As filed with the Securities and Exchange Commission on September 5, 2000
Registration No. 333-90361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SCHOOL SPECIALTY, INC.
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 39-0971239
(State of (I.R.S. Employer
Incorporation) Identification Number)
1000 North Bluemound Drive
Appleton, Wisconsin 54914
(Address of Principal Executive Offices) (Zip Code)
SCHOOL SPECIALTY, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
Daniel P. Spalding, Chief Executive Officer
School Specialty, Inc.
1000 North Bluemound Drive
Appleton, Wisconsin 54914
(Name and Address of Agent for Service)
(920) 734-5712
(Telephone Number, including area code, of Agent for Service)
Copy to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
(414) 273-3500
Pursuant to a Registration Statement on Form S-8
(Registration No. 333-90361) (the "Registration
Statement"), School Specialty, Inc., a Delaware
corporation ("Old School"), registered 571,685 shares
of Common Stock, $0.001 par value per share (the
"Shares"), under the Securities Act of 1933, as amended
(the "Securities Act"), which Shares were to be issued
pursuant to Old School's Amended and Restated 1998
Stock Incentive Plan.
On August 31, 2000, Old School merged into New
School, Inc., a Wisconsin corporation and a wholly-
owned subsidiary of Old School (the "Company"). Upon
completion of the merger, the Company changed its name
to "School Specialty, Inc."
Pursuant to Rule 414(d) under the Securities Act,
the Company hereby adopts as its own registration
statement for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended, the
Registration Statement. Moreover, the Company hereby
amends and restates the following items of the
Registration Statement for the purpose of reflecting
material changes resulting from the merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Form 10-K for the
year ended April 29, 2000;
(b) The Registrant's Form 10-Q for the
quarter ended July 29, 2000;
(c) The Registrant's current report on
Form 8-K filed on September 1, 2000; and
(d) The description of the Registrant's
Common Stock contained in the Registrant's
Registration Statement filed pursuant to
Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),
and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-
effective amendment which indicates that all
shares offered have been sold or which deregisters
all securities then remaining unsold, shall be
deemed to be incorporated by reference in this
Registration Statement and to be part hereof from
the date of filing such documents. For purposes
of this Item 3, Registrant means Old School and,
after the merger, the Company.
Item 6. Indemnification of Directors and Officers
Section 180.0851 of the Wisconsin Business
Corporation Law (the "WBCL") requires a
corporation to indemnify a director or officer, to
the extent such person is successful on the merits
or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the
proceeding, if such person was a party to such
proceeding because he or she was a director or
officer of the corporation. In cases where a
director or officer is not successful on the
merits or otherwise in the defense of a
proceeding, a corporation is required to indemnify
a director or officer against liability incurred
by the director or officer in a proceeding if such
person was a party to such proceeding because he
or she is a director or officer of the corporation
unless it is determined that he or she breached or
failed to perform a duty owed to the corporation
and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the
corporation or its shareholders in connection with
a matter in which the director or officer has a
material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or
her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper
personal profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that
subject to certain limitations, the mandatory
indemnification provisions do not preclude any
additional right to indemnification or allowance
of expenses that a director or officer may have
under a corporation's articles of incorporation or
by-laws, a written agreement between the director
or officer and the corporation or a resolution of
the board of directors or the shareholders.
Unless otherwise provided in the articles of
incorporation or by-laws, or by written agreement
between the director or officer and the
corporation, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners as
specified in Section 180.0855 of the WBCL: (i) by
majority vote of a disinterested quorum of the
board of directors, or if such disinterested
quorum cannot be obtained, by a majority vote of a
committee of two or more disinterested directors;
(ii) by independent legal counsel chosen by a
quorum of disinterested directors or its committee
(or if unable to obtain such a quorum or
committee, by a majority vote of the full board of
directors); (iii) by a panel of three arbitrators
(one of which is chosen by a quorum of
disinterested directors); (iv) by the vote of the
shareholders; (v) by a court; or (vi) by any other
method provided for in any additional right of
indemnification permitted in Section 180.0858 of
the WBCL.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation, pursuant to Section
180.0853 of the WBCL, at such time as the director
or officer furnishes to the corporation a written
affirmation of his or her good faith belief that
he or she has not breached or failed to perform
his or her duties; and a written undertaking to
repay any amounts advanced if it is determined
that indemnification by the corporation is not
required or that indemnification is not ordered by
a court.
Section 180.0859 of the WBCL provides that it
is the public policy of the State of Wisconsin to
require or permit indemnification, allowance of
expenses and insurance to the extent required or
permitted under Sections 180.0850 to 180.0858 of
the WBCL for any liability incurred in connection
with any proceeding involving a federal or state
statute, rule or regulation regulating the offer,
sale or purchase of securities.
As permitted by Section 180.0858, the
Registrant has adopted indemnification provisions
in its By-Laws which provide for indemnification
of directors, officers, designated employees and
designated agents to the fullest extent permitted
under the WBCL. Article VII of the Registrant's
By-Laws, among other items, provides that upon
written request of a director, officer, designated
employee or designed agent who is a party to an
action, the Registrant must pay or reimburse such
person's expenses as incurred if such person
provides a written affirmation of his or her good
faith belief that he or she is entitled to
indemnification and a written undertaking to repay
all amounts advanced if it is ultimately
determined that indemnification is prohibited.
The Registrant has purchased directors' and
officers' liability insurance which insures the
Registrant's officers and directors against
certain liabilities which may arise under the
Securities Act.
Item 8. Exhibits.
See "Exhibit Index."
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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,
in the City of Appleton, State of Wisconsin, on August
29, 2000.
SCHOOL SPECIALTY, INC.
By: /s/ Daniel P. Spalding
------------------------------
Daniel P. Spalding
Chief Executive Officer
and Chairman of the Board
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 indicated.
Name Date
/s/ Daniel P. Spalding Date: August 29, 2000
- --------------------------
Daniel P. Spalding
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
/s/ Mary M. Kabacinski Date: August 29, 2000
- -------------------------
Mary M. Kabacinski
Executive Vice President and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
Directors: David J. Vander Zanden, Jonathan J. Ledecky, Leo C.
McKenna, Rochelle Lamm and Jerome M. Pool.
By: /s/ Daniel P. Spalding Date: August 29, 2000
----------------------------------------
Daniel P. Spalding, as Attorney-in-Fact*
* Pursuant to authority previously granted by power of
attorney, copies of which are incorporated by
reference to Exhibit 24 of the Form S-8 filed on
November 5, 1999.
EXHIBIT INDEX
Exhibits
4 School Specialty, Inc. Amended and
Restated 1998 Stock Incentive Plan,
incorporated by reference to Appendix C of the
School Specialty, Inc. definitive Proxy
Statement dated July 24, 2000 filed in
connection with the School Specialty, Inc.
2000 Annual Meeting of Stockholders.
5 Opinion of Godfrey & Kahn, S.C. regarding
legality of the Common Stock being registered.
23.1 Consent of Godfrey & Kahn, S.C., included in Exhibit 5.
23.2 Consent of PricewaterhouseCoopers LLP.