-----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, RYyS22vMpf+YzQL+1q25iwQZnfDS0b/P3YAvvh1cFhEubNsAEczNa7pMHO3sPSES ekXv08TvxHiBC5hjJlr1CA== 0000891020-95-000580.txt : 19951208 0000891020-95-000580.hdr.sgml : 19951208 ACCESSION NUMBER: 0000891020-95-000580 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951207 EFFECTIVENESS DATE: 19951226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDMARK CORP CENTRAL INDEX KEY: 0000777249 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 910858263 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64823 FILM NUMBER: 95600078 BUSINESS ADDRESS: STREET 1: 6727 185TH AVE NE STREET 2: PO BOX 97021 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2065568400 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 7, 1995 Registration No. 33-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- EDMARK CORPORATION (Exact name of issuer as specified in its charter) ---------------------- WASHINGTON 91-0858263 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6727-185th Avenue NE, Redmond, Washington 98052 (Address of Principal Executive Offices) (Zip Code) ---------------------- EDMARK CORPORATION 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the Plan) ---------------------- PAUL N. BIALEK VICE PRESIDENT - FINANCE AND ADMINISTRATION CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY EDMARK CORPORATION 6727-185TH AVENUE NE REDMOND, WASHINGTON 98052 (206) 556-8400 (Name, address and telephone number of agent for service) With copies to: Michael E. Morgan Gregory L. Anderson Lane Powell Spears Lubersky 1420 Fifth Avenue, Suite 4100 Seattle, Washington 98101-2338 (206) 223-7000
CALCULATION OF REGISTRATION FEE =============================================================================================================== TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE =============================================================================================================== Common Stock, 120,000 $39.75 $4,770,000 $1,645 No par value ===============================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock of Edmark Corporation (the "Company") as may become issuable by reason of the anti-dilution provisions of the Company's 1995 Non-Employee Directors' Stock Option Plan (the "Plan"). (2) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Common Stock of the Company reported on the Nasdaq National Market on December 5, 1995. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS In accordance with the Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3 -- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated herein by reference the following documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission"): (a) The description of the Company's Common Stock contained in the Registration Statement on Form 10 (Registration No 0-19339) filed with the Commission on June 7, 1991; and (b) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995; and (c) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referred to in (b) above. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares made hereby shall be deemed to be incorporated by reference into this Prospectus. ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the Common Stock registered hereunder has been passed upon by Lane Powell Spears Lubersky, Seattle, Washington. At December 4, 1995, members of that firm beneficially owned an aggregate of 9,750 shares of Common Stock of the Company. ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). Article XII of the registrant's Bylaws provide for indemnification of the registrant's directors, officers, employees and agents to the fullest extent permitted by Washington law. Certain of the directors of the registrant, who are affiliated with principal shareholders of the registrant, also may be indemnified by such shareholders against liability they may incur in their capacity as a director of the registrant, including pursuant to a liability insurance policy for such purpose. Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transaction from which the director personally received a benefit in money, property or services to which the director is not legally entitled. Article XIII of the registrant's Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the registrant and its shareholders. 1 3 ITEM 8 -- EXHIBITS
Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Lane Powell Spears Lubersky. 10.1 Edmark Corporation 1995 Non-Employee Directors' Stock Option Plan, filed as Exhibit B to the Company's 1995 Proxy Statement and incorporated by reference herein. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Lane Powell Spears Lubersky is contained in their opinion filed as Exhibit 5.1 to this Registration Statement.
ITEM 9 -- UNDERTAKINGS (1) 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 this Registration Statement or any material change to such information in the registration statement. (2) 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. (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. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (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 the initial bona fide offering thereof. (3) 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. 2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the city of Redmond, Washington, on December 7, 1995. EDMARK CORPORATION By /s/ SALLY G. NARODICK ------------------------------------ Sally G. Narodick Chief Executive Officer and Chairman POWERS OF ATTORNEY Each of the undersigned hereby appoints Sally G. Narodick and Paul N. Bialek, as his or her attorney-in-fact to sign his or her name, in any and all capacities to any amendments (including post-effective amendments) to this Registration Statement and to any other documents in connection therewith to be filed with the Securities and Exchange Commission. Both of such attorneys have the power to act with or without the other. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signatures Titles Date ---------- ------ ---- /s/ SALLY G. NARODICK ----------------------------- Chief Executive Officer and December 7, 1995 Sally G. Narodick Chairman /s/ PAUL N. BIALEK ----------------------------- Principal Accounting and December 7, 1995 Paul N. Bialek Principal Financial Officer /s/ FRANCES M. CONLEY ----------------------------- Director December 7, 1995 Frances M. Conley /s/ ALLEN EPSTEIN ----------------------------- Director December 7, 1995 Allan Epstein /s/ HARVEY N. GILLIS ----------------------------- Director December 7, 1995 Harvey N. Gillis /s/ ALLEN D. GLENN ----------------------------- Director December 7, 1995 Allen D. Glenn /s/ DOUGLAS J. MACKENZIE ----------------------------- Director December 7, 1995 Douglas J. MacKenzie /s/ TIMOTHY MOTT ----------------------------- Director December 7, 1995 Timothy Mott /s/ W. HUNTER SIMPSON ----------------------------- Director December 7, 1995 W. Hunter Simpson /s/ RICHARD S. THORP ----------------------------- Director December 7, 1995 Richard S. Thorp
3 5 INDEX TO EXHIBITS
Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Lane Powell Spears Lubersky. 10.1 Edmark Corporation 1995 Non-Employee Directors' Stock Option Plan, filed as Exhibit B to the Company's 1995 Proxy Statement and incorporated by reference herein. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Lane Powell Spears Lubersky is contained in their opinion filed as Exhibit 5.1 to this Registration Statement.
EX-5.1 2 OPINION OF LANE POWELL SPEARS LUBERSKY 1 EXHIBIT 5.1 December 7, 1995 EDMARK CORPORATION 6727 185th Ave. N.E. Redmond, WA 98052 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for Edmark Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of the Registration Statement on Form S-8 (the "Registration Statement"), relating to 120,000 shares of common stock, no par value per share, of the Company (the "Common Stock") being offered pursuant to the Company's 1995 Non-Employee Directors' Stock Option Plan (the "Plan"). In rendering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Company's management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. In connection with this letter, we have concerned ourselves solely with the application of the laws of the State of Washington and the laws of the United States, and no opinion is expressed herein concerning the possible effects of the laws of any other jurisdiction. Subject to the foregoing, we are of the opinion that upon payment to the Company of the option exercise price for the shares of Common Stock, and upon issuance and delivery of the shares of Common Stock pursuant to the Plan, the Common Stock will be validly issued, fully paid and nonassessable. The opinions contained in this letter are given as of the date hereof, and we render no opinion as to any matter brought to our attention subsequent to the date hereof. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments or supplements thereto. Very truly yours, LANE POWELL SPEARS LUBERSKY /s/ Lane Powell Spears Lubersky EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Edmark Corporation: We consent to the use of our report incorporated by reference herein, relating to the balance sheets of Edmark Corporation as of June 30, 1994 and 1995, and the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1995, and the related financial statement schedule, which report appears in the June 30, 1995 annual report on Form 10-K of Edmark Corporation. Our report refers to a change in the method of accounting for income taxes effective July 1, 1993. KPMG PEAT MARWICK LLP Seattle, Washington December 6, 1995 -----END PRIVACY-ENHANCED MESSAGE-----