AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-56239
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LA PETITE ACADEMY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 8351 43-1243221
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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14 CORPORATE WOODS, 8717 WEST 110TH STREET,
SUITE 300,
OVERLAND PARK, KANSAS 66201
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LPA HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6719 48-1144353
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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14 CORPORATE WOODS, 8717 WEST 110TH STREET,
SUITE 300,
OVERLAND PARK, KANSAS 66201
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LPA SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6411 74-2849053
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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14 CORPORATE WOODS, 8717 WEST 110TH STREET,
SUITE 300,
OVERLAND PARK, KANSAS 66201
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JAMES R. KAHL
CHIEF EXECUTIVE OFFICER
14 CORPORATE WOODS, 8717 WEST 110TH
STREET, SUITE 300,
OVERLAND PARK, KANSAS 66201
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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With a copy to:
JOHN J. SUYDAM, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10112
(212) 408-2400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 consists solely of the filing of Exhibit 5.1 to the
Registration Statement on Form S-4 (File No. 333-56239) of La Petite Academy,
Inc. under the Securities Act of 1933.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. Pursuant to Section 102(b)(7) of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Company and Parent provide that the directors of the Company and Parent,
individually or collectively, shall not be held personally liable to the Company
or Parent (as the case may be) or their respective stockholders for monetary
damages for breaches of fiduciary duty as directors, except that any director
shall remain liable (1) for any breach of the director's fiduciary duty of
loyalty to the Company or Parent (as the case may be) or their respective
stockholders, (2) for acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, (3) for liability under
Section 174 of the General Corporation Law of the State of Delaware or (4) for
any transaction from which the director derived an improper personal benefit.
The by-laws of the Company and Parent provide for indemnification of their
respective officers and directors to the full extent authorized by law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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3.1 -- Amended and Restated Certificate of Incorporation of LPA Holding Corp.
3.2 -- Certificate of Designations, Preferences and Rights of Series A Redeemable Preferred Stock of LPA
Holding Corp.
3.3 -- Bylaws of LPA Holding Corp.
3.4 -- Amended and Restated Certificate of Incorporation of La Petite Academy, Inc.
3.5 -- Bylaws of La Petite Academy, Inc.
4.1 -- Indenture among LPA Holding Corp., La Petite Academy, Inc., LPA Services, Inc. and PNC Bank,
National Association dated as of May 11, 1998
*5.1 -- Opinion of O'Sullivan, Graev & Karabell, LLP
10.1 -- Purchase Agreement among Vestar/LPA Investment Corp., La Petite Academy, Inc., LPA Services, Inc.,
Chase Securities Inc. and NationsBanc Montgomery Securities LLC dated May 6, 1998
10.2 -- Exchange and Registration Rights Agreement among La Petite Academy, Inc., LPA Holding Corp., LPA
Services, Inc., Chase Securities Inc., NationsBanc Montgomery Securities LLC dated May 11, 1998
10.3 -- Merger Agreement by and between LPA Investment LLC and Vestar/LPA Investment Corp. dated as of
March 17, 1998
10.5 -- Stockholders Agreement among LPA Holding Corp., Vestar/LPT Limited Partnership, LPA Investment LLC
and the management stockholders dated as of May 11, 1998
10.6 -- 1998 Stock Option Plan and Stock Option Agreement for LPA Holding Corp. dated as of May 18, 1998
10.7 -- Preferred Stock Registration Rights Agreement between LPA Holding Corp. and LPA Investment LLC
dated May 11, 1998
10.8 -- Registration Rights Agreement among LPA Holding Corp., Vestar/LPT Limited Partnership, the
stockholders listed therein and LPA Investment LLC, dated May 11, 1998
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EXHIBIT
NUMBER DESCRIPTION
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10.9 -- Employment Agreement among LPA Holding Corp., La Petite Academy, Inc. and James R. Kahl
10.10 -- Employment Agreement among LPA Holding Corp., La Petite Academy, Inc. and Rebecca Perry
10.11 -- Employment Agreement among LPA Holding Corp., La Petite Academy, Inc. and Phillip Kane
10.12 -- Credit Agreement dated as of May 11, 1998 among La Petite Academy, Inc., LPA Holding Corp.,
Nationsbank, N.A., and The Chase Manhattan Bank
10.13 -- Pledge Agreement among La Petite Academy, Inc., LPA Holding Corp., Subsidiary Pledgors and
Nationsbank, N.A. dated as of May 11, 1998
10.14 -- Security Agreement among La Petite Academy, Inc., LPA Holding Corp., Subsidiary Guarantors and
