-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FuiFHAV7Y7UVbQEfbOYwDNA6k5BsTZainRhCMWIor1Xw6aW0wmFwJyH6Dt8LIjk6 Re/7AV7AO3OMxAyOFF/61Q== 0000950135-95-001419.txt : 199506280000950135-95-001419.hdr.sgml : 19950628 ACCESSION NUMBER: 0000950135-95-001419 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 7 033-60087 FILED AS OF DATE: 19950626 EFFECTIVENESS DATE: 19950626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTKEY INTERNATIONAL INC CENTRAL INDEX KEY: 0000719612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942562108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 033-60593 FILM NUMBER: 95549364 BUSINESS ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174941200 FORMER COMPANY: FORMER CONFORMED NAME: WORDSTAR INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICROPRO INTERNATIONAL CORP DATE OF NAME CHANGE: 19890618 S-3MEF 1 SOFTKEY INTERNATIONAL INC. FORM S-3MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ SOFTKEY INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) DELAWARE 94-2562108 (State or other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.)
ONE ATHENAEUM STREET CAMBRIDGE, MASSACHUSETTS 02142 (617) 494-1200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ NEAL S. WINNEG VICE PRESIDENT AND GENERAL COUNSEL SOFTKEY INTERNATIONAL INC. ONE ATHENAEUM STREET CAMBRIDGE, MASSACHUSETTS 02142 (617) 494-1200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: LOUIS A. GOODMAN MARK G. BORDEN SKADDEN, ARPS, SLATE, MEAGHER & FLOM HALE AND DORR ONE BEACON STREET 60 STATE STREET BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02109 (617) 573-4800 (617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: /X/ 33-60087 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / 33- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / / ------------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share................................. 379,499 shares $29.19 $11,077,575.81 $3,819.85 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of 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 June 26, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This registration statement is being filed with respect to the registration of additional shares of common stock, par value $.01 per share, of SoftKey International Inc., a Delaware corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 33-60087) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 3 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-3 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 June 26, 1995. 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 on June 26, 1995 by the following persons in the capacities indicated.
SIGNATURE TITLE DATE - ------------------------------------- -------------------------------------- ---------------- * Chairman of the Board and June 26, 1995 - ------------------------------------- Chief Executive Officer Michael J. Perik (principal executive officer) * Chief Financial Officer June 26, 1995 - ------------------------------------- (principal financial and accounting R. Scott Murray officer) * President and Director June 26, 1995 - ------------------------------------- Kevin O'Leary * Director June 26, 1995 - ------------------------------------- Michael Bell * Director June 26, 1995 - ------------------------------------- Rober Gagnon * Director June 26, 1995 - ------------------------------------- Robert Rubinoff * Director June 26, 1995 - ------------------------------------- Scott M. Sperling
*By: /s/ NEAL S. WINNEG ---------------------------- Neal S. Winneg, as attorney-in-fact for each of the persons indicated II-1 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- ------------------------------------------------------------------------ ---- 5.1 Opinion of Neal S. Winneg regarding legality of securities being registered* 23.1 Written consent of Coopers & Lybrand L.L.P.* 23.2 Written consent of Arthur Andersen LLP* 23.3 Written consent of KPMG Peat Marwick LLP* 23.4 Written consent of Deloitte & Touche LLP* 23.5 Written consent of Price Waterhouse LLP* 23.6 Written consent of Neal S. Winneg (contained in the opinion filed as Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of the Company's Registration Statement on Form S-3 (Registration No. 33-60087))** - --------------- * Filed herewith. ** Filed with the Securities and Exchange Commission on June 9, 1995.
