-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5REECFCqXOnHlROYeZ/cSqa9Em5oR0PZIgiTGrpprG38zUft0WEI+DEHMh++YyH lXofIhyu1lrJ1DfLPjGIhA== 0000898430-01-500453.txt : 20010511 0000898430-01-500453.hdr.sgml : 20010511 ACCESSION NUMBER: 0000898430-01-500453 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEARNINGSTAR CORP CENTRAL INDEX KEY: 0001130950 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 770559897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-61537 FILM NUMBER: 1629043 BUSINESS ADDRESS: STREET 1: 2 LOWER RAGSDALE DRIVE, SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 8313332000 MAIL ADDRESS: STREET 1: 2 LOWER RAGSDALE DRIVE, SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: LEARNINGSTAR INC DATE OF NAME CHANGE: 20001229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATIONAL SIMON LLC CENTRAL INDEX KEY: 0001140418 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954738444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 310 SOUTH ST CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 9738980290 MAIL ADDRESS: STREET 1: 310 SOUTH ST CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D 1 dsc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 LEARNINGSTAR CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 52201M 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) Ronald Elliott Chief Executive Officer LearningStar Corp. 2 Lower Ragsdale Drive Suite 200 Monterey, California 93940 (831) 333-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jeffrey L. Kateman, Esq. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 (213) 485-1234 April 30, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [_] (Continued on the following page) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 52201M 10 9 PAGE 2 OF 9 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Educational Simon, L.L.C. 95-4738444 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,942,242* SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0* OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,942,242* PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0* - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,942,242* - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 35.3%* - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO - ------------------------------------------------------------------------------ * See Item 5 herein 2 Item 1. Security and Issuer. This title and class of the securities to which this Schedule 13D relates is the Common Stock, par value $.01 per share (the "Common Stock") of LearningStar Corp., a Delaware corporation (the "Issuer"). The Issuer's principal executive office is located at 2 Lower Ragsdale Drive, Suite 200, Monterey, California 93940. Item 2. Identity and Background. (a) This statement is being filed by Educational Simon, L.L.C., a Delaware limited liability company (the "Reporting Person"). (b) The address of the Reporting Person is 310 South Street, Morristown, New Jersey 07960. The names, business addresses and principal businesses of each of the managers and executive officers of the Reporting Person and each entity that controls the Reporting Person are set forth on Schedule I hereto and incorporated by reference herein. - ---------- (c) The principal business of the Reporting Person is to own an interest in, and act as a member of, Earlychildhood LLC, a California limited liability company, or any successor entity, including the Issuer, and to undertake such business activities directly related thereto. (d) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedule I hereto, has ---------- been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedule I hereto, has ---------- been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) To the best knowledge of the Reporting Person, each person listed on Schedule I hereto is a United States citizen. ---------- Item 3. Source and Amount of Funds or Other Consideration. See Item 4 below. Item 4. Purpose of Transaction. On April 30, 2001, the combination (the "Combination") of Earlychildhood LLC, a California limited liability company ("Earlychildhood"), and SmarterKids.com, Inc., a Delaware corporation ("SmarterKids") was consummated pursuant to the terms set forth in the Contribution Agreement and Plan of Reorganization and Merger, dated November 14, 2000, as amended (together with the schedules and exhibits attached thereto, the "Combination Agreement"), by and among Earlychildhood, SmarterKids, the Issuer and S-E Educational Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("Merger Sub"). A copy of the Combination Agreement, as amended, is attached 3 hereto as an exhibit and incorporated herein by reference. In the Combination, (i) the holders of outstanding membership interests in Earlychildhood contributed all of their membership interests to the Issuer in exchange for shares of Common Stock pursuant to the exchange ratios set forth in the Combination Agreement and, as a result, Earlychildhood became a wholly-owned subsidiary of the Issuer and (ii) Merger Sub was merged with and into SmarterKids, with SmarterKids surviving and becoming a wholly-owned subsidiary of the Issuer and each issued and outstanding share of SmarterKids common stock being converted into the right to receive one-eighth of a share of Common Stock. As a result of the Combination, the former holders of Earlychildhood membership interests hold approximately two-thirds of the outstanding Common Stock and the former stockholders of SmarterKids hold approximately one-third of the outstanding Common Stock. Prior to the effectiveness of the Combination, the Reporting Person was a holder of membership interests in Earlychildhood. As a result of the Combination and pursuant to the exchange ratios set forth in the Combination Agreement, the Reporting Person received 2,942,242 shares of Common Stock, representing 35.3% of the outstanding Common Stock. The shares of Common Stock held by the Reporting Person were issued in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. The Common Stock is currently listed on the Nasdaq National Market and has been registered under the Securities Exchange Act of 1934, as amended. Pursuant to the terms of the Combination Agreement, Earlychildhood has designated four persons to the board of directors of the Issuer (the "Earlychildhood Designees"). Robert MacDonald, one of the Earlychildhood Designees, is the President of the Reporting Person. Except as described herein, the Reporting Person does not have any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Person will continue to review the business of the Issuer and may in the future propose that the Issuer take one or more of such actions. Item 5. Interest in Securities of the Issuer. (a) and (b) The Reporting Person is the beneficial owner of 2,942,242 shares of Common Stock (the "Shares"), which represent 35.3% of the outstanding shares of Common Stock. The Reporting Person has the sole power to vote and dispose of the Shares. (c) Except for the acquisition of Shares in the Combination, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. 