Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW HORIZON KIDS QUEST, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1719363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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13705 Plymouth Avenue North
Plymouth, MN 55441
(Address, including zip code,
of registrant's principal executive offices)
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1994 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
(Full Title of the Plan)
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Susan K. Dunkley
President
13705 Plymouth Avenue North
Plymouth, MN 55441
(612) 557-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed Amount of
Amount to be offering price per maximum aggregate registration fee
Title of securities to be registered Registered (1) share (2) offering price (2) (3)
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<S> <C> <C> <C> <C>
Common stock, $.01 par value, issuable under
1994 Long-Term Incentive and Stock Option Plan 450,000 $2.50 $1,125,000 $332
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(1) This Registration Statement also relates to shares of common stock
previously registered and remaining unissued under Registration Statement
on Form S-8, File No. 333-04384, which (as indicated below) is incorporated
herein by reference.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the
purpose of calculating the registration fee based on the last sale price of
the Common Stock on the Nasdaq SmallCap Market on April 3, 1998.
(3) In accordance with Instruction E of Form S-8, the registration fee is being
paid with respect to the additional securities only.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(a) The contents of Registrant's Registration Statement on Form
S-8, File No. 333-04384.
(b) The description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form SB-2,
Registration No. 33-97186C.
(c) The Registrant's Annual Report on Form 10-KSB for its fiscal
year ended December 31, 1997.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended.
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ITEM 8. EXHIBITS.
(a)
Exhibit
Number Description
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5.1 Opinion of Counsel
10.4 1994 Long-Term Incentive and Stock Option Plan, as amended to date
(incorporated by reference from the Registrant's Form 10-KSB for its
fiscal year ended December 31, 1997)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel
(contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page to this Registration
Statement)
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SIGNATURES
In accordance with 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 of filing on Form S-8 and has caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on March 13,
1998.
NEW HORIZON KIDS QUEST, INC.
By /s/ William M. Dunkley
William M. Dunkley
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on March 13, 1998.
Each person whose signature appears below constitutes and appoints
William M. Dunkley, Susan K. Dunkley, and Kevin M. Greer, and each of them (with
full power to act alone), as his true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title
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/s/ William M. Dunkley Chairman of the Board and Chief Executive Officer
William M. Dunkley (principal executive officer)
/s/ Kevin M. Greer Chief Financial Officer and Secretary
Kevin M. Greer (principal financial and accounting officer)
/s/ Susan K. Dunkley President and Director
Susan K. Dunkley
/s/ Jay L. Bennett Director
Jay L. Bennett
/s/ Lyle Berman Director
Lyle Berman
/s/ Kenneth Brimmer Director
Kenneth Brimmer
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EXHIBIT INDEX TO
FORM S-8
NEW HORIZON KIDS QUEST, INC.
Exhibit
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5.1 Opinion of Counsel
10.4 1994 Long-Term Incentive and Stock Option Plan, as amended to date
(incorporated by reference from the Registrant's Form 10-KSB for its
fiscal year ended December 31, 1997)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page to this Registration
Statement)
Exhibit 5.1
March 20, 1998
New Horizon Kids Quest, Inc.
13705 First Avenue North
Plymouth, MN 55441
Re: New Horizon Kids Quest, Inc.
Gentlemen:
In connection with the proposed issuance of up to 450,000 additional
shares of common stock, $.01 par value (the "Shares"), of New Horizon Kids
Quest, Inc. (the "Company") to be issued upon exercise of options granted under
the Company's 1994 Long-Term Incentive and Stock Option Plan, as amended (the
"Plan") and to be registered with the Securities and Exchange Commission upon
the filing of a Registration Statement on Form S-8 (the "Registration
Statement"), we have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of this
opinion. Based thereon, we advise you that in our opinion the Shares have been
duly authorized by the Company and, when duly executed and authenticated and
paid for and delivered in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
This opinion relates only to an additional 450,000 shares approved for
issuance under the Plan. A prior opinion relates to the original 300,000 shares
authorized under the Plan. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
/s/ DUNKLEY, BENNETT & CHRISTENSEN, P.A.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 13, 1998, included in New Horizon Kids Quest, Inc.'s Form 10- KSB for
the year ended December 31, 1997, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 8, 1998.
