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REGISTRATION NO. 33-88258
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EDMARK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
91-0858263
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
6727 185TH AVENUE N.E.
REDMOND, WASHINGTON 98052
(206) 556-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PAUL N. BIALEK
VICE PRESIDENT -- FINANCE AND ADMINISTRATION
6727 185TH AVENUE N.E.
REDMOND, WASHINGTON 98052
(206) 556-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
MICHAEL E. MORGAN
GREGORY L. ANDERSON
LANE POWELL SPEARS LUBERSKY
1420 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON 98101
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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EXPLANATORY NOTE
The Registrant has previously registered 825,000 shares of its Common Stock
on a Registration Statement on Form S-3 (Registration Statement No. 33-88258) to
which this Post-Effective Amendment No. 1 relates. On August 3, 1995, the
Company effected a three-for-two stock split in the form of a 50% share dividend
to shareholders of record as of July 27, 1995 (the "Share Dividend"). Also as of
that date, 66,226 Warrant Shares were surrendered to the Company pursuant to the
net exercise provisions of the warrants to purchase Common Stock. On August 9,
1995, certain of the Selling Shareholders named herein sold 218,377 shares
covered by this Registration Statement under another Registration Statement on
Form S-3 (Registration Statement No. 33-94864) (the "Subsequent Registration
Statement"). The information set forth herein reflects (i) the Share Dividend,
(ii) the net exercise of the warrants, and (iii) the sales made under the
Subsequent Registration Statement.
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952,897 SHARES
LOGO
COMMON STOCK
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This prospectus ("Prospectus") relates to the offering (the "Offering")
from time to time by certain persons named in this Prospectus (the "Selling
Shareholders") of 952,897 shares (the "Shares") of Common Stock, no par value
per share, of Edmark Corporation (the "Company"). The Company will not receive
any proceeds from the Offering.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "EDMK." On November 2, 1995, the last sale price for the Common Stock
as reported on the Nasdaq National Market was $43.75 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Shareholders directly, or through agents, dealers,
underwriters, or market makers, may offer and sell from time to time all or any
part of the Shares in amounts and on terms to be determined at the time of sale.
To the extent required, the specific Shares to be sold, the names of the Selling
Shareholders, the respective purchase price and public offering price, the names
of any such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement. Offers or sales of the Shares have not been registered or
qualified under the laws of any country other than the United States. See "Plan
of Distribution."
The aggregate proceeds to the Selling Shareholders from the sale of the
Shares will be the purchase price of the Shares sold less the aggregate agents'
commissions and underwriters' discounts, if any. By agreement, the Company will
pay substantially all of the expenses incident to the registration of the
Shares, except for underwriting discounts and selling commissions associated
with the sale of the Shares, all of which shall be paid by the Selling
Shareholders. See "Plan of Distribution" herein for a description of
indemnification arrangements for agents, dealers and underwriters.
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and information statements and other information concerning the
Company can be inspected and copies at the public reference facilities of the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
certain of its Regional Offices at 7 World Trade Center, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company has filed a Registration Statement on Form S-3 (Registration
Statement No. 33-88258) (the "Registration Statement") with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), concerning the
Shares covered by this Prospectus. This Prospectus omits certain information and
exhibits included in the Registration Statement, copies of which may be obtained
upon payment of a fee prescribed by the Commission or may be examined free of
charge at the Commission's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company's Common Stock is traded on the Nasdaq National Market. Reports
and other information concerning the Company can be inspected at the offices of
the National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006. The Company furnishes its shareholders with annual
reports containing financial statements audited by its independent auditors and
with quarterly reports containing unaudited summary financial information for
each of the first three quarters of each fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995; and
(b) The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed with the Commission on June 7,
1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference into this Prospectus.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any document incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates by reference). Such requests should be directed to the Secretary of
the Company, Paul N. Bialek, 6727 185th Avenue, N.E., Redmond, Washington 98052,
telephone (206) 556-8400.
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RISK FACTORS
An investment in the shares of Common Stock involves a high degree of risk.
