As filed with the Securities and Exchange Commission on March 9, 2000, File No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LEARNING TREE INTERNATIONAL, INC.
---------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3133814
- ------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6053 WEST CENTURY BOULEVARD 90045-0028
----------------------
LOS ANGELES, CALIFORNIA (ZIP CODE)
- ---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1999 STOCK OPTION PLAN
----------------------
(FULL TITLE OF THE PLAN)
DAVID C. COLLINS, CHIEF EXECUTIVE OFFICER
6053 WEST CENTURY BOULEVARD
LOS ANGELES, CALIFORNIA 90045-0028
-----------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 417-9700
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
THEODORE E. GUTH, ESQ.
GUTH ROTHMAN & CHRISTOPHER LLP
10866 WILSHIRE BOULEVARD, SUITE 1250
LOS ANGELES, CALIFORNIA 90024
(310) 234-6939
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
To be Registered Registered/(1)/ Per Share/(2)/ Offering Price/(2)/ Fee
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per share,
and options to purchase such Common Stock 1,500,000 shares $26.09 $39,140,625 $10,334.00
=================================================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
securities as may become issuable to prevent dilution resulting from stock
splits, stock dividends and similar events.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of the average of the high ($26.56) and
low ($25.63) sale prices of the Registrant's Common Stock on the Nasdaq
National Market on March 2, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Learning Tree International,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the period ended September
30, 1999, which is the Company's latest annual report filed pursuant to Section
13(a) of the Securities Act, that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) The Company's Quarterly Report on Form 10-Q for the period ended December
31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act").
(c) The description of the Company's Common Stock as set forth under the
caption "Description of Capital Stock" in the Company's registration statement
on Form S-1, File No. 333-12421, as filed with the Commission on September 20,
1996, and any other amendments or reports thereto filed with the Commission for
the purpose of updating such description.
In addition, all documents filed subsequent to the date of this Registration
Statement by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, as amended, prior to the filing of a post-effective amendment
which indicates that all securities 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 a part hereof from the date
of the filing of such documents. Any statement contained in a document deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
Item 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered under Section 12 of the Exchange Act.
The options registered hereunder are issued or issuable under the Company's 1999
Stock Option Plan, adopted in March 1999 by the Company and its stockholders
(the "Stock Option Plan"). The Stock Option Plan provides for the issuance of
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code and non-qualified stock options to purchase an aggregate of up to
1,500,000 shares of the Common Stock of the Company. The Stock Option Plan
permits the grant of options to officers, employees, directors and consultants
of the Company.
The Stock Option Plan is administered by a stock option committee of the
Company's Board of Directors (the "Options Committee"), which is composed of two
directors who are not eligible to participate in the Stock Option Plan. Each
option is evidenced by a written agreement in a form approved by the Options
Committee. No options granted under the Stock Option Plan are transferable by
the optionee other than by will or by the laws of descent and distribution, and
each option is exercisable, during the lifetime of the optionee, only by the
optionee.
Under the Stock Option Plan, the exercise price of an incentive stock option
must be at least equal to 100% of the fair market value of the Common Stock on
the date of grant (110% of the fair market value in the case of options granted
to employees who hold more than ten percent of the voting power of the Company's
capital stock on the date of grant). The
2
exercise price of a non-qualified stock option must be not less than 75% of the
fair market value of the Common Stock on the date of grant. For both incentive
stock options and non-qualified stock options, the exercise price must not be
less than the par value of a share of the Common Stock on the date of the grant.
The term of an incentive or non-qualified stock option is not to exceed ten
years (five years in the case of an incentive stock option granted to a ten
percent holder). The vesting schedule and the period required for full
exercisability of the stock options are at the discretion of the Stock Option
Committee of the Board of Directors. However, in no event will any option be
exercisable earlier than six months after the date of grant except in the case
of death or disability of the option holder. Upon exercise of any option granted
under the Stock Option Plan, the exercise price may be paid in cash, and/or such
other form of payment as may be permitted under the applicable option agreement,
including, without limitation, previously owned shares of Common Stock of the
Company.
As of December 31, 1999, non-qualified options for approximately 502,000
shares were outstanding under the Stock Option Plan. The exercise price of all
options granted was equal to the fair market value of the Common Stock at the
date of grant and the terms of the options granted to that date range from four
to eight years.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Theodore E. Guth is a director of the Company. In addition, he is a partner
in Guth Rothman & Christopher LLP and owns 1,319,308 shares of Common Stock, as
trustee, and holds an option to purchase 12,000 additional shares of the
Registrant's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eight of the Amended and Restated Certificate of Incorporation of the
Company and Article VIII of the By-laws of the Company (filed as Exhibits 4.3
and 4.4 hereto, respectively) provide for indemnification of officers and
directors and are incorporated herein by this reference.
