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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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JENKON INTERNATIONAL, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
7600 N.E. 41ST STREET, SUITE 350
VANCOUVER, WASHINGTON 98662
(360) 256-4400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DELAWARE 91-1890338
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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DAVID EDWARDS
CHIEF EXECUTIVE OFFICER
JENKON INTERNATIONAL, INC.
7600 N.E. 41ST STREET, SUITE 350
VANCOUVER, WASHINGTON 98662
(360) 256-4400
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
ROBERT M. STEINBERG, ESQ.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE(1)
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Common Stock, $0.001 par value.............. 8,750,000 shares $2.625 $22,968,750 $6,063.75
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(1) Estimated solely for purposes of calculating the registration fee. Fee
calculation is based on the closing price for the registrant's common stock
as reported on the Nasdaq SmallCap Market on May 22, 2000 in accordance with
Rule 457(c) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED MAY 26, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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MULTIMEDIA K.I.D., INC.
COMMON STOCK
8,750,000 SHARES
The stockholders of Multimedia K.I.D., Inc. (formerly known as Jenkon
International, Inc.) listed on page will, from time to time, be offering and
selling an aggregate of 8.750,000 shares of our common stock under this
prospectus. The shares were issued upon conversion of shares of our preferred
stock that were acquired by the selling stockholders in connection with our
acquisition in December 1999 of Multimedia K.I.D.--Intelligence in
Education Ltd., an Israeli corporation.
The selling stockholders' shares are not being underwritten and we will not
receive any proceeds from the sale of the shares.
Our common stock is listed on the Nasdaq SmallCap Market under the symbol
"MKID." The last reported sale price of our common stock on the Nasdaq SmallCap
Market on May 22, 2000 was $2.625 per share.
PROSPECTIVE PURCHASERS OF OUR SHARES SHOULD CAREFULLY READ THE RISK FACTORS
BEGINNING ON PAGE 3.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is June , 2000.
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TABLE OF CONTENTS
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Prospectus Summary.......................................... 2
Risk Factors................................................ 5
Selling Stockholders........................................ 9
Use of Proceeds............................................. 10
Plan of Distribution........................................ 11
Legal Matters............................................... 11
Experts..................................................... 12
Where You Can Find More Information......................... 12
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND THE DOCUMENTS AND
INFORMATION INCORPORATED HEREIN BY REFERENCE. THIS PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF A VARIETY OF FACTORS, INCLUDING THOSE SET FORTH UNDER
"RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.
IN THIS PROSPECTUS, REFERENCES TO THE "COMPANY," "WE," "OUR" AND "US" REFER TO
MULTIMEDIA K.I.D., INC., A DELAWARE CORPORATION FORMERLY KNOWN AS JENKON
INTERNATIONAL, INC.
OUR BUSINESS
We develop and market educational systems for kindergartens, schools,
special education, management training and enrichment centers. Our systems
combine interactive software, playful didactic aides and unique electronic
interfaces and have been marketed and installed in over 30 countries around the
world. Our products provide educational, three-dimensional computerized
environments that combine physical components such as wooden blocks, task cards,
worksheets and books with the latest computer-based technologies. In 1997, we
were granted a Computer Software Award from the office of the Prime Minister of
Israel in the category of "Special Innovation and Invention in Education."
OUR BUSINESS STRATEGY
Although there can be no assurance that the we will be able to achieve our
goals, our business objective is to expand our market penetration and to become
a leader in the development of educational systems and related products. In
order to achieve this objective, our strategy includes the following elements:
EXPAND GEOGRAPHIC MARKET PENETRATION. We believe that international markets
provide significant opportunity for us to increase sales of our systems and
products. Given the increasing acknowledgment of the need for change in
educational systems in many countries throughout the world and especially in the
United States, Germany, France, the United Kingdom, Scandinavia, Italy and
Spain, we intend to expand our geographic presence by expanding the focus of our
sales and marketing efforts to these international markets as well as the
Israeli market.
