SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOFTKEY INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
94-2562108
(I.R.S. Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
THE LEARNING COMPANY INCENTIVE STOCK OPTION, NONQUALIFIED
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN--1990
THE LEARNING COMPANY 1986 STOCK OPTION PLAN
(Full Title of the Plan)
Michael J. Perik
Chairman of the Board and Chief Executive Officer
SoftKey International Inc.
One Athenaeum Street, Cambridge, Massachusetts 02142
(Name and Address of Agent for Service)
(617) 494-1200
Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Price Fee
Share (1)
________________________________________________________________________________
Common Stock, par 3,123,290 (1) $25,356,338.42 $8,743.57
value $.01 per share shares
(1) With respect to 3,120,290 shares, 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 varying prices at which the
options may be exercised, with the maximum such exercise price
being $23.47. With respect to 3,000 shares as to which the
offering price is not known, the offering price per share is
estimated at $22.25 solely for the purpose of calculating the
registration fee pursuant to paragraphs (c) and (h) of Rule 457
under the Securities Act of 1933, as amended, based on the average
of the high and low prices per share of the Registrant's Common
Stock reported on the Nasdaq National Market on January 5, 1996.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There is incorporated herein by reference (i) the
Annual Report on Form 10-K of SoftKey International Inc.
(the "Registrant") (File No. 0-13069) for the fiscal year
ended December 31, 1994, (ii) all other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994, (iii) the description of the
Registrant's Common Stock, par value $.01 per share (the
"Common Stock"), contained in the Registrant's registration
statement filed pursuant to Section 12(g) of the Exchange
Act and (iv) any amendment or report filed with the
Securities and Exchange Commission (the "Commission") 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 securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part thereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be
passed upon for the Registrant by Neal S. Winneg, General
Counsel of the Registrant. Mr. Winneg owns options to
purchase an aggregate of 69,375 shares of Common Stock,
which are or become exercisable in periodic installments
through June 1998.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law, as
amended, allows a corporation to eliminate the personal
liability of directors of a corporation to the corporation
or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director
breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a
law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or
obtained an improper personal benefit.
Section 145 of the Delaware General Corporation Law, as
amended, provides that 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 he is or was a
director, officer, employee or agent of the corporation or
is or was serving at its request in such capacity in 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 him in connection with such action,
suit or proceeding if he acted in good faith and in a manner
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 no reasonable cause to
believe his conduct was unlawful.
Section 8 of the Registrant's Restated Certificate of
Incorporation provides for elimination of directors'
personal liability and indemnification as follows:
"8. LIMITATION OF LIABILITY AND INDEMNIFICATION OF
DIRECTORS
8.1 ELIMINATION OF CERTAIN LIABILITIES OF DIRECTORS.
A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
an improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the
stockholders of this Section to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as
so amended. Any repeal or modification of this Section by
the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification.
8.2 INDEMNIFICATION AND INSURANCE
8.2.1 RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation, as a director, officer, employee, or agent of
another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect
to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or
agent, shall be indemnified and held harmless by the
Corporation to its fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law
permitted the Corporation to provide prior to such
amendment), against all expense, liability, and loss
(including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974, excise taxes or
penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee,
or agent and shall inure to the benefit of his or her heirs,
executors, and administrators; provided, however, that the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors
of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include
the right to be paid by the Corporation the expenses
incurred defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person
while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action
of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.
8.2.2 NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire
under any statute, provision of this Restated Certificate,
Bylaw, agreement, vote of stockholders, or disinterested
directors or otherwise.
8.2.3 INSURANCE. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or
other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability, or
loss under the Delaware General Corporation Law."
SoftKey has purchased directors' and officers'
liability insurance which would indemnify the directors and
officers of SoftKey against damages arising out of certain
kinds of claims which might be made against them based on
their negligent acts or omissions while acting in their
capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1* Restated Certificate of Incorporation
of the Registrant
4.2** Bylaws of the Registrant, as amended
5 Opinion of Neal S. Winneg, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
23.2 Consent of Arthur Andersen LLP,
Independent Accountants
23.3 Consent of KPMG Peat Marwick LLP,
Independent Accountants
23.4 Consent of Deloitte & Touche LLP,
Independent Accountants
23.5 Consent of Price Waterhouse LLP,
Independent Accountants
23.6 Consent of Neal S. Winneg, Esq.
(contained in the opinion filed as
Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on the
signature page of the Registration
Statement)
*Incorporated herein by reference to exhibit filed with the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended July 1, 1995 (File No. 0-13069).
**Incorporated herein by reference to exhibit filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-13069).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. 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 of
1933;
(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;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in the
information set forth in the registration
statement;
2. that, for the purpose of determining any liability
under the Securities Act of 1933, 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
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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
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 Act and will be governed
by the final adjudication of such issue.
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, the
Commonwealth of Massachusetts on January 9, 1996.
SOFTKEY INTERNATIONAL INC.
By: /s/ Michael J. Perik
_________________________________
Michael J. Perik
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby
authorizes Neal S. Winneg and R. Scott Murray and each of
them, with full power of substitution, to execute in the
name and on behalf of such person any amendment (including
any post-effective amendment) to this Registration Statement
and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in
this Registration Statement as the person(s) so acting deems
appropriate, and appoints each of such persons, each with
full power of substitution, attorney-in-fact to sign any
amendment (including any post-effective amendment) to this
Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.