EX-5.1 2 OPINION OF NEAL S. WINNEG 1 EXHIBIT 5.1 June 26, 1995 SoftKey International Inc. One Athenaeum Street Cambridge, MA 02142 Re: Public Offering of up to 379,499 Shares of the Common Stock of SoftKey International Inc. ------------------------------------------------- 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-3 being filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement"). The Registration Statement relates to the registration by the Company under the Securities Act of 1933, as amended (the "1933 Act"), of up to 349,499 shares (the "Company Shares") to be sold by the Company and 30,000 shares (the "Selling Stockholder Shares") to be sold by certain selling stockholders of the Company (the "Selling Stockholders") of common stock of the Company, par value $.01 per share (the "Common Stock"). In this connection and as General Counsel for the Company, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement (together with the form of preliminary prospectus forming a part thereof); the Restated Certificate of Incorporation of the Company, as amended, and the Bylaws of the Company, as amended, each as in effect on the date hereof; certain resolutions adopted by the Board of Directors of the Company relating to the preparation and filing of 2 SoftKey International Inc. June 26, 1995 Page 2 the Registration Statement and the registration of the Company Shares and the Selling Stockholder Shares, the issuance and sale of the Company Shares by the Company, the approval of the Company's Long Term Equity Incentive Plan (the "LTIP") and form of Award Agreement for the grant of employee stock options under the LTIP (the "Award Agreement") and certain related matters; the form of proposed Underwriting Agreement (the "Underwriting Agreement") among the Company, the Selling Stockholders and the Underwriters named therein (the "Underwriters") filed as an exhibit to the Registration Statement; letters to certain of the Selling Stockholders relating to adjustments in the exercise price of certain employee stock options resulting from business combinations involving the Company (the "Option Letters"); the form of resolutions to be adopted by the Offering Committee of the Company's Board of Directors (the "Offering Committee"); a form of specimen certificate for the Common Stock; certain agreements, certificates of public officials, certificates of officers or representatives of the Company or others; 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 officers and other 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 to the foregoing, I am of the opinion that: 1. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2. Assuming (a) that the Offering Committee approves the price at which the Company Shares are sold to the Underwriters pursuant to the Underwriting Agreement and (b) the conformity of the certificates representing the Company Shares to the form of the specimen certificate for the Common Stock examined by me and the due execution and delivery of such certificates, the Company Shares have been duly authorized for issuance and, when certificates therefor have been issued, paid for and delivered as contemplated in the Registration Statement, the Company Shares will be validly issued, fully paid and nonassessable. 3. Assuming that Selling Stockholder Shares to be issued by the Company to certain of the Selling Stockholders pursuant to the exercise of employee stock options granted under the LTIP are acquired by such Selling Stockholders through the exercise of such options in accordance with the terms of the Award Agreement and the Option Letters and (b) the conformity of the certificates representing the Selling Stockholder Shares to the form of the specimen certificate for the Common Stock examined by me and the due execution and delivery of such certificates, the Selling 3 SoftKey International Inc. June 26, 1995 Page 3 Stockholder Shares have been duly authorized for issuance, and have been or will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the prospectus filed as part of 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 purpose or otherwise referred to or relied upon by any other person without my express written permission. Very truly yours, Neal S. Winneg General Counsel EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in the registration statement of SoftKey International Inc. on Form S-3 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. We also consent to the reference to our firm under the caption "Experts". COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 23, 1995 EX-23.2 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated January 16, 1995 and to all references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts June 23, 1995 EX-23.3 5 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders SoftKey International Inc. (formerly WordStar International Incorporated): We consent to the use of our report included herein dated September 13, 1993, relating to the consolidated balance sheets 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, and to the reference to our firm under the heading "Experts" in the prospectus. KPMG PEAT MARWICK LLP San Francisco, California June 23, 1995 EX-23.4 6 INDEPENDENT AUDITORS CONSENT 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement No. 33-60087 of SoftKey International Inc. on Form S-3 of our report 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 therein) appearing in the Annual Report on Form 10-K of SoftKey International, Inc. for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Boston, Massachusetts June 23, 1995 EX-23.5 7 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-3 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, which appears in such Prospectus. We also consent to the references to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Boston, Massachusetts June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----