AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2005

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM 10-K/A 

Amendment No. 1

(MARK ONE) 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 

ACT OF 1934 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 

EXCHANGE ACT OF 1934 

FOR THE TRANSITION PERIOD FROM ___________________ TO _____________ 

COMMISSION FILE NUMBER 0-14669 

THE ARISTOTLE CORPORATION 

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 

DELAWARE
06-1165854
(STATE OR OTHER JURISDICTION OF
(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)
IDENTIFICATION NO.)

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT 

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

06902

(ZIP CODE) 

(203) 358-8000

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 
**SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NOT APPLICABLE 
**SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: 

COMMON STOCK, $.01 PAR VALUE ("COMMON STOCK")

(TITLE OF CLASS) 
**SERIES I $6.00 CONVERTIBLE, VOTING, CUMULATIVE 11% PREFERRED STOCK, $.01 PAR VALUE ("SERIES I PREFERRED STOCK")

(TITLE OF CLASS) 

 

 

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 

Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [ ] No [X] 

As of June 30, 2004, the aggregate market value of the Common Stock outstanding and held by nonaffiliates (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $5.5 million and the aggregate market value of the Series I Preferred Stock outstanding and held by nonaffiliates (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $8.4 million.  In each case, the market value of outstanding securities was based on the closing price of such securities as reported by the NASDAQ SmallCap Stock Market.

As of March 23, 2005, 17,146,679 shares of Common Stock, 1,096,622 shares of Series I Preferred Stock and 10,984,971 shares of Series J Preferred Stock were outstanding.**EXPLANATORY NOTE**
 

The registrant is filing this amendment ("Amendment No. 1") to Form 10-K for the fiscal year ended December 31, 2004, which was originally filed with the Securities and Exchange Commission ("SEC") on March 29, 2005.   The original Form 10-K incorporated by reference to registrant's Proxy Statement for its 2005 Annual Meeting of Stockholders certain information required by Part III, Items 10 through 14 of Form 10-K.  The registrant is filing herewith certain information required by Part III, Items 10 through 14 of Form 10-K, that was incorporated by reference to registrant's Proxy Statement for its 2005 Annual Meeting of Stockholders in the original Form 10-K, as the registrant will not be filing the Proxy Statement for its 2005 Annual Meeting of Stockholders with the SEC pursuant to Regulation 14A within 120 days after the registrant's fiscal year ended December 31, 2004.  In addition, in connection with the filing of this Amendment No. 1 and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the registrant is including with this Amendment No. 1 certain currently dated certifications.  No other information included in the Annual Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.

 

FORM 10-K/A CROSS REFERENCE INDEX

PART III    
Item 10.  
Directors and Executive Officers of the Registrant
1     
Item 11.
Executive Compensation
3     
Item 12.
Security Ownership of Certain Beneficial Owners and
7   
Management       
Item 13.
Certain Relationships and Related Transactions
9     
Item 14
Principal Accountant Fees and Services
9
PART IV    
Item 15.
Exhibits, Financial Statement Schedules 
10
     		

					
** **
 
**PART III 
**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 
**BOARD OF DIRECTORS**
Set forth below are the names of each member of the Board of Directors of The Aristotle Corporation (together with its subsidiaries, the "Company"), their ages at March 31, 2005, the periods during which each served as a director and the positions currently held with the Company.  Following the table is biographical information about each director, including each director's principal occupation or employment. 
**Name **Age **Director****************