CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 2, 2005

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

06902

(ZIP CODE)

(203) 358-8000

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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Page 2 of 2 Pages

Item 2.02 Results of Operations and Financial Condition.

    On August 2, 2005, The Aristotle Corporation issued a press release announcing financial results for the quarter and the six months ended June 30, 2005, a copy of which is attached as Exhibit 99.1.

3. Exhibits

Exhibit 99.1 - Press release of The Aristotle Corporation, dated August 2, 2005.

    The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.

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.

Date: August 2, 2005

EXHIBITS

Exhibit 99.1 Press release issued August 2, 2005.

Exhibit 99.1

    Stamford, CT, August 2, 2005 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its results of operations for the second quarter and six months ended June 30, 2005.

    For the three months ended June 30, 2005, net sales increased 12.5% to $50.2 million from $44.6 million in the second quarter of 2004. Earnings before income taxes increased 27.2% to $7.8 million from $6.1 million in the 2004 second quarter, and net earnings increased 27.6% to $4.8 million compared to $3.8 million in the 2004 quarter. Net earnings applicable to common stockholders in the second quarter of 2005 was $2.6 million, or $.15 per diluted common share. In the 2004 second quarter, net earnings applicable to common stockholders was $1.6 million, or $.09 per diluted common share. Net earnings applicable to common stockholders in both the 2005 and 2004 periods include the accretion of $2.2 million relating to the dividends on Aristotle's Series I and Series J preferred stocks.

    For the six months ended June 30, 2005, net sales increased 9.9% to $91.9 million from $83.6 million in the first six months of 2004. Earnings before income taxes for year-to-date 2005 increased 17.2% to $13.0 million from $11.1 million in 2004, and net earnings increased 17.3% to $8.0 million from $6.8 million. Net earnings applicable to common stockholders for year-to-date 2005 was $3.7 million, or $.21 per diluted common share, compared to $2.5 million or $.14 per diluted common share for year-to-date 2004. Net earnings applicable to common stockholders in both the 2005 and 2004 periods includes the accretion of $4.3 million relating to Aristotle's preferred stock dividends.

    The reported net earnings are shown after deduction for Federal, state and foreign income tax provisions. The utilization of the Company's Federal net operating tax loss carryforwards ("NOL's") resulted in the reporting of approximately $2.2 million and $1.8 million in income tax provisions in the 2005 and 2004 second quarters, respectively, for the reduction in their previously recorded deferred tax asset. For the year-to-date periods of 2005 and 2004, respectively, $3.8 million and $3.3 million of the reported tax provisions relate to NOL utilization. The NOL utilization for the reported quarters and year-to-date periods substantially eliminated Aristotle's current Federal tax liability and allowed Aristotle to retain for other business purposes the cash that would have been used for tax payments. Except for Federal alternative minimum tax obligations arising from limitations on the NOL's in future years, Aristotle anticipates that the utilization of available NOL's will offset its Federal taxable income through 2006. At June 30, 2005, the Condensed Consolidated Balance Sheet contains a net deferred tax asset of $16.6 million, of which $13.0 million relates to the NOL's.

    Steven B. Lapin, Aristotle's President and Chief Operating Officer, stated, "I am pleased to report 2005 second quarter earnings of $.15 per diluted common share, which were driven primarily by increased revenues. While the results of acquisitions completed in the third quarter of 2004 certainly contributed, your Company's organic revenue growth was an impressive 9.2%."

    Mr. Lapin added, "We are particularly encouraged to see that revenue improvement was significantly achieved in the Educational segment throughout the first six months of 2005. Restrictions in state education funding over the past several years significantly hampered Aristotle's sales growth; your Company used that time wisely, however, to concentrate on increasing its comprehensive product offerings and customer service levels. Now that monies appear to be moving once again into school budgets, Aristotle is reaping the benefits of its employees' diligent efforts. At the same time, business in your Company's health training sector continues to thrive, and its Commercial segment remains on steady ground."

    Dean T. Johnson, Aristotle's Chief Financial Officer, noted, "The revenue growth has yielded an increase in 2005 second quarter EBITDA of nearly 25% to $8.5 million. For the first six months of this year, EBITDA has increased 14.4% to $14.4 million from 2004. Throughout your Company, management continually demonstrates prudent control of operating costs, limiting the increase in selling and administrative expenses to 7.2% and 7.4% in the 2005 second quarter and first six months as compared to the prior year periods, respectively, versus substantially higher revenue growth."

    Mr. Johnson continued, "Primarily as a result of earnings and related benefit of the NOL utilization, the Company generated cash from operations of $8.1 million in the second quarter of 2005, compared to $5.9 million in the same period last year. With the revenue growth realized in the second quarter, trade accounts receivable are $2.2 million greater at June 30, 2005 than one year ago. As these receivables are collected in the normal course of business in the third quarter, cash provided by operations for the remaining portion of 2005 should exceed 2004 levels. The $3.0 million increase in inventory compared to levels at June 30, 2004 is attributed to approximately $1.4 million of additional inventory to service the business from the CPR Prompt and Ginsberg Scientific acquisitions completed in the third quarter of 2004, with the remaining inventory growth related to accelerated purchasing efforts to stock favorably priced inventory for the anticipated 2005 summer peak season."

    In providing EBITDA information, Aristotle offers a non-GAAP financial measure to complement its condensed consolidated financial statements presented in accordance with GAAP. This non-GAAP financial measure is intended to supplement the reader's overall understanding of Aristotle's current financial performance. However, this non-GAAP financial measure is not intended to supercede or replace Aristotle's GAAP results. A reconciliation of the non-GAAP results to the GAAP results is provided in the "Reconciliation of GAAP Net Earnings to EBITDA" schedule below. EBITDA is defined as earnings before interest expense, other income and expense, income taxes, depreciation and amortization.

    The Aristotle Corporation, founded in 1986, and headquartered in Stamford, CT, is a leading manufacturer and global distributor of educational, health, medical technology and agricultural products. A selection of over 80,000 items is offered, primarily through more than 45 separate catalogs carrying the brand of Nasco (founded in 1941), as well as those bearing the brands of Life/Form®, Whirl-Pak®, Simulaids, Triarco, Spectrum Educational Supplies, Hubbard Scientific, Scott Resources, Haan Crafts, To-Sew, CPR Prompt®, Ginsberg Scientific and Summit Learning. Products include educational materials and supplies for substantially all K-12 curricula, molded plastics, biological materials, medical simulators and items for the agricultural, senior care and food industries. Aristotle has approximately 800 employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort Collins, CO, Plymouth, MN, Woodstock, NY, Chippewa Falls, WI, Otterbein, IN and Newmarket, Ontario, Canada.

    There are approximately 17.2 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and approximately 1.1 million shares outstanding of 11%, cumulative, convertible, voting, Series I preferred stock (NASDAQ: ARTLP); there are also approximately 11.0 million privately-held shares outstanding of 12%, cumulative, non-convertible, non-voting shares of Series J preferred stock. Aristotle has about 4,000 stockholders of record.

    Further information about Aristotle can be obtained on its website, at www.aristotlecorp.net.