8-K

UNITED STATES

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 (date of earliest event reported):  June 27, 2005

RENAISSANCE LEARNING, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-22187	39-1559474
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2911 Peach Street P.O. Box 8036      Wisconsin Rapids, Wisconsin      (Address of principal executive offices)

   54495-8036    (Zip code)

                    (715) 424-3636                   

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On June 27, 2005, Renaissance Learning, Inc., a Wisconsin corporation (“Renaissance”), issued a press release (the “Press Release”) announcing that the merger of AlphaSmart, Inc., a Delaware corporation (“AlphaSmart”), with a subsidiary of Renaissance, as contemplated by the Agreement and Plan of Merger and Reorganization, dated as of January 24, 2005 and amended as of April 20, 2005 (the “Merger Agreement”), by and among Renaissance, AlphaSmart, RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Renaissance (“Merger Sub”), and RLI Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Renaissance (the “LLC”), was completed.  Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into AlphaSmart (the “Step One M erger”) and immediately thereafter AlphaSmart, as the surviving corporation of the Step One Merger, merged with and into the LLC (the “Step Two Merger,” and together with the Step One Merger, the “Mergers”), with the LLC being the ultimate surviving entity of the Mergers.

Based on the election forms received from AlphaSmart stockholders by the election deadline of 5:00 p.m., Central Time, on June 24, 2005, AlphaSmart stockholders who made combination elections will receive $2.0625 in cash and 0.0844 of a share of Renaissance common stock for each of their shares of AlphaSmart common stock; AlphaSmart stockholders who made cash elections will receive $3.75 in cash for each of their shares of AlphaSmart common stock; and AlphaSmart stockholders who made stock elections will receive 0.1877 of a share of Renaissance common stock for each of their shares of AlphaSmart common stock.  In accordance with the terms of the Merger Agreement, Renaissance will not issue any fractional shares in the merger.  Instead, each AlphaSmart stockholder who would otherwise be entitled to receive a fraction of a share of Renaissance common stock after taking into a ccount all shares of AlphaSmart common stock delivered by such stockholder will receive a cash payment, without interest, equal to $19.79 (the closing price of Renaissance common stock on June 24, 2005) multiplied by the fractional share interest to which such stockholder would otherwise be entitled.  As total merger consideration, Renaissance will issue approximately 1.2 million shares of Renaissance common stock and pay approximately $34 million in cash.

Prior to the execution of the Merger Agreement, none of AlphaSmart, any of its affiliates, any director or officer of AlphaSmart or any associate of any such director or officer, had any material relationship with Renaissance.

The description of the above-referenced Press Release and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the documents referred to above, copies of which are attached hereto as Exhibits 2.1 and 99.1, respectively, and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The following audited financial statements, including the notes thereto, of AlphaSmart for the year ended December 31, 2004, and the independent registered public accounting firm’s report related thereto, were filed with the SEC on May 25, 2005, as part of Renaissance’s Registration Statement on Form S-4/A (Registration No. 333-122993) and are, in each case, incorporated herein by reference:

·

Report of PricewaterhouseCoopers LLP, independent registered public accounting firm;

·

Consolidated balance sheets at December 31, 2004 and 2003;

·

Consolidated statements of operations for the years ended December 31, 2004, 2003 and 2002;

·

Consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the years ended December 31, 2004, 2003 and 2002;

·

Consolidated statements of cash flows for the years ended December 31, 2004, 2003 and 2002; and

·

Notes to consolidated financial statements for the year ended December 31, 2004.

The following unaudited financial statements, including the notes thereto, of AlphaSmart for the quarter ended March 31, 2005, were filed with the SEC on May 25, 2005, as part of Renaissance’s Registration Statement on Form S-4/A (Registration No. 333-122993) and are, in each case, incorporated herein by reference:

·

Condensed consolidated balance sheets as of March 31, 2005 and December 31, 2004;

·

Condensed consolidated statements of operations for the three months ended March 31, 2005 and 2004;

·

Condensed consolidated statements of stockholders’ equity and comprehensive loss for the three months ended March 31, 2005;

·

Condensed consolidated statements of cash flows for the three months ended March 31, 2005 and 2004; and

·

Notes to condensed consolidated financial statements for the quarter ended March 31, 2005.

(b)

Pro forma financial information.

The following unaudited pro forma financial statements, including the notes thereto, of Renaissance were filed with the SEC on May 25, 2005, as part of Renaissance’s Registration Statement on Form S-4/A (Registration No. 333-122993) and are, in each case, incorporated herein by reference:

·

Unaudited pro forma combined statement of income for the three months ended March 31, 2005;

·

Unaudited pro forma combined statements of income for the years ended December 31, 2004, 2003 and 2002; and

·

Unaudited pro forma combined balance sheet as of March 31, 2005.

