-----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, DwsFuoS8oQG7xzOj0h4aIXpEiJTQmdSB9CIRtZkvL0w09KKcF0UHoscXerhM41g1 YcXVIyvKPk3v7/uUSYud9Q== 0000950135-99-000147.txt : 19990118 0000950135-99-000147.hdr.sgml : 19990118 ACCESSION NUMBER: 0000950135-99-000147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990115 EFFECTIVENESS DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEARNING CO INC CENTRAL INDEX KEY: 0000719612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942562108 STATE OF INCORPORATION: DE FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70705 FILM NUMBER: 99507392 BUSINESS ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174941200 MAIL ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: SOFTKEY INTERNATIONAL INC DATE OF NAME CHANGE: 19940210 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-8 1 THE LEARNING COMPANY, INC. 1 As filed with the Securities and Exchange Commission on January 15, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE LEARNING COMPANY, INC. (Exact name of Registrant as specified in its charter) Delaware 94-2562108 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Athenaeum Street, Cambridge, MA 02142 (Address of principal executive offices) (Zip code) PALLADIUM INTERACTIVE, INC. 1996 STOCK OPTION PLAN and PALLADIUM INTERACTIVE, INC. 1997 STOCK OPTION PLAN (Full title of the Plans) Neal S. Winneg Senior Vice President and General Counsel The Learning Company, 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 - -------------------------------------------------------------------------------------- Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered(1) Per Share(2) Offering Price(2) Fee ---------- ------------- -------------- ----------------- ------------ Common Stock, $.01 par value per share 39,465 shares $ 7.154 $282,332.61 $ 83.29 - --------------------------------------------------------------------------------------
- ---------- (1) Consists of shares issuable under the Palladium Interactive, Inc. 1996 Stock Option Plan and the Palladium Interactive, Inc. 1997 Stock Option Plan. (2) 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 weighted average price at which the options may be exercised. 2 INTRODUCTORY NOTE On December 14, 1998, The Learning Company, Inc., a Delaware corporation (the "Registrant"), and Mattel, Inc., a Delaware corporation ("Mattel"), announced that they have signed a definitive agreement ("the Agreement") for the merger of their two companies (the "Merger"). Under the terms of the Agreement, at the effective time of the Merger, the stockholders of the Registrant will receive a number of shares of Mattel Common Stock equal to the number determined by dividing $33.00 by the Average Acquiror Price (as defined below); provided, however that (i) if the number determined by dividing $33.00 by the Average Acquiror Price is less than or equal to 1.0, the Exchange Ratio shall be 1.0, and (ii) if the number determined by dividing $33.00 by the Average Acquiror Price is 1.2 or higher the Exchange Ratio shall be 1.2. Average Acquiror Price means the average of the closing prices of Mattel Common Stock on the New York Stock Exchange ("NYSE") as reported on the NYSE Composite Transaction Tape for the ten trading days selected by lot out of the twenty trading days ending on and including the fifth trading day preceding the effective time of the Merger (the "Random Trading Days"). The Random Trading Days will be selected by lot by designated representatives of Mattel and the Registrant at 5:00 p.m. New York City time on the second trading day preceding the effective time of the Merger. The Merger Agreement provides that upon consummation of the Merger, the Registrant will be merged with and into Mattel. Consummation of the Merger is subject to various conditions set forth in the Merger Agreement. In connection with the Merger Agreement, the Registrant and Mattel entered into an Option Agreement, dated as of December 13, 1998 (the "Option Agreement"), pursuant to which the Registrant granted to Mattel the right to purchase up to 18% of the Registrant's outstanding Common Stock. The option granted pursuant to the Option Agreement is exercisable upon the occurrence of certain events, none of which has occurred at the time of this filing. Also, in connection with the Merger Agreement, certain stockholders of the Registrant entered into stockholder support agreements (the "Stockholder Support Agreements") with Mattel, pursuant to which such stockholders agreed to vote their shares in favor of the approval and adoption of the Merger Agreement. The foregoing description of the Merger, the Merger Agreement, the Option Agreement and the Stockholder Support Agreements is qualified in its entirety by reference to the Merger Agreement and the Option Agreement, copies of which are filed as exhibits to the Registrant's Current Report on Form 8-K, dated December 13, 1998, and the Stockholder Support Agreements, copies of which are filed as exhibits to the Merger Agreement. -2- 3 PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Palladium Interactive, Inc. 1996 Stock Option Plan and the Palladium Interactive, Inc. 1997 Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. The following documents, which are on file with the Securities and Exchange Commission, are incorporated in this Registration Statement by reference: (a) The Registrant's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains, either directly or by incorporation by reference, audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above. (c) The description of the Common Stock, $.01 par value per share ("Common Stock"), contained in a registration statement filed under the Exchange Act, including any amendment or report filed 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 shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the 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 165,500 shares of Common Stock, which are or become exercisable in periodic installments through August 2001. -3- 4 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 Company'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 -4- 5 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." The Registrant has purchased directors' and officers' liability insurance which would indemnify the directors and officers of the Registrant 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. -5- 6 Item 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference. Item 9. UNDERTAKINGS. 