Nationsbank, N.A. dated as of May 11, 1998
10.15 -- Parent Guarantee Agreement among LPA Holding Corp. and Nationsbank, N.A. dated as of May 11, 1998
10.16 -- Subsidiary Guarantee Agreement among Subsidiary Guarantor of La Petite Academy, Inc., LPA
Services, Inc. and Nationsbank, N.A. dated as of May 11, 1998
10.17 -- Indemnity, Subrogation and Contribution Agreement among La Petite Academy, Inc., LPA Services,
Inc., as Guarantor and Nationsbank, N.A. dated as of May 11, 1998
12.1 -- Statement re: computation of ratios
21.1 -- Subsidiaries of Registrant
23.1 -- Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5.1)
23.2 -- Consent of Deloitte & Touche LLP
24.1 -- Powers of Attorney (included on the signature page)
25.1 -- Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of PNC Bank,
National Association as Trustee
27.1 -- Financial Data Schedule
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4 -- Form of Letter to Clients
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* Filed herewith.
(b) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for
thereby is otherwise included in the financial statements and therefore have
been omitted.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement.
(iii) 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. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the 'Securities Act') may be permitted to directors, officers and
controlling persons of the registrants pursuant to the DGCL, the Act, the
Certificate of Incorporation and Bylaws of the Company or Parent, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of any 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 registrants 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
Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK ON THIS 24TH DAY OF JUNE, 1998.
LA PETITE ACADEMY, INC.
By: /s/ JAMES R. KAHL
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Name: James R. Kahl
Title: President and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 24th DAY OF JUNE,
1998 BY THE FOLLOWING PERSONS IN THE CAPACITY INDICATED.
SIGNATURE TITLE
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/s/ JAMES R. KAHL Chairman of the Board of Directors, President, Chief Executive
- ------------------------------------------ Officer and Director (principal executive officer)
James R. Kahl
* Senior Vice President, Finance and Chief Financial Officer
- ------------------------------------------ (principal financial officer and principal accounting officer)
Phillip M. Kane
* Director
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Mitchell J. Blutt, M.D.
* Director
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Robert E. King
* Director
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Stephen P. Murray
* Director
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Brian J. Richmand
*By: /s/ JAMES R. KAHL
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James R. Kahl, Attorney-in-Fact
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK ON THIS 24TH DAY OF JUNE, 1998.
LPA HOLDING CORP.
By: /s/ JAMES R. KAHL
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Name: James R. Kahl
Title: President and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 24TH DAY OF JUNE,
1998 BY THE FOLLOWING PERSONS IN THE CAPACITY INDICATED.
SIGNATURE TITLE
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/s/ JAMES R. KAHL President, Chief Executive Officer, Chief Financial Officer and
- ------------------------------------------ Director (principal executive officer, principal financial officer
James R. Kahl and principal accounting officer)
* Director
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Mitchell J. Blutt, M.D.
* Director
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Robert E. King
* Director
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Stephen P. Murray
* Director
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Brian J. Richmand
*By: /s/ JAMES R. KAHL
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James R. Kahl, Attorney-in-Fact
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK ON THIS 24TH DAY OF JUNE, 1998.
LPA SERVICES, INC
By: /s/ JAMES R. KAHL
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Name: James R. Kahl
Title: President and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 24TH DAY OF JUNE,
1998 BY THE FOLLOWING PERSONS IN THE CAPACITY INDICATED.
SIGNATURE TITLE
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/s/ JAMES R. KAHL President, Chief Executive Officer and Director (principal
- ------------------------------------------ executive officer)
James R. Kahl
* Vice President of Finance, Chief Financial Officer and Director
- ------------------------------------------ (principal financial officer and principal accounting officer)
Phillip M. Kane
* Secretary and Director
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Peggy A. Ford
*By: /s/ JAMES R. KAHL
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James R. Kahl, Attorney-in-Fact
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