As filed with the Securities and Exchange Commission
on July 9, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TRO LEARNING, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3660532
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1721 Moon Lake Blvd.
Suite 555
Hoffman Estates, Illinois 60194
(847) 781-7800
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
TRO LEARNING, INC.
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of plan)
Andrew N. Peterson Copy to:
Senior Vice President, Leland E. Hutchinson, Esq.
Chief Financial Officer, Treasurer Winston & Strawn
and Secretary 35 West Wacker Drive
1721 Moon Lake Boulevard Chicago, Illinois 60601
Suite 555 (312) 558-7336
Hoffman Estates, Illinois 60194
(Name, address, including ZIP code,and
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of offering aggregate
securities to Amount to be price per offering Amount of
be registered registered share (1) price (1) registration fee
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Common Stock,
par value
$.01 per share 100,000 shrs. $8.875 $887,500 $268.94
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(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, based upon the average of the bid and ask price of the common
stock, par value $.01 per share, of TRO Learning, Inc. on the Nasdaq
National Market System on July 1, 1997.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by TRO Learning, Inc. (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K as filed with the
Commission on January 27, 1997 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referenced above including, without limitation, the
Company's Quarterly Reports on Form 10-Q as filed with the Commission on
March 12, 1997 and June 13, 1997.
(c) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on November 12, 1992 under
the Exchange Act, including any subsequent amendment or any report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer, director, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action or
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proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that this
his conduct was illegal. A Delaware corporation may indemnify any persons
who are, or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of
the fact that such person was a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include defense or
settlement of such action or suit, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director has
actually and reasonably incurred.
The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Delaware law.
The Company has entered into indemnification agreements with its directors
and executive officers which provide indemnification to the full extent
permitted by the Company's By-Laws. Such agreements also provide for the
advancement to indemnified persons of litigation costs and expenses.
The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Law, a director of the Company shall
not be liable to the Company or its stockholders for a breach of fiduciary
duty as a director.
The Company maintains directors' and officers' liability insurance
which insures the directors and officers of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of
certain acts committed by such persons in their capacities as officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.01 Certificate of Incorporation of the Company (filed as Exhibit 3.01 to
the Company's Annual Report on Form 10-K filed with the Commission on
January 27, 1997, as amended (the "Annual Report"), and hereby
incorporated by reference)
4.02 By-laws of the Company (filed as Exhibit 3.02 to the Annual Report and
hereby incorporated by reference)
*4.03 Form of TRO Learning, Inc. 1997 Non-Emoloyee Directors Stock Option
Plan
4.04 Specimen Common Stock Certificate of the Company (filed as Exhibit
4.01 to the Annual Report and hereby incorporated by reference)
*5.01 Opinion of Winston & Strawn as to the legality of the securities being
registered
*23.01 Consent of Winston & Strawn (included in its opinion filed as Exhibit
5.01)
*23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Powers of Attorney (included on signature page)
_____________________
* Filed herewith.
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ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the Registration
Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for purpose of determining any liability under the
Securities Act, 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) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the 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
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
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Hoffman Estates, State of Illinois,
on May 19, 1997.
TRO LEARNING, INC.
By: /s/ William R. Roach
____________________________________________
William R. Roach
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and executive officers of TRO Learning,
Inc. do hereby constitute and appoint Andrew N. Peterson and Mary Jo Murphy,
and each of them, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name
and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable TRO Learning,
Inc. to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign for
us, or any of us, in the capacities indicated below, any and all amendments
(including pre-effective and post-effective amendments) hereto; and we do
hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1997.
Signature Title
--------- -----
/s/ William R. Roach Chairman of the Board, President,
______________________ Chief Executive Officer and Director
William R. Roach (Principal Executive Officer)
/s/ Andrew N. Peterson Senior Vice President, Chief Financial Officer,
______________________ Treasurer and Secretary (Principal Financial
Andrew Peterson Officer and Chief Accounting Officer)
/s/ Jack R. Borsting Director
_____________________
Jack R. Borsting
/s/ Tony J. Christianson Director
________________________
Tony J. Christianson
/s/ Vernon B. Lewis Director
_____________________
Vernon B. Lewis
/s/ John L. Krakauer Director
_____________________
John L. Krakauer
/s/ John Patience Director
_____________________
John Patience
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit Page
------- ---------------------- ----
4.01 Certificate of Incorporation of the Company (filed as Exhibit
3.01 to the Company's Annual Report on Form 10-K filed with the
Commission on January 27, 1997, as amended (the "Annual Report"),
and hereby incorporated by reference)
4.02 By-laws of the Company (filed as Exhibit 3.02 to the Annual
Report and hereby incorporated by reference)
*4.03 Form of TRO Learning, Inc. 1997 Non-Employee Directors Stock
Option Plan
4.04 Specimen Common Stock Certificate of the Company (filed as
Exhibit 4.01 to the Annual Report and hereby incorporated by
reference)
*5.01 Opinion of Winston & Strawn as to the legality of the securities
being registered
*23.01 Consent of Winston & Strawn (included in its opinion filed as
Exhibit 5.01)
*23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Powers of Attorney (included on signature page)
______________________
* Filed herewith.