SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Learner's World, Inc.
---------------------
(Exact name of registrant as specified in its charter)
New York 11-33313 50
---------- -----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
369 Avenue U, Brooklyn, NY 11223
--------------------------------
(Address of principal executive offices)
The 2001 Benefit Plan of Learner's World, Inc.
----------------------------------------------
(Full title of the plan)
Sal Casaccio, 369 Avenue U, Brooklyn, NY 11223
(Name, address, including zip code, of agent for
service)
Telephone number for Issuer: (212) 888-6822
---------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
Registered Share(1) Price Fee
Common Stock, 0.0001 par
value 3,000,000 $0.03 $90,000 $22.50
========================== ================ ================== =================== ============
(1) Bona Fide estimate of maximum offering price solely for calculating
the registration fee pursuant to Rule 457(h) of the Securities Act of
1933, based on the average bid and asked price of the registrant's
common stock as of May 11, 2001 a date within five business days prior
to the date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein.
Page -1-
2001 Benefit Plan of Learner's World, Inc.
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Learner's World, Inc., a New York
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.
2. All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")
Page -2-
Item 5. Interests of Named Experts and Counsel
Richard D. Surber, an attorney licensed to practice law in the State of
California is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters concerning
the registration and offering of the securities referred to herein. Mr. Surber
will receive 1,170,000 shares of the Company's $0.0001 par value common stock
which will represent 9.99% of the issued and outstanding shares of the Company.
The shares are to be received by Mr. Surber for services rendered to the Company
with respect to corporate legal work and advise to the Company.
Item 6. Indemnification of Directors and Officers
Article 7, Section 721 through 726 of the New York Statues provide for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgments, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.
In accordance with the provisions referenced above, the Company shall indemnify
to the fullest extent permitted by it bylaws, and in the manner permissible
under the laws of the State of New York, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the
Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.
Item 9. Undertakings
Page -3-
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Page -4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on May 11, 2001.
Learner's World, Inc.
By: /s/ Salvatore Casaccio
-------------------------------------
Salvatore Casaccio, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Salvatore Casaccio with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Salvatore Casaccio President and Director May 11, 2001
- -----------------------
Salvatore Casaccio
/s/ Aggripino Casaccio Director May 11, 2001
- -----------------------
Aggripino Casaccio
/s/ Carmine Notaro Director May 11, 2001
- ---------------------
Carmine Notaro
Page -5-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Learner's World, Inc.
(a New York corporation)
Page -6-
INDEX TO EXHIBITS
Page
Exhibits SEC Ref. No. Description of Exhibit
- -------- ------------ ----------------------
A 4 2001 Stock Benefit Plan of the Company 8
B 5, 23(b) Opinion and consent of Counsel with respect to 14
the legality of the issuance of securities being
issued
C 23(a) Consent of Accountant 17
D 99 Section 10(a) Prospectus 18
Page -7-
THE 2001 BENEFIT PLAN
OF
LEARNER'S WORLD, INC.
Page -8-
THE 2001 BENEFIT PLAN OF LEARNER'S WORLD, INC.
Learner's World, Inc., a New York corporation (the "Company"), hereby
adopts The 2001 Benefit Plan of Learner's World, Inc. (the "Plan") this 3rd day
of May, 2001. Under the Plan, the Company may issue stock, or grant options to
acquire the Company's common stock, par value $0.0001 (the "Stock"), from time
to time to employees of the Company or its subsidiaries, all on the terms and
conditions set forth herein ("Benefits"). In addition, at the discretion of the
Board of Directors, Benefits may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries but are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction. No stock may be
issued, or option granted under the benefit plan to consultants, advisors, or
other persons who directly or indirectly promote or maintain a market for the
Company's securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of three million (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.
Page -9-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.
a. Each Option issued as a benefit hereunder ("Option") shall
have its term established by the Plan Administrators at the time the
Option is granted.
b. The term of the Option, once it is granted, may be reduced
only as provided for in this Plan and under the express written
provisions of the Option.
c. Unless otherwise specifically provided by the written
provisions of the Option or required by applicable disclosure
or other legal requirements promulgated by the Securities and
Exchange Commission ("SEC"), no participant of this Plan or
his or her legal representative, legatee, or distributee will be,
or shall be deemed to be, a holder of any shares subject to an Option
unless and until such participant exercises his or her right to
acquire all or a portion of the Stock subject to the Option and
delivers the required consideration to the Company in accordance
with the terms of this Plan and then only as to the number of shares
of Stock acquired. Except as specifically provided in this Plan
or as otherwise specifically provided by the written provisions of
the Option, no adjustment to the exercise price or the number of
shares of Stock subject to the Option shall be made for dividends or
other rights for which the record date is prior to the date on which
the Stock subject to the Option is acquired by the holder.
d. Options shall vest and become exercisable at such time or
times and on such terms as the Plan Administrators may determine at
the time of the grant of the Option.
e. Options may contain such other provisions, including further
lawful restrictions on the vesting and exercise of the Options as the
Plan Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of
its term.
g. Options shall be non-transferable, except by the laws of
descent and distribution.
Page -10-
7. Exercise Price. The Plan Administrators shall establish the exercise
price payable to the Company for shares to be obtained pursuant to Options
which exercise price may be amended from time to time as the Plan Administrators
shall determine.
8. Payment of Exercise Price. The exercise of any Option shall be contingent
on receipt by the Company of the exercise price paid in either cash, certified
or personal check payable to the Company.
9 Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 3 millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.
Page -11-
ATTEST:
/s/ Salvatore Casaccio
- -----------------------------
Salvatore Casaccio, President
Page -12-
EXHIBIT A
NOTICE OF EXERCISE
(To be signed only upon exercise of Option)
TO: Learner's World, INC.