4 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Person is party to a Registration Rights Agreement, dated November 14, 2000, among the Issuer and the stockholders of the Company identified on the signature pages thereto (the "Registration Rights Agreement"), pursuant to which the Reporting Person has certain rights with respect to the registration of the Shares under the Securities Act. A copy of the Registration Rights Agreement is attached hereto as an exhibit and incorporated by reference herein. The Reporting Person has also entered into a Lock-Up Agreement, dated November 14, 2000 (the "Lock-Up") with the Issuer. Pursuant to the Lock-Up, the Reporting Person has agreed not to issue, sell, offer or agree to sell, grant any option for the sale of, pledge, make any short sale of, maintain any short position with respect to, or otherwise transfer or dispose of any of the Shares without the prior written consent of the Issuer for a period of 180 days from April 30, 2001. A copy of the Lock-Up is attached hereto as an exhibit and incorporated by reference herein. Other than the Registration Rights Agreement and the Lock-Up Agreement, the Reporting Person and, to the best of its knowledge, none of the persons listed on Schedule I hereto, has any contracts, arrangements, ---------- understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Issuer (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies). Item 7. Material to Be Filed as Exhibits. Exhibit 1 Contribution Agreement and Plan of Reorganization and Merger, dated November 14, 2000, by and among Earlychildhood LLC, SmarterKids.com, Inc., LearningStar Corp. and S-E Educational Merger Corp. (incorporated by reference to the Registration Statement on Form S-4 of the Issuer filed with the Commission on January 9, 2001). Exhibit 2 Amendment No. 1 to Contribution Agreement, dated March 14, 2001, by and among Earlychildhood LLC, SmarterKids.com, Inc., LearningStar Corp. and S-E Educational Merger Corp. (incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-4/A of the Issuer filed with the Commission on March 15, 2001). Exhibit 3 Registration Rights Agreement, dated November 14, 2000, by and among LearningStar Corp. and the stockholders listed on the signature pages thereto (incorporated by reference to the Registration Statement on Form S-4 of the Issuer filed with the Commission on January 9, 2001). 5 Exhibit 4 Form of Lock-Up Agreement (incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-4/A of the Issuer filed with the Commission on March 7, 2001). 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 10, 2001 EDUCATIONAL SIMON, L.L.C. By: /s/ Robert MacDonald -------------------- Name: Robert MacDonald Title: President S-1 SCHEDULE I EXECUTIVE OFFICERS OF EDUCATIONAL SIMON, L.L.C. The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers of Educational Simon, L.L.C. is set forth below. Educational Simon, L.L.C. does not have a management committee. The managing member of Educational Simon, L.L.C. is IP99 Private Equity LLC. IP99 Private Equity LLC does not have any officers. The managing member of IP99 Private Equity LLC is WESKIDS III, L.L.C. Information with respect to WESKIDS III, L.L.C. is set forth below. To the best knowledge of the Reporting Person, each person listed below is a citizen of the United States.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE EDUCATIONAL SIMON, L.L.C. - --------------------------------- ---------- ------------------------------ Robert W. MacDonald President Managing Director, 310 South Street William E. Simon & Sons, L.L.C. Morristown, NJ 07962 John A. Gerson Chief Financial Officer and Vice Chief Financial Officer, William 310 South Street President E. Simon & Sons, L.L.C. Morristown, NJ 07962 Michael B. Lenard Vice President and Assistant Managing Director and Counselor, 10990 Wilshire Blvd, 5th Floor Corporate Secretary William E. Simon & Sons, L.L.C. Los Angeles, CA 90024 Christine W. Jenkins Vice President and Secretary Vice President and Secretary, 310 South Street William E. Simon & Sons, L.L.C. Morristown, NJ 07962 Charles F. Festo Vice President Deputy General Counsel, William 310 South Street E. Simon & Sons, L.L.C. Morristown, NJ 07962 Cheryl Brown Vice President Senior Vice President - Finance, 310 South Street William E. Simon & Sons, L.L.C. Morristown, NJ 07962
I-1 WESKIDS III, L.L.C. The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and managers of WESKIDS III, L.L.C. is set forth below. To the best knowledge of the Reporting Person, each person listed below is a citizen of the United States.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF NAME AND BUSINESS ADDRESS TITLE WESKIDS III, L.L.C. ------------------------- ---------- ------------------------------ Michael B. Lenard Manager & President Managing Director and Counselor, 10990 Wilshire Blvd, 5th Floor William E. Simon & Sons, L.L.C. Los Angeles, CA 90024 John A. Gerson Manager, Vice President, Chief Financial Officer, William 310 South Street Treasurer & Chief Financial E. Simon & Sons, L.L.C. Morristown, NJ 07962 Officer Christine W. Jenkins Manager, Vice President and Vice President and Secretary, 310 South Street Secretary William E. Simon & Sons, L.L.C. Morristown, NJ 07962 Charles F. Festo Vice President Deputy General Counsel, William 310 South Street E. Simon & Sons, L.L.C. Morristown, NJ 07962 Cheryl Brown Vice President Senior Vice President - Finance, 310 South Street William E. Simon & Sons, L.L.C. Morristown, NJ 07962
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