INCREASE MARKET PENETRATION OF CORE PRODUCTS. We believe that our current
base of clients represent only a small portion of the total number of
educational institutions and learning centers that are potential users of our
core products. We will attempt to increase our market penetration through more
aggressive marketing and promotional effort and by attempting to forge
partnerships with market leaders and industry spokespeople in selected
geographic areas.
LEVERAGE CURRENT AND FUTURE CUSTOMER BASE. We believe that as our customer
base expands, the use of our educational systems will encourage other educators
to utilize the system and thus open new opportunities to provide training and
additional services. Additionally, the pedagogical methodology inherent in our
products promotes substantial change in the educational structure of the
institution thereby providing us further opportunities to sell additional
products.
The success of our business strategy will depend in part upon our ability to
access to capital resources to fund any expansion as well as other factors such
as market demand for our products, many of which are outside of our control. See
"Risk Factors" below.
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OUR CORE PRODUCTS
All the products and systems developed by us are designed to provide a
comprehensive educational environment that promotes the learning development
process. Although all the products have been developed in English, the various
systems have been localized into more than twenty different languages. Our
primary products include:
ACTION K.I.D. Action K.I.D. is an interactive multi-dimensional,
multi-activity education center. The computerized center integrates an auditory
communications system, a video photography station, and vibrant visual
instructional material into a programmed wooden playground-like structure,
complete with a labyrinth, balance beam, bridge, ramps and ladders to create an
interactive learning wonderland for children. Built into the structure is a
touch system comprised of step-on keypads, a variety of hand 22 buttons, touch
screens, and other elements that receive, convey and record real-time
information relevant to the task at hand.
MY K.I.D. T he My K.I.D. software system interfaces with an interactive
activity unit, playful didactic items and colorful activity mats. The system
incorporates multimedia software and is designed for individual or group work,
depending on pedagogical needs. My K.I.D. focuses on developing language arts,
and does so by integrating vocabulary from various fields and emphasizing the
different aspects of language including grammar, expressive writing, reading
comprehension and listening skills.
K.I.DUCATION. The K.I.Ducation system is a comprehensive computer-assisted
learning system. The system, with its built-in electronic panel, features
soft-touch keys and icons, and the ability to function as a keyboard and mouse.
The subjects addressed by the K.I.Ducation system are derived from a broad range
of fields including nature, hygiene, electricity, arithmetic, biology and other
fields commonly covered in educational settings. The system comes with a
learning kit that includes hundreds of colorful manipulatives including template
mats, task cards, picture cards, wood blocks, soft sponge numbers, dice and the
all-inclusive Creative Workshop.
EDULINE. The EDULine family of systems combine an activity table,
interactive software, three-dimensional objects, didactic tools and electronic
interfaces. The systems are designed to provide flexibility to enable adaptation
to all learning populations. In the EDULine family, such items as a Tactile
Table and Illuminated Keyboard address the special needs framework. We have also
developed a new series of products, called Spunky's Fun Keys, contain unique
three-dimensional aides that are to be used in conjunction with the software.
OUR HISTORY
Prior to December 1999, we were engaged in the development, marketing and
sale of software solutions for the direct sales industry. Our direct sales
operations were transacted through Summit V, Inc. ("Summit V"), our wholly-owned
operating subsidiary. On December 16, 1999, we acquired all of the outstanding
capital stock of Multimedia K.I.D.--Intelligence in Education Ltd. ("MMKid
Israel"), an Israeli corporation engaged in the design, manufacture and sale of
software and activity systems that together create virtual interactive learning
centers for children and adults.
