not compromise the Company's rights to
utilize its net operating loss carryforwards as currently permitted
by Section 382 of the Internal Revenue Code of 1986 and the
regulations pertaining thereto);
3. All of the terms of the Agreement shall remain in full force and
effect, including, without limitation, Section 5.05 ("Voting
Agreements") of the Agreement, except (i) Paragraph No. 3 of the
Letter Agreement is hereby amended by deleting the date "January 1,
2002" set forth in (A)(ii)(a) and (A)(ii)(b) thereof, and inserting
the date "January 1, 2003" in lieu thereof, and (ii) to the extent
as otherwise modified by the Letter Agreement and this letter; and
4. The Purchaser acknowledges, by its signature below, its consent to,
and agrees to be bound by, the terms set forth in this letter.
If the foregoing is in conformity with your understanding and agreed to,
please sign below where indicated.
Very truly yours,
THE ARISTOTLE CORPORATION
By: /s/ JOHN J. CRAWFORD
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John J. Crawford
Its: Chairman, President and
Chief Executive Officer
The foregoing is in conformity with our understanding and agreed to as of this
28th day of April, 2000.
GENEVE CORPORATION
(Record Holder of the Geneve
Preferred Stock)
By: /s/ STEVEN B. LAPIN
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Steven B. Lapin
Its: President