In evaluating an investment in the Common Stock, prospective investors should
carefully consider the following factors in addition to the other information in
this Prospectus.
Quarterly Fluctuations and Seasonality. The Company's quarterly operating
results have fluctuated in the past and may continue to fluctuate as a result of
the number, amount and timing of new product introductions, product shipments,
acceptance by consumers of new products, product mix, product returns, marketing
expenditures, promotional programs and product development expenditures. Also,
the consumer software category in general is experiencing a shift in sales from
floppy disk based products to those on CD-ROM and is anticipated to experience a
further shift in sales from Windows 3.1 and MS-DOS-based products to Windows 95
products. These shifts may adversely affect consumer acceptance of the Company's
products and the Company's results of operations. A significant portion of the
Company's operating expenses is relatively fixed, and planned expenditures in
any given quarter are based on sales forecasts. If net revenues do not meet the
Company's expectations in any given quarter, operating results would be
adversely affected. In addition, if planned product introductions are delayed
beyond their peak selling seasons, the Company's business, financial condition
and operating results could be adversely affected in any particular quarter.
The Company's business has been highly seasonal, and its quarterly
operating results have fluctuated substantially. Sales of the Company's
multimedia educational software products in the consumer channel exhibit a
strong seasonal trend, with sales higher during the second quarter, which
includes the holiday selling season. Sales of multimedia educational software
products and special education products in the education channel tend to be
higher during the spring and summer, the Company's fourth and first fiscal
quarters, which encompass peak buying periods under school budget cycles.
Dependence on New Product Development; Product Delays. The Company's
success is largely dependent on its ability to develop new products. The Company
also depends on product upgrades and enhancements to lengthen the life cycle of
its products. The development of new products and the incorporation of new
technologies into its existing products may in the future require greater
development time and expense than the Company has experienced to date. The
Company has increased, and anticipates that it will continue to increase, the
resources devoted to new product development. Also, the emergence of new
technologies and increasing competition are expected to cause the Company to
invest significantly more time and resources in establishing technological and
market feasibility of its products.
In the past, the Company has experienced delays in the introduction of its
products, and may experience such delays in the future. A significant delay in
the introduction of a new product could adversely affect the success of the
product and the Company's operating results. There can be no assurance that the
Company will be able to introduce successful new products in the future, nor any
assurance that products will be introduced on schedule.
Technological Change. The Company must manage its software development
efforts to anticipate and adapt to changes in popular computer operating
environments and other evolving technologies. The Company's multimedia
educational software products are designed for use on Macintosh, MS-DOS and
Microsoft Windows operating environments. The Company also has adapted many of
its consumer products to operate under the Windows environment and on CD-ROM.
The Company will continue to evaluate other computer platforms and operating
environments for its products as they may become available. There can be no
assurance that the Company will be able to anticipate and adapt to changes in
computer platforms and other evolving technologies in a timely manner.
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Technological advances are providing opportunities for improvement in the
sophistication, technical capability and performance of educational and other
software products. The Company expects that these trends will result in
increased demand for consumer software utilizing the sound, graphics and data
capabilities of the latest hardware technology, and may also result in increased
development costs, shorter life cycles, and the need for increasingly
sophisticated development teams and tools. There can be no assurance that the
Company will be able to meet these demands in a competitive or cost-effective
manner. See "Business -- Product Development."
Harcourt Termination Right. The Company recently entered into an agreement
with Harcourt, a publisher in the educational market, to co-fund the development
of new multimedia educational software products. However, there is no commitment
as to the number of products to be developed, or the time period over which such
products will be developed. In addition, Harcourt has the right at any time to
terminate the agreement or to terminate any co-funding commitments by Harcourt
(subject to payment of certain fees). If Harcourt chooses to exercise its
termination rights under the agreement, the Company's operating results would be
adversely affected.
