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As filed with the Securities and Exchange Commission on January 29, 1998
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
THE LEARNING COMPANY, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 94-2562108
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Athenaeum Street, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
ABC/EA HOME SOFTWARE, INC. 1994 STOCK OPTION PLAN
CREATIVE WONDERS, INC. 1997 STOCK OPTION PLAN
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(Full title of the Plans)
Neal S. Winneg, Esq.
Vice President and General Counsel
The Learning Company, Inc.
One Athenaeum Street
Cambridge, Massachusetts 02142
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(Name and address of agent for service)
(617) 494-1200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price (2) Fee
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Common Stock, 8,826 shares (2) $24,966.96 $8.00
$.01 par value
per share
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_______________________________
(1) Consists of 5,504 shares issuable under the ABC/EA Home Software, Inc. 1994
Stock Option Plan and 3,322 shares issuable under the Creative Wonders, Inc.
1997 Stock Option Plan.
(2) The offering price is computed pursuant to paragraph (h) of Rule 457 under
the Securities Act of 1933, as amended, on the basis of the price at which the
options may be exercised, with the maximum exercise price per share being $4.21.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-43653, filed by the
Registrant on January 2, 1998, relating to the ABC/EA Home Software, Inc. 1994
Stock Option Plan and the Creative Wonders, Inc. 1997 Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cambridge, Commonwealth of Massachusetts, on this
27th day of January, 1998.
THE LEARNING COMPANY, INC.
By:/s/ Michael J. Perik
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Michael J. Perik
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Learning Company, Inc.
hereby severally constitute Michael J. Perik, R. Scott Murray and Neal S.
Winneg, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable The Learning
Company, Inc. to comply with the provisions of the Securities Act and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Capacity Date
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/s/ Michael J. Perik Chairman of the Board January 27, 1998
----------------------------- and Chief Executive Officer
Michael J. Perik (Principal Executive Officer)
/s/ R. Scott Murray Executive Vice President January 27, 1998
----------------------------- and Chief Financial Officer
R. Scott Murray (Principal Financial and
Accounting Officer)
/s/ Kevin O'Leary Director and President January 27, 1998
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Kevin O'Leary
Director January , 1998
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Lamar Alexander
Director January , 1998
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Michael A. Bell
/s/ James C. Dowdle Director January 27, 1998
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James C. Dowdle
/s/ Robert Gagnon Director January 27, 1998
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Robert Gagnon
/s/ Charles L. Palmer Director January 27, 1998
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Charles L. Palmer
Director January , 1998
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Carolynn N. Reid-Wallace
/s/ Robert A. Rubinoff Director January 27, 1998
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Robert A. Rubinoff
Director January , 1998
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Scott M. Sperling
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/s/ Anthony J. DiNovi Director January 27, 1998
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Anthony J. DiNovi
Director January , 1998
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Mark E. Nunnelly
/s/ Paul J. Zepf Director January 27, 1998
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Paul J. Zepf
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EXHIBIT INDEX
Exhibit
Number
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4.1(1) Restated Certificate of Incorporation, as
amended
4.2(1) By-Laws, as amended
5 Opinion of Neal S. Winneg, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
23.2 Consent of Neal S. Winneg, Esq.
(included in Exhibit 5).
24 Power of Attorney (included in the signature
pages of this Registration Statement).
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(1) Incorporated herein by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended July 6, 1996.