In February 2000, in light of Summit V's continuing losses and ongoing
development costs, our limited capital resources and our belief that we and our
stockholders would be better served by focusing on the development of the
business of MMKid Israel, we decided to discontinue our direct sales software
operations. At such time, we determined that the original intention to have two
separate operating companies, Summit V and MMKid Israel, was not ultimately in
the best interests of our stockholders due to the confusing picture presented by
the two companies' respective business models and the difficulty of integrating
management of the two separate businesses. At such time, we decided that the
discontinuation or sale of Summit V's business would free the remaining business
from the significant product development expenses of the Summit V operations,
thereby enabling our
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management to focus its limited capital resources on the development and
marketing of educational products through MMKid Israel.
In April 2000, we entered into a Stock Purchase Agreement with JIA, Inc., a
corporation controlled by certain of our former directors, officers and
significant stockholders, pursuant to which we agreed to sell Summit V for cash
and a one-year promissory note. It is expected that the sale of Summit V will be
completed in early June 2000.
We are organized under the laws of the State of Delaware. We were
incorporated in 1996 under the name Jenkon International, Inc. and effective
June 2000, we changed our name to Multimedia K.I.D., Inc. Our offices are
currently located at 7600 N.E. 41st Street, Suite 350, Vancouver, Washington
98662, and our telephone number at that address is (360) 256-4400.
THE OFFERING
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Common Stock offered by the selling stockholders............ 8,750,000 shares
common stock outstanding.................................... 34,173,732 shares(1)
Nasdaq SmallCap Market Symbol:.............................. "MKID"
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(1) Consists of 24,160,000 shares of common stock issuable upon conversion of
shares of Series B Preferred Stock and Series C Preferred Stock outstanding
on May 22, 2000; 5,513,732 shares of common stock outstanding as of May 22,
2000; and 4,500,000 shares of common stock issuable upon conversion of
certain convertible notes in an aggregate principal amount of $4.5 million
that were outstanding as of May 22, 2000. The number of outstanding shares
excludes the additional number of shares of common stock issuable upon
conversion of accrued but unpaid interest on outstanding convertible notes,
which number is equal to the amount of accrued interest (which is expected
to be approximately $138,000 as of May 31, 2000) divided by the last
reported sale price of the common stock on May 30, 2000.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS
AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL
MAY ALSO IMPAIR OUR OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR,
OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
AND ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK
COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.
WE HAVE A HISTORY OF LOSSES AND HAVE LIMITED REVENUES AND CAPITAL RESOURCES.
We have and continue to experience significant and continuing losses. MMKid
Israel has a limited history of operations, has not operating profitably and
continues to experience significant losses, including a loss before discontinued
operations of %5,746,332 for the nine months ended March 31, 2000. Moreover,
MMKid Israel has generated only limited revenues from the sale of products,
services and marketing rights. There can be no assurance that we will ever be
able to generate significant revenues or profits from operations.
WE FACE RISKS ASSOCIATED WITH OUR NEED FOR ADDITIONAL CAPITAL.
Our business involves the continued investment of funds towards the
development of new products and modifications of existing products as well as
sales and marketing efforts related thereto. To the extent that we are
unsuccessful in generating significant cash flow from operations in order to
fund operating losses and investments in product development, sales and
marketing, we will need to rely on outside financing sources for working
capital. We currently have no significant bank line of credit and there can be
no assurance that we will be able to obtain sources of outside financing on
favorable terms, if at all, in the event that such financing is required in the
future. To the extent that our operations do not generate positive working
capital or enable us to secure adequate outside financing, our business would be
materially and adversely affected.
WE MAY NOT BE ABLE TO MAINTAIN OUT NASDAQ LISTING.
Our common stock is currently listed for trading on the Nasdaq SmallCap
Market. To maintain inclusion on the Nasdaq SmallCap Market, our common stock
must continue to be registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and we must continue to have net
tangible assets of at least $2,000,000, a public float of at least 500,000
shares with a market value of at least $1,000,000, at least 300 stockholders, a
minimum bid price of $1.00 per share and at least two market makers.