Competition. The educational software industry in which the Company
operates is very competitive. Many competitors have substantially greater
financial, technical, marketing and distribution resources than the Company. In
the consumer market, the Company competes against a large number of companies of
varying sizes and resources, including Broderbund Software, Inc., Davidson &
Associates, The Walt Disney Company, The Learning Company, Maxis, Inc.,
Microsoft Corporation ("Microsoft"), Minnesota Educational Computing Corporation
("MECC") and Sierra On-Line, Inc., as well as a number of other privately and
publicly held companies. There is an increasing number of competitive products
offered by a growing number of companies. Increased competition in the consumer
market for multimedia educational software may result in a loss of retail shelf
space, reduction in sell-through of the Company's products, or additional price
competition, any of which could have a material adverse effect on the Company's
operating results. In the school market, the Company competes against many of
these same companies and against other companies specializing in software and
print products for the special education and general education markets. Existing
competitors may continue to broaden their product lines, and potential
competitors, including larger computer or software manufacturers, entertainment
companies and educational publishers, may enter or increase their focus on the
educational software market, resulting in greater competition for the Company.
The Company's TouchWindow product line competes with other touch-sensitive
computer monitors and screens and other types of alternative input devices in
the school market. Many of these products are offered by companies with greater
resources than the Company. Management believes that companies with greater
resources and economies of scale may seek to enter this market and provide
substantial competition.
Dependence on Key Personnel. The Company's future success depends in large
part on the continued services of its key product development, technical,
marketing, sales and management personnel, and its ability to continue to
attract, motivate and retain highly qualified employees. In particular, the
Company is highly dependent upon the management services of Sally G. Narodick,
Chairman and Chief Executive Officer, and upon the product development services
of Donna G. Stanger, Vice President -- Product Development. The Company does not
have key person life insurance covering any of its personnel. The Company's key
employees may voluntarily terminate their employment with the Company at any
time. Competition for such employees is intense and the process of locating key
technical, product development and management personnel with the combination of
skills and attributes required to execute the Company's strategy is often
lengthy. Accordingly, the loss of services of key personnel or an inability to
attract additional personnel as needed could have a material adverse effect upon
the Company.
Dependence on Distribution Channels. The Company sells its software
products in both the consumer and the school markets and uses multiple channels
of distribution, including distributors,
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specialty software stores, retail chains, computer superstores, mass merchants,
discount warehouse stores, educational dealers, catalogs and direct mail. The
Company has distribution relationships with several major independent software
distributors, including ABCO, Ingram Micro Inc. ("Ingram") and Merisel Inc.
Sales of the Company's products to Ingram accounted for 39% of the Company's
consumer channel net revenues in fiscal 1995. The Company also has direct
selling relationships with several of the major computer and software retailing
and dealer organizations in the United States, including Egghead Software. The
loss of, or significant reduction in sales volume attributable to, any of the
Company's principal distributors or accounts sold through distributors or
retailers could have a material adverse effect on the Company's business,
operating results and financial condition.
Management of Growth. The Company's business has grown rapidly in recent
years. In particular, increases in resources devoted to new product development
require greater coordination between the Company's research and development,
marketing, sales and operations groups. To manage its growth effectively, the
Company must continue to implement and improve its operational systems and to
hire, train and manage its employees.
Product Returns. The Company maintains a stock balancing policy that
allows distributors and retailers to return products according to negotiated
terms or pursuant to any promotional terms that may be in effect. The Company
attempts to monitor and manage the volume of its sales to distributors and
retailers to avoid their overstocking of the Company's products, but is not able
to exercise significant control over such entities. The Company also accepts
returns of defective, shelf-worn and damaged products at any time in accordance
with negotiated terms. At the time of product shipment, the Company establishes
allowances, including allowances for stock balancing, price protection and
returns of defective, shelf-worn and damaged products, and for estimated
potential future returns of products. Product returns that exceed the Company's
allowances could materially adversely affect the Company's business and
operating results. Furthermore, it may be difficult for the Company to
accurately estimate allowances for products sold through new distribution
channels, such as general mass merchandisers, with which the Company has limited
past sales history or from which the Company receives little or no information
regarding sales to end users.
