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As filed with the Securities and Exchange Commission on July 15, 1998.
Registration No. 333-
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
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)
THE LEARNING COMPANY, INC. 1996 STOCK OPTION PLAN
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(Full title of the Plan)
Neal S. Winneg
Senior 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 Per Share Offering Price Fee
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Common Stock, 2,000,000 shares 29.3125(1) 58,625,000(1) 17,295(1)
$.01 par value
per share
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(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on July 10, 1998 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended.
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Statement of Incorporation by Reference
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333-02337, relating to the Registrant's 1996 Stock Option
Plan (the "Initial Registration Statement").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 of the Initial Registration Statement is amended and restated in
its entirety as follows:
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Learning Company, Inc. (the "Registrant") is subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission. The following documents, which are on
file with the Securities and Exchange Commission, are incorporated in this
Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act") that contains, either directly or by
incorporation by reference, audited financial statements for the
Registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the Common Stock, $.01 par value per
share ("Common Stock"), contained in a registration statement filed
under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 9 of the Initial Registration Statement is amended and restated in
its entirety as follows:
Item 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
(a) 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 the
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; and
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(iii) to 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 paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(b) 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; and
(c) 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.
2. The undersigned 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 in the initial
bona fide offering thereof.
3. 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 foregoing provisions, 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 Cambridge, Commonwealth of Massachusetts,
on this 14th day of July, 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 any of them, and to 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 name and on
our 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 any and all amendments thereto.
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 date indicated.
SIGNATURE TITLE DATE
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/s/ Michael J. Perik Chairman of the Board and Chief Executive July 14, 1998
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Michael J. Perik
/s/ R. Scott Murray Executive Vice President and Chief Financial July 14, 1998
- ------------------------- Officer (Principal Financial and Accounting
R. Scott Murray Officer)
/s/ Kevin O'Leary President and Director July 14, 1998
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Kevin O'Leary
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/s/ Lamar Alexander Director July 14, 1998
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Lamar Alexander
/s/ Michael A. Bell Director July 14, 1998
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Michael A. Bell
/s/ Robert Gagnon Director July 14, 1998
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Robert Gagnon
/s/ Carolynn N. Reid-Wallace Director July 14, 1998
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Carolynn N. Reid-Wallace
/s/ Robert A. Rubinoff Director July 14, 1998
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Robert A. Rubinoff
/s/ Scott M. Sperling Director July 14, 1998
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Scott M. Sperling
/s/ Anthony J. DiNovi Director July 14, 1998
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Anthony J. DiNovi
/s/ Mark E. Nunnelly Director July 14, 1998
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Mark E. Nunnelly
/s/ Paul J. Zepf Director July 14, 1998
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Paul J. Zepf
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EXHIBIT INDEX
Exhibit
Number
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4.1 Restated Certificate of Incorporation, as
amended (1)
4.2 Bylaws, as amended (1)
5 Opinion of Neal S. Winneg, Esq.
10 The Learning Company, Inc.
1996 Stock Option Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP,
Independent Accountants
23.2 Consent of PricewaterhouseCoopers LLP
Independent Accountants
23.3 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.