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Registration No. ___________
As filed with the Securities and Exchange Commission on August 15, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CHILDTIME LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3261854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
38345 WEST 10 MILE ROAD, SUITE 100 48335
FARMINGTON HILLS, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
CHILDTIME LEARNING CENTERS, INC. 1995 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
CHILDTIME LEARNING CENTERS, INC. DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
HAROLD A. LEWIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHILDTIME LEARNING CENTERS, INC.
38345 WEST 10 MILE ROAD, SUITE 100
FARMINGTON HILLS, MI 48335
(Name and address of agent for service)
(248) 476-3200
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock 300,000 shares $10.75 (1) $3,225,000 (1) $ 977.27
Common Stock 75,000 shares $10.75 (1) $ 806,250 (1) $ 244.32
Total 375,000 shares $10.75 $4,031,250 $1,221.59
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of computing the
registration fee and, based on the average of the high and low prices of
the Common Stock as quoted on The NASDAQ National Market System on August
13, 1997.
Page 1 of 8 Pages
Exhibit Index is on Page 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of Childtime Learning Centers, Inc. (the
"Registrant") on Form 10-K for the fiscal year ended March 28,
1997, filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The description of the Registrant's Common Stock included
under the caption "Description of Capital Stock" on pages 41 through
43 of the Registrant's Prospectus, dated February 2, 1996, filed with
the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), as part
of its Registration Statement on Form S-1 (Registration No. 33-99596),
effective February 2, 1996 (the "Registration Statement"), 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 securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Restated Bylaws generally provides
that the Registrant will indemnify its directors and officers to the fullest
extent authorized or permitted under the Michigan Business Corporation Act.
The Michigan Business Corporation Act authorizes a corporation, under
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certain circumstances, to indemnify its directors and officers (including to
reimburse them for expenses incurred).
The Registrant's Restated Articles of Incorporation generally limit
the personal liability of directors for monetary damages for breaches of
fiduciary duty. If a director were to breach such duty in performing his or
her duties as a director, neither the Registrant nor its shareholders could
recover monetary damages from the director, and the only course of action
available to the Registrant's shareholders would be equitable remedies, such as
an action to enjoin or rescind a transaction involving a breach of fiduciary
duty. To the extent claims against directors are limited to equitable
remedies, the provision in the Restated Articles of Incorporation may reduce
the likelihood of derivative litigation and may discourage shareholders or
management from initiating litigation against directors for breach of their
fiduciary duty.
Under the Restated Articles of Incorporation and the Michigan Business
Corporation Act, liability for monetary damages remains for (i) any breach of
the duty of loyalty to the Registrant or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) violations of Section 551(l) of the Michigan
Business Corporation Act, (iv) any transaction from which the director derived
an improper personal benefit or (v) any act or omission that occurred before
the effective date of the provision of the Restated Articles of Incorporation.
Michigan corporations are also authorized to obtain insurance to
protect directors and officers from certain liabilities, including liabilities
against which corporations cannot indemnify their directors and officers. The
Registrant has obtained directors' and officers' liability insurance. The
policy provides aggregate coverage in the amount of $5.0 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation, incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form
S-1, Registration No. 33-99596
4.2 Restated Bylaws, incorporated by reference to Exhibit 3.4 to
the Company's Registration Statement on Form S-1, Registration
No. 33-99596
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration Statement)
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99.1 Childtime Learning Centers, Inc. Director Stock Option Plan,
incorporated by reference as Exhibit 10.1 in the Company's
Registration Statement on Form S-1, Registration No. 33-99596
99.2 Childtime Learning Centers, Inc. 1995 Stock Incentive Plan for
Key Employees, incorporated by reference to Exhibit 10.2 in
the Company's Registration Statement on Form S-1, Registration
No. 33-99596
ITEM 9. UNDERTAKINGS.
(a) 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;
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
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(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.