Risk of Software Errors or Failures. Software products as complex as those
offered by the Company may contain undetected errors when first introduced or
when new versions are released. The personal computer hardware environment is
characterized by a wide variety of non-standard peripherals (such as sound cards
and graphics cards) and configurations that make pre-release testing for
programming or compatibility errors very difficult and time-consuming. The
Company has experienced delays and significant technical support expenses in
connection with system compatibility requirements and quality assurance issues
associated with its products in the past. There can be no assurance that,
despite testing by the Company, errors will not be found in new products or
releases after commencement of commercial shipments, resulting in loss of or
delay in market acceptance, which could have a material adverse effect on the
Company's business, operating results and financial condition.
Stock Price Volatility. There is currently only a limited trading market
for the Company's Common Stock. The trading price of the Company's Common Stock
has been and in the future could be subject to wide fluctuations in response to
quarterly variations in operating results, announcements of technological
innovations or new products by the Company or its competitors, changes in
earnings estimates by securities analysts, general conditions in the software,
computer and education industries, the limited trading market in the Company's
Common Stock and other events or factors. In addition, the stock market has from
time to time experienced extreme price and volume fluctuations that have
particularly affected the market price of many high technology companies and
that often have been unrelated or disproportionate to the operating performance
of these companies. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock. The trading prices of many high
technology companies' stocks, including the Common Stock of the Company, are at
or near their historical highs and reflect price/earning ratios
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substantially above historical norms, especially with respect to the Company.
There can be no assurance that the trading price of the Company's Common Stock
will remain at or near its current level.
Protection of Proprietary Rights. The Company regards its software and
other education products as proprietary and relies primarily on a combination of
copyright, trademark and trade secret laws, employee and third-party
nondisclosure agreements and other methods to protect its proprietary rights.
The Company does not have any patents or patent applications pending with
respect to any of its products. The Company does not include any mechanisms to
prevent or inhibit unauthorized copying, nor does the Company currently rely on
"shrink-wrap" licenses that restrict copying and use of its software products.
The Company is aware that unauthorized copying occurs within the software
industry, and if a significant amount of unauthorized copying of the Company's
products were to occur, the Company's business, financial condition and
operating results could be adversely affected. As the number of software
products in the industry increases and the functionality of these products
further overlaps, software developers may increasingly become subject to
infringement claims. Although there are currently no infringement claims against
the Company, there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current or
future products, or that any such assertion will not require the Company to
enter into royalty arrangements or incur significant litigation costs.
SELLING SHAREHOLDERS
The Selling Shareholders purchased their Shares and warrants to purchase
the Warrant Shares on February 3, 1994. In connection with such purchase, the
Company agreed to file a registration statement with the Commission covering the
Shares and Warrant Shares issued to each Selling Shareholder and to indemnify
each Selling Shareholder against claims made against them arising out of, among
other things, statements made in such registration statement. In addition, the
Company agreed to cause this registration statement to remain effective until
February 3, 1996, or until all the Shares and Warrant Shares are sold, whichever
is earlier.
As of August 3, 1995, all of the Selling Shareholders exercised their
warrants to purchase Common Stock. Therefore, the Warrant Shares are now Shares
of Common Stock. The following table provides certain information with respect
to the Shares held and to be offered under this Prospectus from time to time by
each Selling Shareholder. Because the Selling Shareholders may sell all or part
of their Shares pursuant to this Prospectus, and this Offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
number and percentage of Shares that will be held by each Selling Shareholder
upon termination of this Offering. All Shares received by the Selling
Shareholders in the above-mentioned transaction are, however, covered by this
Prospectus, such that if all Shares listed below are sold, the Selling
Shareholders will not hold any Shares received in such transaction upon
termination of this Offering. See "Plan of Distribution."