1. The Registrant hereby undertakes: (a) 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; (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; and (iii) 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; provided, however, that paragraphs (i) and (ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (b) that, for the purpose of determining any liability under the Securities Act, 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 (c) 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. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof. -6- 7 3. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. -7- 8 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, Commonwealth of Massachusetts, on this 15th day of January, 1999. THE LEARNING COMPANY, INC. By: /s/ Michael J. Perik ------------------------------- Michael J. Perik Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of The Learning Company, Inc. hereby severally constitute Michael J. Perik, R. Scott Murray and Neal S. Winneg, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable The Learning Company, Inc. to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto. -8- 9 Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signatures Capacity Date ---------- -------- ---- /s/ Michael J. Perik Chairman of the Board January 15, 1999 - ------------------------------ and Chief Executive Officer Michael J. Perik (Principal Executive Officer) /s/ R. Scott Murray Executive Vice President January 15, 1999 - ------------------------------ and Chief Financial Officer R. Scott Murray (Principal Financial and Accounting Officer) /s/ Kevin O'Leary Director and President January 15, 1999 - ------------------------------ Kevin O'Leary /s/ Lamar Alexander Director January 15, 1999 - ------------------------------ Lamar Alexander /s/ Michael A. Bell Director January 15, 1999 - ------------------------------ Michael A. Bell /s/ Anthony J. DiNovi Director January 15, 1999 - ------------------------------ Anthony J. DiNovi /s/ Robert Gagnon Director January 15, 1999 - ------------------------------ Robert Gagnon /s/ Mark E. Nunnelly Director January 15, 1999 - ------------------------------ Mark E. Nunnelly /s/ Carolynn N. Reid-Wallace Director January 15, 1999 - ------------------------------ Carolynn N. Reid-Wallace /s/ Robert A. Rubinoff Director January 15, 1999 - ------------------------------ Robert A. Rubinoff /s/ Scott M. Sperling Director January 15, 1999 - ------------------------------ Scott M. Sperling /s/ Paul J. Zepf Director January 15, 1999 - ------------------------------ Paul J. Zepf -9- 10 EXHIBIT INDEX Exhibit Number - ------- 5 Opinion of Neal S. Winneg, Esq. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Ernst & Young LLP. 23.4 Consent of Neal S. Winneg, Esq. (included in Exhibit 5). 24 Power of Attorney (included in the signature pages of this Registration Statement). -10- EX-5 2 OPINION OF NEAL WINNEG 1 Exhibit 5 January 15, 1999 The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Senior Vice President and General Counsel of The Learning Company, 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"), 39,465 shares (the "Shares") of common stock of the Company, par value $.01 per share, issuable upon the exercise of options granted under the Palladium Interactive, Inc. 1996 Stock Option Plan and the Palladium Interactive, Inc. 1997 Stock Option Plan (the "Palladium Plans"). 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 Palladium Plans, (iii) the Restated Certificate of Incorporation and the Bylaws of the Company, as amended, each as currently in effect, (iv) certain resolutions adopted by the Board of Directors of the Company relating to the issuance of the Shares and certain related matters and (v) 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 the Shares have been duly authorized for issuance and, when the Shares have been paid for and certificates therefor have been issued and delivered upon exercise of options in accordance with the terms of the Palladium Plans 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. 2 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, 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 Senior Vice President and General Counsel EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of The Learning Company, Inc. on Form S-8 of our report dated October 10, 1998 which report is included in Amendment No. 1 to Current Report on Form 8-K/A, on our audits of the consolidated supplemental financial statements and financial statement schedule of valuation and qualifying accounts of The Learning Company, Inc. as of January 3, 1998 and January 4, 1997 and for each of the three fiscal years in the period ended January 3, 1998. We also consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 9, 1998 (except as to Note 12 which is as of March 6, 1998), on our audits of the consolidated financial statements and financial statement schedule of valuation and qualifying accounts of The Learning Company, Inc. as of January 3, 1998 and January 4, 1997 and for each of the three fiscal years in the period ended January 3, 1998, which report is included in the Company's Annual Report on Form 10-K/A for the fiscal year ended January 3, 1998. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts January 15, 1999 EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of The Learning Company, Inc. (the "Company") of our report dated March 2, 1998, relating to the combined financial statements of Mindscape Group which appear in the Company's Current Report on Form 8-K/A, dated March 27, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California January 15, 1999 EX-23.3 5 CONSENT OF ERNST & YOUNG 1 Exhibit 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of The Learning Company, Inc. pertaining to the Palladium Interactive, Inc. 1996 Stock Option Plan and the Palladium Interactive, Inc. 1997 Stock Option Plan of our report dated October 3, 1997, with respect to the consolidated financial statements and schedule of Broderbund Software, Inc. included in its Annual Report (Form 10-K) for the year ended August 31, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Palo Alto, California January 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----