SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
April 30, 2001
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LEARNINGSTAR CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-32613 77-0559897
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
2 Lower Ragsdale Drive, Suite 200
Monterey, California 93940
(Address of Principal Executive Offices) (Zip Code)
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(831) 333-2000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Item 5. Other Events
This Current Report on Form 8-K/A amends and restates in its entirety the
Current Report on Form 8-K previously filed by the Company with the Commission
on May 1, 2001.
On April 30, 2001, the transactions contemplated by the Contribution Agreement
and Plan of Reorganization and Merger, dated as of November 14, 2000, as amended
on March 14, 2001 (the "Combination Agreement"), by and among SmarterKids.com,
Inc., a Delaware corporation ("SmarterKids.com"), Earlychildhood LLC, a
California limited liability company ("Earlychildhood"), LearningStar Corp., a
Delaware corporation ("LearningStar") and S-E Educational Merger Corp., a
Delaware corporation and wholly-owned subsidiary of LearningStar, were
consummated, pursuant to which SmarterKids.com and Earlychildhood combined (the
"Combination") and became wholly-owned subsidiaries of LearningStar. The
LearningStar common stock, par value $.01 per share (the "LearningStar Common
Stock"), issued to the former SmarterKids.com stockholders and holders of
Earlychildhood membership interests was approved for listing on the Nasdaq
National Market and, on Tuesday, May 1, 2001, began trading under the symbol
"LRNS."
In connection with the Combination, on April 30, 2001 (i) a Certificate of
Merger relating to the merger of SmarterKids.com and S-E Educational Merger
Corp. was filed with the Secretary of State of the State of Delaware and S-E
Educational Merger Corp merged with and into SmarterKids.com with
SmarterKids.com surviving and becoming a wholly-owned subsidiary of
LearningStar, and (ii) the holders of all of Earlychildhood's outstanding
membership interests contributed their entire ownership interest in
Earlychildhood to LearningStar in exchange for LearningStar Common Stock and
Earlychildhood became a wholly-owned subsidiary of LearningStar. No funds were
used by LearningStar to acquire control of SmarterKids.com and Earlychildhood
except for cash paid in lieu of fractional shares of LearningStar Common Stock
to be issued upon conversion of SmarterKids.com common stock or in exchange for
Earlychildhood membership interests, as the case may be.
As a result of the consummation of the Combination, SmarterKids.com's common
stock was delisted from the Nasdaq National Market effective upon the close of
the market on April 30, 2001 and SmarterKids.com ceased to be a public company.
All of the directors of SmarterKids.com and members of the Earlychildhood
management committee resigned effective April 30, 2001.
Upon consummation of the Combination, each outstanding share of SmarterKids.com
common stock was converted into the right to receive one-eighth of one share of
LearningStar Common Stock and each .0001% of each class of membership interest
in Earlychildhood was exchanged for shares of LearningStar Common Stock in
accordance with the exchange ratios set forth in the Combination Agreement. The
exchange ratios were determined through arm's-length negotiation between
SmarterKids.com and Earlychildhood. Fractional shares of LearningStar Common
Stock, if any, will not be issued in connection with the combination.
LearningStar will pay cash with respect to any fractional shares of LearningStar
Common Stock to which a SmarterKids.com stockholder or Earlychildhood member
would otherwise be entitled based on the market price of the LearningStar Common
Stock on May 1, 2001.
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On January 9, 2001, LearningStar filed its Registration Statement on Form S-4
with the Securities and Exchange Commission pursuant to which it issued an
aggregate of 3,214,232 shares of LearningStar Common Stock to the holders of
SmarterKids.com common stock and holders of options and warrants to purchase
SmarterKids.com common stock, as applicable.
Concurrently with the consummation of the Combination, on April 30, 2001, Al
Noyes resigned as Chief Executive Officer of LearningStar and was appointed
Chairman of the Board of LearningStar and Ronald Elliott resigned as Chairman of
the Board of LearningStar and was appointed Chief Executive Officer of
LearningStar.
In connection with the consummation of the Combination, Mr. Noyes and
LearningStar executed a Retention Agreement and LearningStar executed a
Severance Agreement with David Blohm, the former President and Chief Executive
Officer of SmarterKids.com, a copy of each of which is filed as an exhibit
hereto.
The businesses of LearningStar, through its wholly-owned subsidiaries
SmarterKids.com and Earlychildhood and their respective subsidiaries, shall
initially consist of the businesses conducted by SmarterKids.com and
Earlychildhood and their respective subsidiaries immediately prior to the
consummation of the Combination. In this regard, LearningStar intends to
continue to devote the assets associated with these businesses to generally the
same purposes as these assets were employed prior to the Combination.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
As Earlychildhood's members will have a controlling interest in LearningStar,
the Combination will be recorded as if Earlychildhood acquired SmarterKids.com.
Accordingly, the audited financial statements of SmarterKids.com as of December
31, 1999 and 2000 and for the years ended December 31, 1998, 1999 and 2000 which
were included in the SmarterKids.com Annual Report on Form 10-K for the year
ended December 31, 2000 are herein incorporated by reference.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Condensed Combined Financial Information which was
included in Post-Effective Amendment No. 2 to LearningStar's Registration
Statement on Form S-4 filed with the Commission on April 27, 2001 is herein
incorporated by reference.
(c) Exhibits
2.1 Contribution Agreement and Plan of Reorganization Merger dated as of
November 14, 2000 by and among SmarterKids.com, Inc., Earlychildhood
LLC, LearningStar Corp, and S-E Educational Merger Corp. (incorporated
by reference from LearningStar's Registration Statement on Form S-4, as
amended (File No. 333-53454)).
2.2 Amendment No. 1 to the Contribution Agreement and Plan of
Reorganization and Merger, dated March 14, 2001 by and among
SmarterKids.com, Inc., Earlychildhood LLC, LearningStar Corp. and S-E
Educational Merger Corp. (incorporated by reference from
LearningStar's Registration Statement on Form S-4, as amended (File No.
333-53454 )).
2.3 Severance Agreement, dated April 30, 2001, by and between LearningStar
Corp. and David Blohm (incorporated by reference to LearningStar's
Current Report on Form 8-K filed with the Commission on May 1,
2001).
2.4 Retention Agreement, dated April 30, 2001, by and between LearningStar
Corp. and Al Noyes (incorporated by reference to LearningStar's
Current Report on Form 8-K filed with the Commission on May 1,
2001).
99.1 Text of Press Release, dated April 30, 2001 (incorporated by reference
to LearningStar's Current Report on Form 8-K filed with the Commission
on May 1, 2001). .
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
LEARNINGSTAR CORP.
Date: May 14, 2001 By: /s/ Robert J. Cahill
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Name: Robert J. Cahill
Title: Chief Financial Officer
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