The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of Learner's World, Inc. and herewith pays for the shares in the
manner specified in the Option. The undersigned requests that the certificates
for such shares be delivered to them according to instructions indicated below.
If such shares are not all of the shares purchasable under the Option, the
undersigned further requests that a new option certificate be issued and
delivered to the undersigned for the remaining shares purchasable under the
Option.
DATED this ________ day of ______________, 200__.
By:_____________________________
Instructions for delivery:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
Page -13-
RICHARD D. SURBER
ATTORNEY- AT- LAW*
200 South Los Robles Ave
Suite 230
Pasadena, California 91101
*Admitted only in California
May 11, 2001
Board of Directors
Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223
Re: Form S-8 Registration Statement
Gentlemen:
I have acted as special counsel for Learner's World, Inc., a New York
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission ("the Commission") under the Securities
Act of 1933, as amended, ("the Act") of a registration statement on Form S-8
(the "Registration Statement"). The Company is registering a Benefit Plan
entitled "The 2001 Benefit Plan of Learner's World, Inc." (the "Benefit Plan")
pursuant to which the Company has authorized the issuance of 3,000,000 shares of
the Company's common stock, par value $.0001. In connection with the Company's
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of the aforementioned Shares.
This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and amendments thereto and
Bylaws;
2. The Registration Statement herein referenced;
3. The authorization and approval, dated April 23, 2001, by the
Company's Board of Directors of the Company's 2001 Benefit Plan
concerning the Shares and Registration Statement;
4. The Company's Section 10(a) Prospectus for the Registration
Statement;
5. The Company's Form 10-KSB for the fiscal year ended June 30, 2000
and the Company's Form 10-QSB for the quarterly period ended September
30, 2000 and December 31, 2000;
Page -14-
6. Such other documents as I have deemed necessary for the purposes of
this Opinion.
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.
The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of New York; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) Certain of the remedial provisions of the 2001 Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.
(B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.
(C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.
(D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.
(E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
Page -15-
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.
(F) I am admitted to practice law in the State of California. I am not
admitted to practice law in the State of New York or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a New York
court or any other court would apply New York law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.
(G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect to this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/ Richard D. Surber
- ---------------------
Richard D. Surber
Page -16-
SELLERS & ASSOCIATES, P.C.
3785 Harrison Blvd., Suite 101
Ogden, Utah 84403
Phone 801-621-8128 FAX 801-627-1639
CONSENT OF INDEPENDENT ACCOUNTANTS
May 14, 2001
Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223
Gentlemen:
We hereby consent to the use of our audit report dated March 23, 2001
of Learner's World, Inc. for the year ended December 31, 2000 in the Form S-8 of
Learner's World, Inc. dated May 11, 2001.
/s/ Sellers & Associates P.C.
- -----------------------------
Page -17-
SECTION 10(A) PROSPECTUS OF
LEARNER'S WORLD, INC.
May 4, 2001: This document constitutes part of a prospectus covering
securities of Learner's World, Inc., a New York corporation (the "Company"),
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended December 31, 2000, which is incorporated
herein by this reference, is the third section with which offerees are being
constructively provided. Finally, offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise, which is to be
completed and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.
Item 1. General Plan Information
The Company's board of directors (the "Board") has adopted a benefit plan
for its employees and others entitled "The 2001 Benefit Plan of Learner's World,
Inc." (the "Plan"). Pursuant to the Plan, the Board can authorize the issuance
of stock or options to purchase stock up to an aggregate of three million shares
of common stock of the Company, par value $0.001 per share (the "Common Stock"),
over a maximum of a five year period, although the Board may shorten this
period.
The Board adopted the Plan on May 3, 2001. The Plan is intended to aid the
Company in maintaining and continuing its development of a quality management
team, in attracting qualified employees, consultants, and advisors who can
contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the exclusive province of the Board. Board members are elected at
each annual meeting of shareholders. The term each Board member serves is
therefore one year. If an annual meeting is not held the member shall serve
until the next submission of matters to a vote of Company's shareholders.
As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators"). As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators. This group includes Salvatore Casaccio, Aggripino Casaccio, and
Carmine Notaro. The address of the Board is c/o the Company, 369 Avenue U,
Brooklyn, N.Y. 11223, telephone number (718) 966-2118.
Page -18-
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.
The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.
Securities to be Offered
Shares and options providing for the issuance or purchase of shares
equaling a maximum of three million shares of Common Stock may be granted under
the Plan. All options under the Plan are "non- qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.
Employees Who May Participate in the Plan
The Board shall determine which of the Company's employees are eligible to
receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.
Options granted under the Plan shall be exercisable as determined by the
Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.
The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any Option
shall be contingent on receipt by the Company of the exercise price paid in
either cash, certified or personal check payable to the Company.
Page -19-
The shares of Common Stock subject to the Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.
Amendments and Termination
The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the three millionth share is either granted under the Plan or on which the
three millionth share is de-registered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated. The Board may
alter or amend the Plan only once during any six month period, except as to
comply with changes to the Code. No termination, suspension, alteration or
amendment may adversely affect the rights of a holder of a previously issued
option without the consent of that holder.
Resale of Common Stock
Shares of Common Stock issued or purchased on exercise of options granted
under the Plan will have been initially registered pursuant to a Form S-8
Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.
As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of April 23, 2001.
Tax Effects of Plan Participation & Non-statutory Options
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.
Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
Page -20-
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.
If the Holder pays the exercise price entirely in cash, the tax basis of
the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.
The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.
Item 2. Registrant Information and Employee Plan Annual Information
The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Sal
Casaccio, 369 Avenue U, Brooklyn, N.Y. 11223.
/s/ Salvatore Casaccio
_____________________________ Dated: May 4, 2001
Salvatore Casaccio , Director
Page -21-