NAME NUMBER OF SHARES
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Kleiner Perkins Caufield & Byers VI, L.P................................... 734,366
KPCB VI Founders Fund...................................................... 112,654
Roanoke Investors' Limited Partnership..................................... 37,500
Ironwood Capital........................................................... 68,377
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Total............................................................ 952,897
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Douglas J. Mackenzie, a limited partner of KPCB VI Associates, a California
general partnership and the general partner of Kleiner Perkins Caufield & Byers
VI, L.P. and KPCB VI Founders Fund, and Timothy Mott, a general partner of
Ironwood Capital, were appointed to the Board of Directors of the Company in
connection with the purchase of the Shares and Warrant Shares mentioned above.
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Frances M. Conley, a shareholder, director and principal of Roanoke Capital,
Ltd., the general partner of Roanoke Investors' Limited Partnership, has been a
member of the Board of Directors of the Company since July 1, 1992. Except as
otherwise noted above, the Company is unaware of any material relationship
between any of the Selling Shareholders and the Company in the past three years
other than as a result of the ownership of the Shares.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by any of the Selling Shareholders
or by donees or transferees, directly or through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
Shares for whom they may act as agent. The Shares or any part of the Shares may
be sold in amounts and on terms to be determined at the time of sale, including,
without limitation, block trades, in the over-the-counter market, through an
exchange or otherwise, at negotiated prices or at or relating to quoted market
prices then prevailing. The Selling Shareholders reserve the sole right to
accept and, together with any agent of the Selling Shareholders, to reject in
whole or in part any proposed purchase of the Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions. All proceeds of any sale transactions will go to the Selling
Shareholder involved in the transaction.
To the extent required, the amount of the Shares to be sold, purchase
prices, public offering prices, the names of any agents, dealers or
underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a Prospectus Supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.
Offers or sales of the Shares have not been registered or qualified under
the laws of any country, other than the United States. To comply with certain
states' securities laws, if applicable, the Shares will be offered or sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Shares may not be offered or sold unless they
have been registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two to nine
business days prior to the commencement of such distribution. In addition to and
without limiting the foregoing, each Selling Shareholder and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of any of the Shares by the Selling Shareholders or any
such other person. All of the foregoing may affect the marketability of the
Shares and the brokers' and dealers' ability to engage in market-making
activities with respect to the Shares.
Pursuant to an agreement with the Selling Shareholders, the Company will
pay substantially all of the expenses incident to the registration of the
Shares, estimated to be approximately $25,000. Under agreements entered into
with the Company, the Selling Shareholders will be indemnified by the Company
against certain civil liabilities, including liabilities under the Securities
Act.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, THE REGISTRANT HAS BEEN
INFORMED THAT IN THE OPINION OF THE SECURITIES
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AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
LEGAL MATTERS
The validity of the Common Stock offered by this Prospectus will be passed
upon by Lane Powell Spears Lubersky, Seattle, Washington. As of the date of this
Prospectus, a member of that firm beneficially owned 14,625 shares of Common
Stock of the Company.
EXPERTS
The financial statements and schedule of the Company as of June 30, 1995
and 1994, and for each of the years in the three-year period ended June 30,
1995, have been incorporated by reference herein and in the Registration
Statement in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, which is also incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to a change in the method of accounting
for income taxes effective July 1, 1993.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
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Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 3
Selling Shareholders.................. 6
Plan of Distribution.................. 7
Legal Matters......................... 8
Experts............................... 8
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952,897 SHARES
LOGO
COMMON STOCK
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PROSPECTUS
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November , 1995
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
3.1 Restated Articles of Incorporation (incorporated by reference to Form 10-K for
the year ended June 30, 1990).
3.2 Bylaws (as amended January 20, 1992) (incorporated by reference to Form 10-Q for
the three month period ended December 31, 1991).
4.1 Specimen of Common Stock Certificate (incorporated by reference to Form 10-K for
the year ended June 30, 1993).
5.1* Opinion of Lane Powell Spears Lubersky regarding legality.
10.1 Edmark Corporation Stock Option Plan (restated as of August 30, 1994)
(incorporated by reference to Form S-8, Registration No. 33-88256).
10.2 Lease between Therriault-Fleck and Edmark Corporation dated March 21, 1991
(incorporated by reference to Form 10 filed June 7, 1991).