Signature Title Date
/s/ Michael J. Perik Chairman of the January 9, 1996
____________________ Board and Chief
Michael J. Perik Executive Officer
(principal executive
officer)
/s/ R. Scott Murray Chief Financial January 9, 1996
____________________ Officer
R. Scott Murray (principal financial
and accounting
officer)
/s/ Kevin O'Leary President and January 9, 1996
____________________ Director
Kevin O'Leary
Director January , 1996
____________________
Michael Bell
Director January , 1996
____________________
James C. Dowdle
/s/ Robert Gagnon Director January 9, 1996
____________________
Robert Gagnon
/s/ Robert Rubinoff Director January 9, 1996
____________________
Robert Rubinoff
Director January , 1996
____________________
Scott M. Sperling
EXHIBIT INDEX
Exhibit
Number Page No.
4.1* Restated Certificate of
Incorporation of the Registrant
4.2** Bylaws of the Registrant, as
amended
5 Opinion of Neal S. Winneg, Esq.
23.1 Consent of Coopers & Lybrand
L.L.P., Independent Accountants
23.2 Consent of Arthur Andersen LLP,
Independent Accountants
23.3 Consent of KPMG Peat Marwick LLP,
Independent Accountants
23.4 Consent of Deloitte & Touche LLP,
Independent Accountants
23.5 Consent of Price Waterhouse LLP,
Independent Accountants
23.6 Consent of Neal S. Winneg, Esq.
(contained in the opinion filed
as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on
the signature page of the
Registration Statement)
*Incorporated herein by reference to exhibit filed with the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended July 1, 1995 (File No. 0-13069).
**Incorporated herein by reference to exhibit filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-13069).
Exhibit 5
January 8, 1996
SoftKey International Inc.
One Athenaeum Street
Cambridge, MA 02142
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Vice President and General Counsel of SoftKey
International Inc., a Delaware corporation (the
"Company"), and am issuing this opinion in connection
with the Registration Statement on Form S-8 being filed
by the Company with the Securities and Exchange
Commission (the "Commission") on the date hereof (the
"Registration Statement") for the purpose of registering
with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), 3,123,290 shares (the "Shares")
of common stock of the Company, par value $.01 per share,
issuable upon the exercise of options granted under The
Learning Company Incentive Stock Option, Nonqualified
Stock Option and Restricted Stock Purchase Plan--1990
(the "1990 Plan") and The Learning Company 1986 Stock
Option Plan (the "1986 Plan").
In this connection, I have examined and am familiar
with originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration
Statement, (ii) the 1990 Plan, (iii) the 1986 Plan, (iv)
the Restated Certificate of Incorporation and the Bylaws
of the Company, as amended, each as currently in effect,
(v) certain resolutions adopted by the Board of Directors
of the Company relating to the issuance of the Shares and
certain related matters, and such other documents,
certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In such examination, I have assumed the genuineness of
all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to me as
originals, the conformity to original documents of all
documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals
of such copies. As to any facts material to the opinions
expressed herein which I have not independently
established or verified, I have relied upon statements
and representations of other officers and representatives
of the Company and others.
I am admitted to the Bar of the Commonwealth of
Massachusetts and do not purport to be an expert on, or
express any opinion concerning, any law other than the
substantive law of the Commonwealth of Massachusetts.
Based upon and subject the foregoing, I am of the
opinion that the Shares have been duly authorized for
issuance and, when Shares have been paid for and
certificates therefor have been issued and delivered upon
exercise of options in accordance with the terms of the
1990 Plan or the 1986 Plan as contemplated by the
Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category
of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the
commission promulgated thereunder.
This opinion is furnished by me, as counsel to the
Company, in connection with the filing of the
Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used,
circulated or quoted for any other purpose or otherwise
referred to or relied upon by any other person without
the express written permission of the Company.
Very truly yours,
/s/ Neal S. Winneg
_________________________________
Neal S. Winneg
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the registration
statement of SoftKey International Inc. on Form S-8 of
our report dated March 3, 1995, on our audit of the
consolidated financial statements and financial statement
schedule of SoftKey International Inc. as of December 31,
1994 and for the year then ended, which report is
included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 8, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in this
registration statement of our report dated January 16,
1995 included in SoftKey International Inc.'s Form 10-K
for the year ended December 31, 1994 and to all
references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 8, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
SoftKey International Inc.
(formerly WordStar International Incorporated):
We consent to incorporation by reference in the
registration statement on Form S-8 of SoftKey
International Inc. for The Learning Company Incentive
Stock Option, Nonqualified Stock Option and Restricted
Purchase Plan - 1990 and The Learning Company 1986 Stock
Option Plan, of our report dated September 13, 1993,
relating to the consolidated balance sheet of WordStar
International Incorporated and subsidiaries as of June
30, 1993, and their related consolidated statements of
operations, stockholders' equity, and cash flows for each
of the years in the two-year period ended June 30, 1993,
and the related schedule, which report appears in the
December 31, 1994 annual report on Form 10-K of SoftKey
International Inc.
/s/ KPMG Peat Marwick LLP
San Francisco, California
January 8, 1996
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of SoftKey International Inc. on
Form S-8 of the report of Deloitte & Touche dated
September 30, 1992 (except for Note 12, for which the
date is October 12, 1992) (which report expresses an
unqualified opinion and includes an explanatory paragraph
referring to an uncertainty in connection with an
arbitration proceeding) relating to the financial
statements of Spinnaker Software Corporation (not
presented separately herein).
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 8, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of SoftKey
International Inc. of our report dated September 28, 1993,
except as to Note 12 which is as of December 3, 1993,
relating to the consolidated financial statements of
Spinnaker Software Corporation, appearing on page 27 of
the Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 8, 1996