There can be no assurance that we will be able to maintain the standards for
Nasdaq SmallCap Market inclusion with respect to our common stock. If our common
stock ceases to be included on the Nasdaq SmallCap Market, the market value of
our common stock would likely decline and stockholders would find it more
difficult to dispose of, or obtain accurate quotations as to the market value
of, our common stock. In addition, our common stock could become subject to
Rule 15a-9 under the Exchange Act, which imposes additional sales practice
requirements on broker-dealers which sell such securities. If our common stock
becomes subject to the penny stock rules, the ability of broker-dealers to make
a market in or sell our securities may be adversely affected and the market
liquidity for our securities could be severely adversely affected.
IF WE CANNOT SUCCESSFULLY SELL OR DISPOSE OF THE OPERATIONS OF SUMMIT V, OUR
FINANCIAL CONDITION WILL BE MATERIALLY AND ADVERSELY EFFECTED.
As a result of Summit V's continuing losses and our lack of financial
resources to continue to fund such losses, we have contracted to sell Summit V
to a group of our former directors, officers and employees. There can be no
assurance that we will be able to successfully divest ourselves of
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Summit V's operations or that, if Summit V is not successfully operated after
such sale, creditors of Summit V will not seek payment from us. If the operating
assets and liabilities of Summit V cannot be sold on favorable terms and within
the desired timeframe, or if creditors of Summit V seek payment of Summit V's
obligations from us, our financial condition and prospects would be materially
and adversely affected.
OUR INDUSTRIES ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY
STANDARDS.
The markets for our products are characterized by technological change,
evolving industry standards and frequent new product introductions and
enhancements. The introduction of products embodying new technologies and the
emergence of new industry standards could render our existing products and
products currently under development obsolete and unmarketable. Our future
success will depend upon our ability to enhance our current products and develop
and successfully introduce and sell new products that keep pace with market
developments and respond to evolving end-user specifications. Any failure by us
to anticipate or respond adequately to technological developments or end-user
specifications, or any significant delays in product development or
introduction, could damage our competitive position in the marketplace and
reduce revenues. We may need to increase the size of our product development
staff in the near term to meet these challenges. There can be no assurance that
we will be successful in hiring and training adequate product development
personnel to meet our needs. There can be no assurance that we will be
successful in developing and marketing new products or product enhancements on a
timely basis or that we will not experience significant delays in the future.
Any failure to successfully develop and market new products and product
enhancements would have a material adverse effect on our results of operations.
WE FACE RISKS ASSOCIATED WITH PRODUCT DEVELOPMENT IN GENERAL.
Our success is dependent upon our ability to deliver reliable, easy-to-use
and technologically up-to-date educational products. Any failure of our existing
or new products to meet client specifications or expectations will have a
material adverse effect on our reputation and the demand for our products. There
can be no assurance that our products will meet such specifications or
expectations. In addition, continued demand for our products will depend on our
ability to successfully anticipate customer demand and to integrate new and
emerging technologies, features and standards into our products on a timely
basis. Any failure by us to anticipate customer demand and to successfully
integrate new features and standards into our products on a timely basis could
adversely affect our reputation, demand for our products and, as a result, our
financial condition and results of operations.
OUR MARKETS ARE HIGHLY COMPETITIVE.
The market for educational products is highly competitive and is
characterized by technological change, rapidly changing customer preferences and
little or no barriers to entry. There are many businesses, many of which are
better capitalized than ours, currently offering products similar in type or
scope to our products. Our success will depend heavily upon our ability to
provide high quality products that meet the demand of educators and consumers.
Other factors that will affect our success in this market include our ability to
attract additional experienced marketing, sales, and management talent, and the
expansion of worldwide support, training, and service capabilities. Our current
and prospective competitors vary greatly from small private multimedia
publishers with 10-20 employees to large international corporations with
revenues in excess of $300 million in annual sales. Some or all of our actual
and potential competitors may have greater market presence, engineering,
customer support and marketing capabilities, and financial, technological and
personnel resources than those available to us. As a result, they may be able to
adapt more swiftly to new or emerging technologies and changes in
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customer requirements, take advantage of acquisition and other opportunities
more readily, and devote greater resources to the marketing and sale of their
products than we can.