10.3 Redmond East Business Campus Lease (incorporated by reference to Form 10-K for
the year ended June 30, 1993).
10.4 Narrative Description of the Management Incentive Awards Program of Edmark
Corporation (incorporated by reference to Form 10-K for the year ended June 30,
1993).
10.5 Directors' Stock Option Agreement for each of Allan Epstein, Harvey N. Gillis,
Allen Glenn, R. Alex Polson and W. Hunter Simpson (incorporated by reference to
Form 10-K for the year ended June 30, 1992).
10.6 Master Development and Distribution Agreement dated January 1, 1995 (incorporated
by reference to Form 10-Q/A-2 for the three month period ended March 31, 1995).
23.1* Consent of Lane Powell Spears Lubersky (contained in its opinion filed as Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (contained on signature page).
- ---------------
* Previously filed.
II-1
13
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redmond, State of Washington, on November 3,
1995.
EDMARK CORPORATION
By /s/ PAUL BIALEK
------------------------------------
Paul N. Bialek
Vice President -- Finance and
Administration,
Treasurer and Secretary
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 dates stated.
/s/ SALLY G. NARODICK Chairman, Chief Executive November 3, 1995
- ------------------------------------------ Officer and Director
Sally G. Narodick (Principal Executive Officer)
/s/ PAUL BIALEK Vice President -- Finance and November 3, 1995
- ------------------------------------------ Administration, Treasurer and
Paul N. Bialek Secretary (Principal
Financial and Accounting
Officer)
/s/ FRANCES M. CONLEY Director November 3, 1995
- ------------------------------------------
Frances M. Conley
Director
- ------------------------------------------
Allan Epstein
/s/ HARVEY N. GILLIS Director November 3, 1995
- ------------------------------------------
Harvey N. Gillis
/s/ ALLEN GLENN, PH.D. Director November 3, 1995
- ------------------------------------------
Allen Glenn, Ph.D.
Director
- ------------------------------------------
Douglas J. Mackenzie
Director
- ------------------------------------------
Timothy Mott
/s/ W. HUNTER SIMPSON Director November 3, 1995
- ------------------------------------------
W. Hunter Simpson
/s/ RICHARD S. THORP Director November 3, 1995
- ------------------------------------------
Richard S. Thorp
II-2
14
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ----------- ---------------------- -------------
3.1 Restated Articles of Incorporation (incorporated by reference to
Form 10-K for the year ended June 30, 1990).......................
3.2 Bylaws (as amended January 20, 1992) (incorporated by reference to
Form 10-Q for the three month period ended December 31, 1991).....
4.1 Specimen of Common Stock Certificate (incorporated by reference to
Form 10-K for the year ended June 30, 1993).......................
5.1* Opinion of Lane Powell Spears Lubersky regarding legality.........
10.1 Edmark Corporation Stock Option Plan (restated as of August 30,
1994) (incorporated by reference to Form S-8, Registration No.
33-88256).........................................................
10.2 Lease between Therriault-Fleck and Edmark Corporation dated March
21, 1991 (incorporated by reference to Form 10 filed June 7,
1991).............................................................
10.3 Redmond East Business Campus Lease (incorporated by reference to
Form 10-K for the year ended June 30, 1993).......................
10.4 Narrative Description of the Management Incentive Awards Program
of Edmark Corporation (incorporated by reference to Form 10-K for
the year ended June 30, 1993).....................................
10.5 Directors' Stock Option Agreement for each of Allan Epstein,
Harvey N. Gillis, Allen Glenn, R. Alex Polson and W. Hunter
Simpson (incorporated by reference to Form 10-K for the year ended
June 30, 1992)....................................................
10.6 Master Development and Distribution Agreement dated January 1,
1995 (incorporated by reference to Form 10-Q/A-2 for the three
month period ended March 31, 1995)................................
23.1* Consent of Lane Powell Spears Lubersky (contained in its opinion
filed as Exhibit 5.1).............................................
23.2 Consent of KPMG Peat Marwick LLP..................................
24.1* Power of Attorney (contained on signature page)...................
- ---------------
* Previously filed.