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As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-35178
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
LearningExpress.com Holdings LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 5945c 04-3511125
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(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
29 Buena Vista Street
Ayer, Massachusetts 01432
(978) 889-1000
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(Address, Including Zip Code, and Telephone Number, Including Area Code of
Registrant's Principal Executive Offices)
Steven P. Manfredi
Chief Executive Officer
LearningExpress.com Holdings LLC
29 Buena Vista Street
Ayer, Massachusetts 01432
(978) 889-1000
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code
of Agent For Service)
Copies to:
Timothy B. Bancroft, Esq.
Goulston & Storrs, P.C.
400 Atlantic Ave.
Boston, MA 02110-3333
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Approximate date of commencement of proposed sale to the public: AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the Securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.[ ] _____________
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ] ______________________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ] ________________________________
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ] ____________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.[ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 is
a Part II filing solely to file Exhibits 99.8, 99.9, 99.10 and 99.11.
Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in connection
with the sale and distribution of the securities being registered.
SEC Registration Fee.....................$______
Brokers' Fees............................$______
Blue Sky Fees and Expenses...............$______
Fees and Expenses........................$______
Printing and Engraving Costs.............$______
Legal....................................$______
Accounting Fees..........................$______
Total $
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All amounts listed above are estimates.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the operating agreement of LearningExpress.com Holdings LLC,
managers and officers of LearningExpress.com Holdings are entitled to indemnity
from the LLC for any liability incurred and/or for any act performed within the
scope of the authority conferred, and/or for any act omitted to be performed,
which indemnification shall include all reasonable expenses incurred, including
reasonable legal and other professional fees and expenses; provided, however,
that such manager or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of LearningExpress.com
Holdings LLC.
ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES.
1. At the time of its initial organization, LearningExpress.com Holdings
LLC issued 14,250 Common Shares to Sharon DiMinico for a nominal price.
2. Prior to this offering, the following individuals purchased Series A
Convertible Preferred Shares for a purchase price of $1.75 per share,
or an aggregate price of $1,049,999.00:
NAME NUMBER OF SHARES
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Sharon DiMinico 85,714
Louis DiMinico 85,714
Steven P. Manfredi 114,286
Hal Cook 142,857
Chip Will 114,286
Jerry Pope 57,143
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The Common Shares and the Series A Convertible Preferred Shares were
sold to accredited investors only, pursuant to the exemption from the
registration requirements of the Securities Act of 1933 provided by Section 4(2)
of the Securities Act and Rule 506 under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) See the Exhibit Index included immediately preceding the exhibits to
this Registration Statement.
(b) There are no schedules required under the instructions relating to the
applicable accounting regulations of the Securities and Exchange Commission or
are inapplicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post effective amendment that contains a form of prospectus
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.
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EXHIBIT INDEX
EXHIBIT
NO.
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*3.1 Amended Certificate of Formation of LearningExpress.com Holdings LLC
*3.2 Amended Certificate of Formation of LearningExpress.com LLC
*3.3 Certificate of Formation of LearningExpress.com Incentive Plan LLC
*3.4 Limited Liability Company Operating Agreement of LearningExpress.com
Holdings LLC
*3.5 Form of First Amended and Restated Limited Liability Company Operating
Agreement of LearningExpress.com Holdings LLC
*3.6 First Amended and Restated Limited Liability Company Operating
Agreement of LearningExpress.com LLC
*3.7 Liability Company Operating Agreement of LearningExpress.com Incentive
Plan LLC
*4.1 Form of Subscription Agreement for Series A Convertible Preferred
Shares (to be filed by amendment to the registration statement)
*4.2 Letter Agreement between LearningExpress.com Holdings LLC and Sharon
DiMinico, Louis DiMinico, The Learning Express, Inc. and Toy Building,
LLC dated as of December 29, 1999
*5 Opinion of Goulston & Storrs, P.C. with respect to the legality of the
securities being offered
*10.1 License Agreement between The Learning Express, Inc. and
LearningExpress.com LLC dated as of November 5, 1999
*10.2 Management Services Agreement between The Learning Express, Inc.,
LearningExpress.com LLC and LearningExpress.com Holdings LLC dated as
of November 5, 1999
*10.3 Loan Agreement between LearningExpress.com and USTrust dated as of
December 29, 1999
*10.4 Web Site Development Agreement between LearningExpress.com LLC and
Miller Systems, Inc. dated December 17, 1999.
*21 Subsidiaries of the Registrant
*23.1 Consent of Charles L. Burke, C.P.A.
*23.2 Consent of Goulston & Storrs, P.C. (included in Exhibit 5)
*24 Power of Attorney
*27 Financial Data Schedule
*99.1 Guaranty (Unlimited) executed by Sharon DiMinico in favor of USTrust
dated December 29, 1999
*99.2 Guaranty (Unlimited) executed by Louis DiMinico in favor of USTrust
dated December 29, 1999
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*99.3 Guaranty (Unlimited) executed by The Learning Express, Inc. in favor of
USTrust dated December 29, 1999
*99.4 Guaranty (Unlimited) executed by Toy Building, LLC in favor of USTrust
dated December 29, 1999
*99.5 Form of Amendment to Franchise Agreement
*99.6 Form of Amendment to Regional Franchise License Agreement
*99.7 The Learning Express, Inc. Operations Manual Supplement
**99.8 Material Modification to Franchise Offering Circular For Existing
Franchisees As Required By The California Franchise Investment Law
(franchisee version)
**99.9 Cover letter from Learning Express, Inc. to California franchisees
relating to the Material Modification to Franchise Offering Circular
For Existing Franchisees As Required By The California Franchise
Investment Law
**99.10 Material Modification to Franchise Offering Circular For Existing
Franchisees As Required By The California Franchise Investment Law
(regional owner version)
**99.11 Cover letter from Learning Express, Inc. to California regional owners
relating to the Material Modification to Franchise Offering Circular
For Existing Franchisees As Required By The California Franchise
Investment Law
* Previously filed with the Commission on April 19, 2000.
** Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Ayer, Commonwealth of
Massachusetts, on May 11, 2000.
LEARNINGEXPRESS.COM HOLDINGS LLC
/s/ Steven P. Manfredi
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By: Steven P. Manfredi
Chief Executive Officer and
Manager
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.
Signature Title Date
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/s/ Steven P. Manfredi Chief Executive Officer and May 11, 2000
- ------------------------ Manager (principal executive
Steven P. Manfredi officer)
/s/ Glenn E. Davis Chief Financial Officer and May 11, 2000
- ------------------------ Vice President, Finance
Glenn E. Davis (principal financial and
accounting officer)
/s/ Michael J. Sanders Chief Operating Officer May 11, 2000
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Michael J. Sanders
/s/ Sharon DiMinico Manager May 11, 2000
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Sharon DiMinico
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