Because price is a major competitive factor in the market for our products,
if any of our present or future competitors elect to initiate and support
prolonged price competition to gain market share, we likely would be forced to
lower our prices, possibly for a protracted period, which would have a material
adverse effect on our financial condition and results of operations and could
threaten our economic viability.
WE REGULARLY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN QUARTERLY RESULTS.
We have experienced and expect to continue to experience significant
fluctuations in our quarterly results. Such fluctuations may be caused by many
factors, including, but not limited to: the size and timing of individual
orders; seasonality of revenues; lengthy sales cycle; delays in introduction of
products or product enhancements by us or other providers of components for our
systems; competition and pricing in the educational products industry; market
acceptance of new products; reduction in demand for existing products and
shortening of product life cycles as a result of new product introductions by
competitors; foreign currency exchange rates; mix of products sold; conditions
or events in the education industry; and general economic conditions. We do not
typically maintain a significant backlog and therefore the revenue results for
each quarter depend substantially on orders received and delivered in that
quarter. As a result of the relatively high revenue amount for certain products
and relatively low unit volume of those systems, any lost or delayed sales will
have a disproportionately greater effect on our revenues and quarterly results
relative to companies that have higher unit sales volumes and less revenue
associated with a particular product. Our sales cycle varies greatly with the
different products. For the higher priced systems, the typical sales cycle is
three to six months from the time initial sales contact is made with a qualified
prospect, making the timing of our revenues difficult to predict and our
quarterly results difficult to forecast. Our sales cycle relating to the lower
costing products is anywhere from two weeks to two months. Our expense levels
are based in part on our forecasts of future revenues. Accordingly, since a
large portion of our expenses are fixed in nature, we would not be able to
curtail expenses quickly in response to a decline in revenues, and operating
results for a given quarter would be adversely affected. As a result, revenues
for any quarter are subject to significant variation and we believe that
period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
To the extent that our Common Stock is publicly traded, fluctuations in
operating results may also result in volatility in the market price of our
Common Stock.
WE FACE RISKS ASSOCIATED WITH GROWTH MANAGEMENT.
To manage our growth effectively, we will be required to continue to
implement and improve our operating and financial systems and to expand, train
and manage our employee base. There can be no assurance that the management
skills and systems currently in place will be adequate if we continue to grow.
In addition, although no acquisitions of companies or products are currently
being negotiated, we may make acquisitions in the future. Our management has
only limited experience with acquisitions, which involve numerous risks,
including difficulties in the assimilation of acquired operations and products,
the diversion of management's attention from other business concerns and the
potential loss of key employees of the acquired companies.
WE DEPEND UPON THIRD-PARTY SUPPLIERS OF SOFTWARE AND HARDWARE.
Our products incorporate and use software products and computer hardware and
equipment developed by other entities. Our operating systems on which our
products can function (Windows 95-98 and NT) have been developed or are owned by
Microsoft Corporation. The computer hardware and equipment sold as part of our
turnkey system are manufactured by the Pentium Company (an Israeli
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company), and others. There can be no assurance that all of these entities will
remain in business, that their product lines will remain viable or that these
products will otherwise continue to be available to us. If any of these entities
ceases to do business, or abandons or fails to enhance a particular product
line, we may need to seek other suppliers. This could have a material adverse
effect on our results of operations. In addition, there also can be no assurance
that our current suppliers will not significantly alter their pricing in a
manner adverse to us.
WE FACE RISKS ASSOCIATED WITH OUR ABILITY TO INTEGRATE AND MANAGE OUR NEW
BUSINESS.