Section 145 of the General Corporation Law of the State of Delaware provides,
in part, that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any suit or proceedings
because such person is or was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation, as a director,
officer, employee or agent of another corporation, against all costs actually
and reasonably incurred by him in connection with such suit or proceedings if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. Similar indemnity is
permitted to be provided to such persons in connection with an action or suit by
or in the right of the corporation, provided such person acted in good faith and
in a manner believed to be in or not opposed to the best interests of the
corporation, and provided further (unless a court of competent jurisdiction
otherwise determines) that such person shall not have been adjudged liable to
the corporation.
In accordance with Section 145 of the General Corporation Law of the State of
Delaware, the Company has entered into an agreement with its directors and
certain of its officers indemnifying them to the fullest extent permitted by
law. The indemnification provisions, and the indemnification agreements entered
into between the Company and its directors and certain of its officers, may be
sufficiently broad to permit indemnification of the Company's officers and
directors for liabilities arising under the Securities Act.
In addition, the Company also maintains insurance policies under which its
directors and officers are insured. Within the limits of these policies, the
Company's directors and officers are insured against expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities that might
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been directors or officers of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
Item 8. EXHIBITS.
Exhibit
Number
- -------
4.1 1999 Stock Option Plan of Learning Tree International, Inc. (incorporated
by reference to Exhibit A to the Company's Proxy Statement on Form 14A, as
filed with the Commission on January 29, 1999).
4.2 Form of Option Grants.
4.3 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Amendment No.1 to the
Company's registration statement on Form S-1, File Number 33-97842, as
filed with the Commission on November 13, 1995 ("Amendment No. 1")).
4.4 By-laws of the Company (incorporated by reference to Exhibit 3.2 of
Amendment No. 1).
4.5 Specimen of Common Stock Certificate (incorporated by reference to Exhibit
4.1 of Amendment No. 1).
5.1 Opinion of Guth Rothman & Christopher LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Guth Rothman & Christopher LLP (included in their opinion filed
as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page of this Registration
Statement).
____________________
4
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
(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 the Registration Statement;
(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 this Registration
Statement. However, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
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 the 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 that 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 on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this 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 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 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 of 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.
5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Los Angeles,
California, on March 8, 2000.
LEARNING TREE INTERNATIONAL, INC.
By: /s/ DAVID C. COLLINS
-------------------------------------
David C. Collins, Ph.D.
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dr. David C. Collins, Eric R. Garen and Mary C.
Adams, jointly and severally, as attorneys-in-fact, each with power of
substitution, for such person in any and all capacities, to sign any and all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/ DAVID C. COLLINS, Ph.D. Chairman of the Board of Directors March 8, 2000
- ------------------------------
David C. Collins, Ph.D. and Chief Executive Officer (principal
executive officer)
/s/ ERIC R. GAREN President and Director March 8, 2000
- ------------------------------
Eric R. Garen
/s/ GARY R. WRIGHT Chief Financial Officer, Secretary and March 8, 2000
- ------------------------------
Gary R. Wright Director (principal financial officer
and principal accounting officer)
/s/ MARY C. ADAMS Vice President, Administration and March 8, 2000
- ------------------------------
Mary C. Adams Investor Relations, Assistant
Secretary and Director
/s/ JAMES E. FURLAN Chief Operating Officer and Director March 8, 2000
- ------------------------------
James E. Furlan
/s/ THEODORE E. GUTH Director March 8, 2000
- ------------------------------
Theodore E. Guth
/s/ W. MATHEW JUECHTER Director March 8, 2000
- ------------------------------
W. Mathew Juechter
/s/ ALAN B. SALISBURY, Ph.D. Director March 8, 2000
- ------------------------------
Alan B. Salisbury, Ph.D.
/s/ MICHAEL W. KANE , Ph.D. Director March 8, 2000
- ------------------------------
Michael W. Kane, Ph.D.
6
EXHIBIT INDEX
Exhibit Number
- --------------
4.1 1999 Stock Option Plan of Learning Tree International, Inc. (incorporated
by reference to Exhibit A to the Company's Proxy Statement on Form 14A, as
filed with the Commission on January 29, 1999).
4.2 Form of Option Grants.
4.3 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
Company's registration statement on Form S-1, File Number 33-97842, as
filed with the Commission on November 13, 1995 ("Amendment No. 1")).
4.4 By-laws of the Company (incorporated by reference to Exhibit 3.2 of
Amendment No. 1).
4.5 Specimen of Common Stock Certificate (incorporated by reference to Exhibit
4.1 of Amendment No. 1).
5.1 Opinion of Guth Rothman & Christopher LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Guth Rothman & Christopher LLP (included in their opinion filed
as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page of this Registration
Statement).
7