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AlphaSmart Announces Special Stockholder Meeting to Vote on
Proposed Merger with Renaissance Learning
LOS GATOS, Calif., May 26 /PRNewswire-FirstCall/ -- AlphaSmart, Inc.
(NASDAQ:ALSM) today announced that the Securities and Exchange Commission (SEC)
has declared effective the amended registration statement on Form S-4 filed by
Renaissance Learning, Inc. (NASDAQ:RLRN) in connection with the proposed merger
transaction between the two companies. AlphaSmart has scheduled a special
meeting of stockholders to vote on the transaction for June 27, 2005 and
intends to mail AlphaSmart stockholders a proxy statement/prospectus for the
meeting.
On January 25, 2005, AlphaSmart announced a definitive agreement to merge with
Renaissance Learning, a leading provider of daily and periodic progress
monitoring systems and school improvement programs for pre-K-12 schools, in a
transaction intended to qualify as a tax-free reorganization valued at
approximately $57 million. Renaissance Learning filed the original Form S-4
and other relevant materials with the SEC on February 25, 2005 and as amended
on April 13, 2005, May 3, 2005 and May 25, 2005. The transaction is expected
to close as soon as practicable after the date of AlphaSmart's special meeting
of stockholders, subject to stockholder approval and other customary closing
conditions described in the definitive merger agreement.
AlphaSmart, Inc.
AlphaSmart, Inc. is a provider of affordable, portable personal learning
solutions for the K-12 classroom. Its portable computer-companion products are
used by students to enhance writing, keyboarding and comprehension, and have
been adopted by more than 8,500 school districts in the United States and other
countries. Based in Los Gatos, California, the company was founded in 1992 by
former Apple Computer engineers.
Forward-Looking Statements Safe Harbor
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements related to AlphaSmart's definitive
agreement to merge with Renaissance Learning, Inc. and the expected closing of
that merger. Any such forward-looking statements may involve risks and
uncertainties that could cause actual results or events to differ materially
from any future results or events encompassed within the forward-looking
statements. Factors that could cause or contribute to such differences include
failure to satisfy the closing conditions of the merger agreement and
unexpected delays in closing the merger. AlphaSmart expressly disclaims a duty
to provide updates to forward-looking statements, whether as a result of new
information, future events or other occurrences.
Additional Information and Where to Find It
Renaissance Learning, Inc. filed a registration statement on Form S-4, which
included a proxy statement/prospectus and other relevant materials in
connection with the proposed merger transaction involving AlphaSmart and
Renaissance Learning, with the Securities and Exchange Commission (SEC) on
February 25, 2005 and as amended on April 13, 2005, May 3, 2005 and May 25,
2005 (File No. 333-122993). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THIS FILING BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE PROPOSED
MERGER TRANSACTION. Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC at the SEC's website at
http://www.sec.gov/. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by AlphaSmart at AlphaSmart's
website at http://www.alphasmart.com/ or by contacting AlphaSmart investor
relations at or via telephone at (408) 355-1029. Investors and security
holders may obtain free copies of the documents filed with the SEC by
Renaissance Learning by directing such requests to Renaissance Learning, Inc.,
Attention: Corporate Secretary, 2911 Peach Street, P.O. Box 8036, Wisconsin
Rapids, Wisconsin 54995 or via telephone at (715) 424-3636.
Renaissance Learning, AlphaSmart and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of AlphaSmart in connection with the merger transaction.
Information regarding directors and executive officers of AlphaSmart and
Renaissance Learning and their respective interests in the proposed transaction
will be available in the proxy statement/prospectus of AlphaSmart and
Renaissance Learning described above and other relevant materials to be filed
with the SEC.
NOTE: AlphaSmart is a registered trademark of AlphaSmart, Inc. in the United
States and other countries. All other trademarks are the property of their
respective owners.
DATASOURCE: AlphaSmart, Inc.
CONTACT: investors, Manish Kothari, President of AlphaSmart, Inc.,
+1-408-355-1029, or
Web site: http://www.alphasmart.com/