The acquisition of MMKid Israel has resulted in our operating a new business
with respect to which we have little or no experience in a country (Israel) in
which a majority of our current Board of Directors has little experience. The
business of MMKid Israel, although software-related, is separate, distinct and
not complementary to our historical business. Our lack of experience and track
record in the educational software and systems business, and our inexperience
with Israeli laws and business practices may result in our inability to
effectively compete which may lead to operating losses and loss of standing in
the industries in which we operate, any of which would have an adverse effect on
our operations and financial condition.
WE DEPEND UPON SALES OF OUR EXISTING PRODUCTS.
Substantially all of MMKid Israel's revenues have been derived from sales of
its Action K.I.D. systems. Accordingly, any event that adversely affects fees
derived from the sale of such system, such as competition from other products,
significant flaws in our products or incompatibility of software products with
third party hardware or software products, negative publicity or evaluation, or
obsolescence of the hardware platforms or software environments in which the
systems run, would have a material adverse effect on our results of operations.
Our future financial performance will depend, in substantial part, on our
ability to expand sales of our existing products while developing and
successfully marketing new and enhanced products.
WE FACE RISKS ASSOCIATED WITH OUR OPERATIONS IN ISRAEL.
MMKid Israel's operations are based in Israel and, as a result, our
financial results and prospects are directly affected by economic, political and
military conditions in Israel. Moreover, some of our employees may be obligated
to perform annual reserve duty in the Israeli Defense Forces and are subject to
being called for active duty at any time upon the outbreak of hostilities. Any
adverse economic, political or military developments in Israel could have a
material adverse effect on us and our ability to operate.
FUTURE SALES OF RESTRICTED SHARES COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON
STOCK AND LIMIT OUR ABILITY TO COMPLETE ADDITIONAL FINANCING.
Sales of a substantial number of shares of Common Stock into the public
market in the future could materially adversely affect the prevailing market
price for our Common. In connection with the acquisition of MMKid Israel, we
have issued approximately 29,000,000 shares of Common Stock, a portion of which
have been registered for resale and a portion of which will become eligible for
resale pursuant to Rule 144 one year following the date of issuance. Such a
large "over-hang" of stock eligible for sale in the public market may have the
effect of depressing the price of our common stock, and make it difficult or
impossible for us to obtain additional debt or equity financing.
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SELLING STOCKHOLDERS
Each of the selling stockholders listed below is a former stockholder of
MMKid Isreal that acquired shares of our capital stock in connection with our
acquisition of MMKid Israel in December 1999. The shares of common stock held by
the selling stockholders listed below were either issued upon completion of our
acquisition of MMKid Israel or were issued upon the conversion of shares of
Series B or Series C Preferred Stock issued to in connection with our
acquisition of MMKid Israel. All outstanding shares of our Series B and
Series C Preferred Stock automatically converted into shares of our common stock
upon stockholder approval of the conversion at a special meeting of our
stockholders held on May 31, 2000.
Pursuant to the terms of our acquisition of MMKid Israel, we agreed to
register no less than 6,750,000 shares of our common stock issued to the selling
stockholders listed below. We subsequently agreed to register an additional
2,000,000 selling stockholder shares in this registration. Registration of these
shares does not necessarily mean that the selling stockholders will sell any or
all of the shares registered. We have agreed to pay all costs incurred in
connection with the registration of the selling stockholders' shares which we
estimate to be approximately $35,000.
The shares listed below represent all of the shares that, to our knowledge,
each selling stockholder beneficially owned as of May 22, 2000; the number of
shares each of them may offer and the number of shares and percentage of
outstanding shares each of them will own after the offering, assuming they sell
all of the shares registered and that they acquire no additional shares before
completion of this offering. If an asterisk is indicated for a selling
stockholder's percentage ownership below, that stockholder's percentage
ownership is less than one percent.
