SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (November 16, 1998)(November18, 1998)
SCHOLASTIC CORPORATION
(Exact name of registrant as specified in its charter)
0-19860
Commission File Number
DELAWARE 13-3385513
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
555 Broadway, New York, New York 10012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 343-6100
SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED NOVEMBER 18, 1998
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Item 5. Other Events
On September 16, 1998, the Board of Directors of the Company approved, subject
to approval of the holders of the Company's Class A Stock, $.01 par value (the
"Class A Stock"), two new employee benefit programs - the Scholastic Corporation
1998 Employee Stock Purchase Plan (the "Employee Plan") and the Scholastic
Corporation Management Stock Purchase Plan (the "Management Plan;" the Employee
Plan and the Management Plan are collectively referred to as the "Plans"). The
Plans are designed to encourage broad-based employee stock ownership by enabling
eligible employees of the Company to acquire the Company's Common Stock, $.01
par value (the "Common Stock").
Although only holders of Class A Stock have the right to vote to approve the
Plans, the Board of Directors of the Company believes that it is important that
all of the Company's stockholders be provided, for their information, the
opportunity to become acquainted with the key terms of the Plans. Accordingly, a
description of the proposed Plans (attached hereto as Exhibit 99.1) was mailed
on or about November 16, 1998 to holders of record of the Company's Common Stock
as of November 6, 1998 for their information.
The Employee Plan allows eligible employees to purchase Common Stock at a
discount through payroll deductions. The Employee Plan is intended to qualify as
an "employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). Any employee who is a "5% owner" of the
Company's securities may not participate in the Employee Plan. In addition, as
described below, specified employees may be excluded from participation in the
Employee Plan
The Management Plan is intended to create a means to provide deferred
compensation to selected management employees of the Company and its affiliates
and to raise their level of stock ownership in the Company. The Management Plan
allows eligible employees to purchase restricted stock units ("RSUs") on a
pretax basis and at a discount (subject to certain conditions) with amounts that
would otherwise be paid as cash bonuses under the Company's Annual Incentive
Plan. The Management Plan will at all times be entirely unfunded, and no
participant or other person will own any interest in any particular assets of
the Company or any of its affiliates (including Common Stock) by reason of the
right to receive payment under the Management Plan until distribution of any
vested amount. It is anticipated that the Management Plan will generally cover
vice-presidents and above and that employees who participate in the Management
Plan will not be eligible to participate in the Employee Plan.
Both Plans may be amended, frozen or terminated at any time. No amendment will
be effective unless approved by the holders of Class A Stock of the Company if
such stockholder approval of such amendment is required to comply with Section
423 of the Code (solely with regard to the Employee Plan) or any applicable law,
regulation or stock exchange rule.
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED NOVEMBER 18, 1998
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(Item 5 continued)
A maximum of 200,000 shares of Common Stock have been reserved under the
Employee Plan and a maximum of 150,000 shares have been reserved under the
Management Plan, in each case, subject to adjustment in certain events. The
shares available under either Plan may be treasury shares or authorized but
unissued shares and, in the case of the Employee Plan, shares may also be
purchased on the open market.
The foregoing is summary of the Plans and is qualified in its entirety by the
plan documents. Copies of the proposed Employee Plan and Management Plan being
submitted for approval by the holders of Class A Stock are included hereto as
Exhibit 10.14 and Exhibit 10.15, respectively.
Item 7. Exhibits
Exhibit
Number Description of Document
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10.14 Proposed form of the Scholastic Corporation 1998
Employee Stock Purchase Plan.
10.15 Proposed form of the Scholastic Corporation Management
Stock Purchase Plan.
99.1 Letter to Stockholders, dated November 16, 1998.
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED NOVEMBER 18, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCHOLASTIC CORPORATION
(Registrant)
/s/ Richard Robinson
Date: November 18, 1998 --------------------------------
Richard Robinson
Chairman, Chief Executive Officer &
President
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED NOVEMBER 18, 1998
EXHIBIT INDEX
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Exhibit Number Description of Document Page Number in Sequentially
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Exhibit 10.14 Proposed form of Scholastic E-1
Corporation 1998 Employee Stock
Purchase Plan.
Exhibit 10.15 Proposed form of Scholastic E-2
Corporation Management Stock
Purchase Plan
Exhibit 99.1 Letter to Stockholders, dated E-3
November 16, 1998
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