AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEARNINGSTAR CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0559897
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2 LOWER RAGSDALE DRIVE
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
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LEARNINGSTAR CORP.
SECOND AMENDED AND RESTATED 2001 EMPLOYEE STOCK PURCHASE PLAN
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RONALD ELLIOTT
CHIEF EXECUTIVE OFFICER
LEARNINGSTAR CORP.
2 LOWER RAGSDALE DRIVE
MONTEREY, CA 93940
(831) 333-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
JEFFREY L. KATEMAN, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM
OF SHARES MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock,
$0.01 par value......... 125,000 $1.29 $161,250 $39
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(1) Represents 125,000 additional shares of common stock ("Common Stock") of
LearningStar Corp., a Delaware corporation (the "Company") reserved for
issuance under the Second Amended and Restated 2001 Employee Stock
Purchase Plan (the "Plan"), by virtue of an amendment to the Plan that,
among other things, increased the number of shares issuable under the
Plan from 125,000 to 250,000. This registration statement shall also
cover any additional shares of Common Stock which may become issuable
under the Plan by reason of any stock split, stock dividend,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock of the Company. Pursuant to Rule 416
under the Securities Act of 1933, as amended, this Registration
Statement also covers an indeterminate number of shares of Common Stock
which may be issued as a result of anti-dilution provisions contained in
the Plan.
(2) Estimated solely for purposes of computing the registration fee for the
additional shares registered hereby pursuant to Rule 457(h)(1) of the
Securities Act of 1933, as amended, based on the average of the high and
low sales prices of the Company's Common Stock of $1.29 per share as
reported on The Nasdaq SmallCap Market on December 17, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
LearningStar Corp. (the "Registrant") files this Registration Statement
pursuant to Instruction E of Form S-8 and incorporates by reference the contents
of the previous Registration Statement filed by the Registrant on Form S-8
(Registration No. 333-64766). The current registration of 125,000 shares of
Common Stock will increase the number of shares registered for issuance under
the Registrant's Second Amended and Restated 2001 Employee Stock Purchase Plan
to 250,000 shares.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
* 4.1 LearningStar Corp. Second Amended and Restated 2001 Employee
Stock Purchase Plan
*5.1 Opinion of Latham & Watkins
*23.1 Consent of Latham & Watkins (included as part of Exhibit 5.1)
*23.2 Consent of KPMG LLP
*23.3 Consent of KPMG LLP
*23.4 Consent of PricewaterhouseCoopers LLP
*24 Power of Attorney (included on the signature pages of this
registration statement)
* Filed herewith.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Monterey, State of California, on this 20th day
of December, 2001.
LEARNINGSTAR CORP.
By: /s/ Richard Delaney
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Richard Delaney
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Ronald Elliott and Richard Delaney, and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement,
and any and all amendments thereto (including pre- and post-effective
amendments) or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act, and to
file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons in their
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Albert Noyes Chairman of the Board December 20, 2001
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Albert Noyes
Director and Chief Executive December 20, 2001
/s/ Ronald Elliott Officer (Principal Executive
- ------------------------------------- Officer)
Ronald Elliott
Director and Chief Financial December 20, 2001
/s/ Richard Delaney Officer (Principal Accounting
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Richard Delaney
/s/ Louis Casagrande Director December 20, 2001
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Louis Casagrande
/s/ Dean DeBiase Director December 20, 2001
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Dean DeBiase
/s/ Scott Graves Director December 20, 2001
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Scott Graves
S-1
SIGNATURE TITLE DATE
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/s/ Michael Kolowich Director December 20, 2001
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Michael Kolowich
/s/ Robert MacDonald Director December 20, 2001
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Robert MacDonald
INDEX TO EXHIBITS
EXHIBIT PAGE
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*4.1 LearningStar Corp. Second Amended and Restated 2001 Employee
Stock Purchase Plan
*5.1 Opinion of Latham & Watkins
*23.1 Consent of Latham & Watkins (included as part of Exhibit 5.1)
*23.2 Consent of KPMG LLP
*23.3 Consent of KPMG LLP
*23.4 Consent of PricewaterhouseCoopers LLP
*24 Power of Attorney (included on the signature pages of this
registration statement)
* Filed herewith.