AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2006
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEOPLES EDUCATIONAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1368898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
299 MARKET STREET
SADDLE BROOK, NEW JERSEY 07663-5316
(201) 712-0090
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
PEOPLES EDUCATIONAL HOLDINGS, INC.
1998 STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(Full title of the plan)
BRIAN T. BECKWITH COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC O. MADSON, ESQ.
PEOPLES EDUCATIONAL HOLDINGS, INC. ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
299 MARKET STREET 2800 LASALLE PLAZA
SADDLE BROOK, NEW JERSEY 07663-5316 800 LASALLE AVENUE
(201) 712-0090 MINNEAPOLIS, MINNESOTA 55402-2015
(612) 349-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
AMOUNT AGGREGATE MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ------------------------- -------------- --------- -------------- ------------
Common stock, par value
$0.02 912,011 shares $4.99(1) $4,550,935 $486.95
- --------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Such price is based upon the average of the bid
and asked for price of our common stock as reported on the NASDAQ Capital
Market on November 2, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the information required by Items 1
and 2 of Part I is not filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Peoples Educational Holdings, Inc. (the
"Registrant") with the Securities and Exchange Commission are incorporated in
this Registration Statement by reference:
- the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
- the Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2006 and August 31, 2006;
- the Registrant's Transition Report on Form 10-Q for the transition
period from January 1, 2006 to May 31, 2006;
- the Registrant's Current Reports on Form 8-K, filed April 24, 2006 and
September 20, 2006; and
- the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-2 (Registration
Statement No. 333-123868).
All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than current
reports on Form 8-K containing Regulation FD disclosure furnished under either
Item 2.02 or Item 7.01, including any exhibits relating to information furnished
under either Item 2.02 or Item 7.01 of Form 8-K), prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in this
Registration Statement 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.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides as
follows:
A corporation may indemnify any person who was or is a party or is
threatened to be made a party 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 the corporation)
by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
the person's conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification will be made in respect to
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
The Registrant's certificate of incorporation provides that the Registrant will
indemnify any person, including persons who are not its directors and officers,
to the fullest extent permitted by the Delaware General Corporation Law. In
addition, pursuant to its Bylaws, it will indemnify its directors and officers
against expenses (including judgments or amounts paid in settlement) incurred in
any action, civil or criminal, to which any such person is a party by reason of
any alleged act or failure to act in his capacity as such, except as to a matter
as to which such director or officer shall have been finally adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation or not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation. The Registrant has also
entered into contractual agreements with each of its directors and officers
pursuant to which it has agreed to indemnify such individuals against similar
expenses incurred in connection with claims arising out of its service as a
director or officer provided that such indemnification is permitted under
applicable law.
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The Registrant maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
- ------- -----------
5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P.
23.1 Consent of McGladrey & Pullen, LLP.
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in Exhibit
5.1 hereto).
24.1 Power of Attorney (included in signature page to this registration
statement).
99.1 Peoples Educational Holdings 1998 Stock Plan [filed as an Appendix to
the Company's Definitive Proxy Statement on Schedule 14A filed May 2,
2005 and incorporated herein by reference].
99.2 Non-Qualified Stock Option Agreement by and between the Company and
Matti Prima dated September 1, 1999.
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes to:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
registration statement; and
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in 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 reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
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(2) 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
the securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant'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
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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, 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 Saddle Brook, State of New Jersey, on November 7,
2006.
PEOPLES EDUCATIONAL HOLDINGS, INC.
By /s/ BRIAN T. BECKWITH
-------------------------------------
Brian T. Beckwith
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints BRIAN T.
BECKWITH and MICHAEL L. DEMARCO, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement on Form S-8 and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on November 7, 2006.
SIGNATURE TITLE
--------- -----
/s/ BRIAN T. BECKWITH Chief Executive Officer and President, Director
- --------------------------- (Principal Executive Officer)
Brian T. Beckwith
/s/ MICHAEL L. DEMARCO Chief Financial Officer
- --------------------------- (Principal Financial and Accounting Officer)
Michael L. DeMarco
/s/ DIANE M. MILLER Executive Vice President and Director
- ---------------------------
Diane M. Miller
/s/ JAMES J. PEOPLES Chairman
- ---------------------------
James J. Peoples
/s/ G. THOMAS AHERN Director
- ---------------------------
G. Thomas Ahern
/s/ JOHN C. BERGSTROM Director
- ---------------------------
John C. Bergstrom
/s/ RICHARD J. CASABONNE Director
- ---------------------------
Richard C. Casabonne
/s/ ANTON J. CHRISTIANSON Director
- ---------------------------
Anton J. Christianson
/s/ JAMES P. DOLAN Director
- ---------------------------
James P. Dolan
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