(4) If the Registrant is a foreign private
issuer, to file a post-effective amendment to the registration
statement to include any financial statements required by
Section 210.3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial
statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the
Registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the
prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if
such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(c) 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.
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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 Farmington Hills, State of Michigan, on August
15, 1997.
CHILDTIME LEARNING CENTERS, INC.
By: /s/ Harold A. Lewis
------------------------------------
Harold A. Lewis, President, Chief
Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of CHILDTIME LEARNING CENTERS, INC., a Michigan corporation (the
"Company"), hereby constitutes and appoints Harold A. Lewis and Michael M.
Yeager, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Childtime Learning Centers, Inc. 1995 Stock Incentive Plan For
Key Employees and the Childtime Learning Centers, Inc. Director Stock Option
Plan, and any of the documents relating to such registration statement, any and
all amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold A. Lewis President, Chief Executive August 15, 1997
- -------------------------------------- Officer and Director
Harold A. Lewis
/s/ Michael M. Yeager Vice President, Chief Financial August 15, 1997
- -------------------------------------- Officer, Secretary and Treasurer
Michael M. Yeager
/s/ Milton H. Dresner Director August 15, 1997
- --------------------------------------
Milton H. Dresner
/s/ James W. Geisz Director August 15, 1997
- --------------------------------------
James W. Geisz
/s/ George A. Kellner Director August 15, 1997
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George A. Kellner
/s/ Leonard C. Tylka Director August 15, 1997
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Leonard C. Tylka
/s/ Dr. Jason K. Feld Director August 15, 1997
- --------------------------------------
Dr. Jason K. Feld
/s/ Benjamin R. Jacobson Director August 15, 1997
- --------------------------------------
Benjamin R. Jacobson
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------ ------- --------
<S> <C> <C>
4.1 Restated Articles of Incorporation, incorporated by reference to
Exhibit 3.2 to the Company's Registrations Statement on Form S-1,
Registration No. 33-99596
4.2 Restated Bylaws, incorporated by reference to Exhibit 3.4 to the
Company's Registration Statement on Form S-1, Registration No. 33-99596
5.1 Opinion of Honigman Miller Schwartz and Cohn 9
23.1 Consent of Coopers & Lybrand L.L.P. 10
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included after the signature of the Registrant
contained on page 6 of this Registration Statement)
99.1 Childtime Learning Centers, Inc. Director Stock Option Plan,
incorporated by reference as Exhibit 10.1 in the Company's Registration
Statement on Form S-1, Registration No. 33-99596
99.2 Childtime Learning Centers, Inc. 1995 Stock Incentive Plan for Key
Employees, incorporated by reference to Exhibit 10.2 in the Company's
Registration Statement on Form S-1, Registration No. 33-99596
</TABLE>
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EXHIBIT 5.1
[HONIGMAN MILLER SCHWARTZ AND COHN LETTERHEAD]
August 14, 1997
Childtime Learning Centers, Inc.
38345 West 10 Mile Road
Suite 100
Farmington Hills, Michigan 48335-2883
Ladies and Gentlemen:
We have represented Childtime Learning Centers, Inc., a Michigan
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
375,000 of the Company's Common Stock (the "Common Shares"), to be issued
pursuant to the 1995 Director Stock Option Plan and the 1995 Stock Incentive
Plan for Key Employees (collectively, the "Plans").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by the
Company under the Plans pursuant to the Registration Statement have been duly
authorized and, (ii) when issued and sold by the Company in accordance with the
Plans and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do no admit hereby that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
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EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Childtime Learning Centers, Inc. on Form S-8 of our report dated May 27, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of Childtime Learning Centers, Inc. and Subsidiary as of March 28, 1997
and March 29, 1996, and for each of the three fiscal years ended March 28, 1997,
which report is included in Childtime Learning Center's Annual Report on Form
10-K for the year ended March 28, 1997.
Coopers & Lybrand L.L.P.
Detroit, Michigan
August 13, 1997
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