As filed with the Securities and Exchange Commission on September 30, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KIDDIE ACADEMY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1938283
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Kiddie Academy Corporate Center
108 Wheel Road
Bel Air, Maryland 21015
(Address of Principal Executive Offices) (Zip Code)
Kiddie Academy International, Inc. 1995 Incentive Compensation Plan
(Full title of the Plan)
George Miller, Chairman
Kiddie Academy International, Inc.
Kiddie Academy Corporate Center
108 Wheel Road
Bel Air, Maryland 21015
(Name and address of agent for service)
(410) 515-0788
(Telephone number, including area code, of agent for service)
Copy to:
Francis X. Gallagher, Jr., Esq.
Venable, Baetjer and Howard, LLP
2 Hopkins Plaza
1800 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to Proposed maximum Proposed Amount of
Title of Securities be offering price maximum registration
to be registered registered per share offering price* fee
- ----------------------------------------------------------------------------------------
<S> <C>
Common Stock, 300,000 $4.36 $1,308,000 $452
$.01 per share Par Value Shares
========================================================================================
</TABLE>
*Calculated solely for the purpose of computing the registration fee pursuant to
Rules 457(c) and (h), based upon the average of the bid and asked price as of
September 25, 1996.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the
Registrant, Kiddie Academy International, Inc., with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Prospectus contained in Amendment No. 3 to the
Registration Statement on Form SB-2, filed by the
Registrant on December 8, 1995 under the Securities
Act of 1933 (SEC File No. 33-97282);
(b) Quarterly Report on Form 10-QSB for the period ended
December 31, 1995;
(c) Quarterly Report on Form 10-QSB for the period ended
March 31, 1996;
(d) Quarterly Report on Form 10-QSB for the period ended
June 30, 1996; and
(e) Description of Common Stock of the Registrant
contained or incorporated in the Registration
Statement filed by the Registrant under the
Securities Exchange Act of 1934, including any
amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part of
the Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law, Section 145, 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 such
person is or was a director, officer, employee or agent of the corporation
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 such person acted in good faith and in a manner
the person 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 was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and then, where the person is adjudged
to be liable to the corporation, only if and to the extent that the Court of
Chancery of the State of Delaware or the court in which such action was brought
determines that such person is fairly and reasonably entitled to such indemnity
and then only for such expenses as the court shall deem proper. Where a director
or officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
Articles EIGHTH and NINTH of the Registrant's Certificate of
Incorporation provide as follows:
EIGHTH. 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 (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including an employee
benefit plan), shall be entitled to be indemnified by the Corporation to the
full extent then permitted by law against expenses (including counsel fees) and
disbursements, judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan) and amounts paid in settlement
incurred by him in connection with such action, suit, or proceeding. Such right
of indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article EIGHTH. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such person. The
indemnification provided by this Article EIGHTH shall not be deemed exclusive of
any other rights which may be provided now or in the future under any provision
currently in effect or hereafter adopted of the By-Laws by any agreement, by
vote of stockholders, by resolution of disinterested directors, by provision of
law, or otherwise.
NINTH. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision does not eliminate
the liability of the director (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 Title 8 of the Delaware Code, or (iv) for any
transaction from which the director derived an improper personal benefit. For
purposes of the prior sentence, the term "damages" shall, to the extent
permitted by law, include without limitation, any judgment, fine, amount paid in
settlement, penalty, punitive damages, excise or other tax assessed with respect
to an employee benefit plan, or expense of any nature (including, without
limitation, counsel fees and disbursements). Each person who serves as a
director of the Corporation while this Article NINTH is in effect shall be
deemed to be doing so in reliance on the provisions of this Article NINTH, and
neither the amendment or appeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for, arising out of, based upon, or in
connection with any acts or omissions of such director occurring prior to such
amendment, repeal, or adoption of an inconsistent provision. The provisions of
this Article NINTH are cumulative and shall be in addition to and independent of
any and all other limitations on or eliminations of the liabilities of directors
of the Corporation, as such, whether such limitations or eliminations arise
under or are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Registrant also provides liability insurance for its
directors and officers for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation(1)
4.2 Amendment to Articles of Incorporation(1)
4.3 Amendment to Articles of Incorporation dated
October 24, 1995(2)
4.4 Bylaws(1)
5 Opinion of Venable, Baetjer and Howard LLP(3)
23.1 Consent of Deloitte & Touche LLP(3)
23.2 Consent of Venable, Baetjer and Howard LLP (included in
Exhibit 5)
- -----------
(1) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 filed September 22, 1995 (SEC File No.