(c)

Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger and Reorganization among Renaissance Learning, Inc., RLI Acquisition Corp., Inc., RLI Acquisition Sub, LLC and AlphaSmart, Inc., dated as of January 24, 2005 and amended as of April 20, 2005 (pursuant to Item 601(b)(2) of Regulation S-K, the annex, exhibits and schedules to the Agreement and Plan of Merger and Reorganization have been omitted; a copy of such annex, exhibits and schedules will be supplementally provided to the Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 to Renaissance’s Current Report on Form 8-K, dated April 20, 2005, and filed with the SEC on April 26, 2005)
23.1	Consent of PricewaterhouseCoopers LLP regarding the audited financial statements of AlphaSmart, Inc.
99.1	Press Release dated June 27, 2005.

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.

Dated:  June 30, 2005

RENAISSANCE LEARNING, INC.

By:

/s/ Mary T. Minch                                       

Mary T. Minch

Vice President-Finance, Chief Financial

Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger and Reorganization among Renaissance Learning, Inc., RLI Acquisition Corp., Inc., RLI Acquisition Sub, LLC and AlphaSmart, Inc., dated as of January 24, 2005 and amended as of April 20, 2005 (pursuant to Item 601(b)(2) of Regulation S-K, the annex, exhibits and schedules to the Agreement and Plan of Merger and Reorganization have been omitted; a copy of such annex, exhibits and schedules will be supplementally provided to the Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 to Renaissance’s Current Report on Form 8-K, dated April 20, 2005, and filed with the SEC on April 26, 2005)
23.1	Consent of PricewaterhouseCoopers LLP regarding the audited financial statements of AlphaSmart, Inc.
99.1	Press Release dated June 27, 2005.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-38867, 333-53557 and 333-104622) of Renaissance Learning, Inc. of our report dated February 21, 2005 relating to the financial statements of AlphaSmart, Inc., which appears in the Current Report on Form 8-K of Renaissance Learning, Inc. dated June 27, 2005.

/s/ PricewaterhouseCoopers LLP                    

San Jose, California

June 30, 2005

EX-99.1

	Exhibit 99.1
CONTACT:		FOR IMMEDIATE RELEASE

Julie Blystone

Renaissance Learning, Inc.

Toll free office:  (800) 200-4848

Fax:  (608) 664-3882

E-mail: pr@renlearn.com

RENAISSANCE LEARNING COMPLETES ACQUISITION OF ALPHASMART

WISCONSIN RAPIDS, Wis. and LOS GATOS, Calif. – June 27, 2005 – Renaissance Learning^®, Inc. (Nasdaq: RLRN) and AlphaSmart, Inc. (Nasdaq: ALSM) announced today that the merger of AlphaSmart, Inc. with a subsidiary of Renaissance Learning, Inc. has been completed.  Shares of AlphaSmart will cease trading on the Nasdaq Stock Market effective as of the close of business today.

Based on the election forms received from AlphaSmart stockholders by the election deadline of 5:00 p.m., Central time, on June 24, 2005, AlphaSmart stockholders who made combination elections will receive $2.0625 in cash and 0.0844 of a share of Renaissance Learning common stock for each of their shares of AlphaSmart common stock;  AlphaSmart stockholders who made cash elections will receive $3.75 in cash for each of their shares of AlphaSmart common stock;  and AlphaSmart stockholders who made stock elections will receive 0.1877 of a share of Renaissance Learning common stock for each of their shares of AlphaSmart common stock.  In accordance with the terms of the merger agreement, Renaissance Learning will not issue any fractional shares in the merger.  Instead, each AlphaSmart stockholder who would otherwise be entitled to receive a fraction of a share of Renaiss ance common stock after taking into account all shares of AlphaSmart common stock delivered by such stockholder will receive a cash payment, without interest, equal to $19.79 (the closing price of Renaissance common stock on June 24, 2005) multiplied by the fractional share interest to which such stockholder would otherwise be entitled.  As total merger consideration, Renaissance Learning will issue approximately 1.2 million shares of Renaissance Learning common stock and pay approximately $34 million in cash.

“We are pleased to have completed the acquisition of AlphaSmart and look forward to working together to capitalize on the tremendous potential this combination provides”, said John R. Hickey, president and chief executive officer of Renaissance Learning.  “We are confident that by adding the Neo & Dana product lines alongside Renaissance Learning’s research based software, market penetration and strength of sales channel, we will continue to enhance and strengthen our position as a world leader in daily and periodic progress monitoring systems.”

-more-

For more information, visit www.renlearn.com or www.alphasmart.com.

Renaissance Learning, Inc.

Renaissance Learning, Inc. is a leading provider of research-based school-improvement programs for pre-K-12 schools and districts.  Adopted by more than 67,000 schools, Renaissance Learning daily and periodic progress monitoring systems give students and teachers continuous constructive feedback that helps motivate students, dramatically accelerate learning, improve test scores, and help students master all standards, while reducing teacher paperwork.  Renaissance Learning has four U.S. locations and subsidiaries in Australia, Canada, India and the United Kingdom.

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 and Safe Harbor

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected impact the merger will have on Renaissance Learning.  Any such forward-looking statements may involve risks and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements.  Factors that could cause or contribute to such differences include the factors included under the heading entitled “Risk Factors” in the prospectus of Renaissance Learning and proxy statement of AlphaSmart dated May 26, 2005 as filed with the Securities and Exchange Commission, which factors are incorporated herein by reference.  Renaissance Learning expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

Source: Renaissance Learning, Inc.

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