As filed with the Securities and Exchange Commission on
September 20, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Learner's World, Inc.
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(Exact name of registrant as specified in its charter)
New York 11-3331350
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16929 E. Enterprise Drive, #206
Fountain Hills, Arizona 85268
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(Address of principal executive offices)
Consulting Shares Issued for Services
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(Full title of the plan)
Perry Barker, President
16929 E. Enterprise Drive, #206
Fountain Hills, Arizona 85268
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(Name, address, including zip code, of agent for
service)
Telephone number for Issuer: (480) 816-6140
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
Registered Share(2) Price Fee
Common Stock, $0.0001 par
value 2,350,000 $1.25 $2,937,500 $734.38
========================== ================ ================== =================== ============
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrant's Common Stock on September 17, 2001,
a date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common Stock.
Documents Incorporated by Reference X Yes No
Page -1-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Learner's World, Inc., a New York
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 and filed pursuant to Section 15(d) of the 1934 Act.
(b) All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended December 31,
2000.
(c) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
1934 Act, after the date hereof and prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered have been sold or which de-registers all
securities then remaining in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")
Page -2-
Item 5. Interests of Named Experts and Counsel
Richard D. Surber, an attorney licensed to practice law in the State of
California has previously been named as having rendered an opinion on the
validity of the securities in a prior Form S-8 filing with respect to legal
matters concerning the registration and offering of such securities. Mr. Surber
will receive 20,000 shares of the Company's $0.0001 par value common stock which
will represent less than 1% of the issued and outstanding shares of the Company
after issuance of all the shares listed in this S-8 filing. The shares are to be
received by Mr. Surber for services rendered to the Company with respect to
corporate legal work and advise to the Company.
Anslow & Jaclin, LLP, a law firm (Richard Anslow and Gregg Jaclin are the
principals of Anslow & Jaclin, LLP) licensed to practice law in the State of New
Jersey is named herein as having rendered an opinion on the validity of the
securities being registered herein with respect to legal matters concerning the
registration and offering of the securities. Mr. Anslow will receive 8,000
shares and Mr. Jaclin will receive 2,000 shares of the Company's $0.0001 par
value common stock which will collectively represent less than 1% of the issued
and outstanding shares of the Company after issuance of all the shares listed in
this S-8 filing. The shares are to be received by Mr. Anslow and Mr. Jaclin for
services rendered to the Company with respect to corporate legal work and advise
to the Company.
Item 6. Indemnification of Directors and Officers
Article 7, Section 721 through 726 of the New York Statues provide for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgments, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.
In accordance with the provisions referenced above, the Company shall indemnify
to the fullest extent permitted by it bylaws, and in the manner permissible
under the laws of the State of New York, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the
Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.
Page -3-
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index.
Item 9. Undertakings
(a) 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 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.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
(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.
(b) 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 this
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.
(c) 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 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 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.
Page -4-
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, on September 20, 2001.
Learner's World, Inc.
By: /s/ Perry E. Barker
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Perry E. Barker, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Perry E. Barker with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
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
/s/ Perry E. Barker President and Director September 20, 2001
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Perry E. Barker
/s/ Jannelle A. Ray Vice President, Director, September 20, 2001
----------------------- Secretary and Treasurer
Jennelle A. Ray
Vice President and Director September 20, 2001
-----------------------
Douglas Brooks
/s/ Harold Davis Director September 20, 2001
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Harold Davis
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Learner's World, Inc.
(a New York corporation)
INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit
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A 4.1 Agreement Regarding Compensation for Services
dated September 4, 2001 between Richard D. Surber
and the Company. *
B 4.2 Consulting Agreement dated September 17, 2001
between Anslow & Jaclin, LLP (Richard Anslow and
Gregg Jaclin as principals) and the Company. *
C 4.3 Consulting Agreement dated September 17, 2001
between Michael Mosco and the Company. *
D 4.4 Consulting Agreement dated September 17, 2001
between Robert Esposito and the Company.
E 5, 23(b) Opinion and consent of Counsel with respect to
the legality of the issuance of securities being
issued *
F 23(a) Consent of Accountant *
* Filed with the original S-8 filing on September 20, 2001 (SEC File No.
333-69686).