33-97282).
(2) Incorporated by reference to Amendment 1 to the Registrant's
Registration Statement on Form SB-2 filed October 26, 1995 (SEC File
No. 33-97282).
(3) Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution.
(2) That, for determining liability under the Securities Act
of 1933, as amended, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 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 of 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Kiddie Academy International, Inc. 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 Harford County
in the State of Maryland on this 30th day of September, 1996.
KIDDIE ACADEMY INTERNATIONAL, INC.
By: /s/ GEORGE MILLER
George Miller, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
The signing persons include a majority of the Registrant's
Board of Directors.
Name Capacity Date
/s/ GEORGE MILLER Chairman of the Board, Sept 12, 1996
- --------------------- and Chief Executive Officer
George Miller (Principal Executive Officer),
Director
/s/ MICHAEL J. MILLER Director Sept 12, 1996
- ---------------------
Michael J. Miller
/s/ GUY MATTA Chief Financial Officer Sept 12, 1996
- --------------------- (Principal Financial and
Guy Matta Accounting Officer)
/s/ CARL J. MEIL, JR. Director Sept 9, 1996
- ---------------------
Carl J. Meil, Jr.
<PAGE>
/s/ ANGELO D. BIZZARRO Director Sept 12, 1996
- ------------------------
Angelo D. Bizzarro
/s/ JAMES A. MITAROTONDA Director Sept 19, 1996
- ------------------------
James A. Mitarotonda
/s/ JULIAN R. SIEGEL Director Sept 19, 1996
- ------------------------
Julian R. Siegel
<PAGE>
Exhibit Index
Exhibit Number Description Page
5 Opinion of Venable, Baetjer
and Howard LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Venable, Baetjer
and Howard LLP(included in
Exhibit 5)
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410)244-7400, Fax (410)244-7742
September 30, 1996
Kiddie Academy International, Inc.
Kiddie Academy Corporate Center
108 Wheel Road
Bel Air, Maryland 21015
Gentlemen:
We have acted as counsel for Kiddie Academy International,
Inc. (the "Corporation") in connection with a registration statement on Form S-8
of the Corporation filed with the Securities and Exchange Commission (the
"Registration Statement"), pertaining to the registration of shares of common
stock (par value $.01 per share) of the Corporation (the "Shares") for
issuance and sale pursuant to the Corporation's 1995 Incentive Compensation Plan
(the "Plan").
In connection with this opinion, we have considered such
questions of law as we have deemed necessary as a basis for the opinions set
forth below, and we have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of the following: (i) the
Registration Statement; (ii) the Certificate of Incorporation and By-Laws of the
Corporation, as amended and as currently in effect; (iii) certain resolutions of
the Board of Directors of the Corporation relating to the issuance of the Shares
and the other transactions contemplated by the Registration Statement; (iv) the
Plan; (v) the Plan as amended by the Board of Directors of the Corporation
subject to approval by the stockholders to increase the number of Shares
permitted to be issued pursuant thereto (the "Amended Plan"); and (vi) such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below. In our examination, 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
certified or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Corporation and
others.
Based upon the foregoing, we are of the opinion that:
1. When sold, issued and paid for as contemplated in the Plan,
100,000 of the Shares will be validly issued, fully paid and nonassessable;
2. Subject to stockholder approval of the Amended Plan, when
sold, issued and paid for as contemplated in the Amended Plan, an additional
200,000 of the Shares will be validly issued, fully paid and nonassessable.
The law covered by the opinion set forth above is limited to
the corporate law of the State of Delaware and the federal law of the United
States of America.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ VENABLE, BAETJER AND
HOWARD, LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Kiddie Academy International, Inc. on Form S-8 with respect to the Kiddie
Academy International, Inc. 1995 Incentive Compensation Plan of our report dated
October 20, 1995 (October 24, 1995 and November 21, 1995 as to Note 1(a);
November 21, 1995 as to Note 10) appearing in the Prospectus contained in
Amendment No. 3 to the Registration Statement on Form SB-2 dated December 8,
1995.
/s/ DELOITTE & TOUCHE LLP
Baltimore, Maryland
September 27, 1996