<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
OWNED BEFORE BEING OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER(1) OFFERING(2) REGISTERED OFFERING(2) OFFERING(3)
- ------------------------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Zehava Rubner............................. 6,818,606 2,650,000 4,168,606 12.2%
Naomi Bodner.............................. 3,409,302 1,325,000 2,084,302 6.1
Laura Huberfeld........................... 3,409,302 1,325,000 2,084,302 6.1
Rita Folger............................... 316,279 100,000 216,279 *
Robert DePalo............................. 829,848 829,848 0 0
Joseph Prezioso........................... 20,000 20,000 0 0
Matthew DePalo............................ 5,000 5,000 0 0
Summit Capital Associates, Inc............ 30,000 30,000 0 0
Lawjess Partners, Ltd..................... 531,667 237,533 294,134 *
Lori Sempervive........................... 40,000 20,000 20,000 *
BNR Family Partners LTD................... 521,667 237,533 284,134 *
Gabriel Cerrone........................... 175,000 175,000 0 0
Beverly Oppenheimer....................... 175,000 175,000 0 0
VAC Worldwide, Inc........................ 100,000 100,000 0 0
Bernadette Maloney........................ 35,000 35,000 0 0
Hannah Geltzer............................ 40,000 20,000 20,000 *
Evan Berger............................... 175,000 125,000 50,000 *
Gary Schonwald............................ 75,000 75,000 0 0
Elizabeth Crespo.......................... 25,000 25,000 0 0
Old Oak Fund, Inc......................... 908,333 710,086 198,247 *
Robin Sachs............................... 60,000 30,000 30,000 *
Burlin Portfolio Inc...................... 300,000 300,000 0 0
Irwin Katsoff............................. 200,000 100,000 100,000 *
Congregation Ahavas Tzedokah V'Chesed..... 100,000 100,000 0 0
</TABLE>
- --------------------------
(1) Information set forth in the table regarding shares owned by selling
stockholders is provided to the best of our knowledge based on information
available to us through our stock ledgers.
9
<PAGE>
(2) Assumes conversion on May 31, 2000 of all shares of Series B and Series C
Preferred Stock held by the selling stockholder as of May 22, 2000.
(3) Percentages are based on 34,173,732 shares of common stock outstanding,
which is the sum of (i) 12,080,000 shares of common stock issued upon
conversion of outstanding Series B Preferred Stock; (ii) 12,080,000 shares
of common stock issued upon conversion of outstanding Series C Preferred
Stock; (iii) 5,513,732 shares of common stock outstanding as of May 22,
2000; and (iv) 4,500,000 shares of common stock issuable upon conversion of
certain outstanding convertible notes in an aggregate principal amount of
$4.5 million. The number of outstanding shares excludes the additional
number of shares of common stock issuable upon conversion of accrued but
unpaid interest on outstanding convertible notes, which number is equal to
the amount of accrued interest (approximately $138,000 as of May 31, 2000)
divided by the last reported sale price of the common stock on May 30, 2000.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock by selling
stockholders will go to the stockholders who offer and sell them. We will not
receive any of the proceeds from this offering.
10
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders.
"Selling stockholders" as used in this prospectus, includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus. The selling stockholders may offer their shares of our common stock
at various times in one or more of the following types of transactions:
- in the over-the counter market;
- in private transactions other than in the over-the-counter market;
- in connection with short sales of our shares;
- by pledge to secure debts and other obligations; or
- in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares. Sales
through brokers or dealers may involve one or more of the following:
- block trades in which the broker or dealer so engaged will attempt to sell
the selling stockholder's shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this prospectus; or
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
If a broker or dealer is engaged by a selling stockholder, such broker or dealer
may either receive discounts or commission from the selling stockholders, or
they will receive commissions from purchasers of shares for whom they acted as
agents. Affiliates of one or more of the selling stockholders may act as
principals or agents in connection with the offer or sale of shares by selling
stockholders.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933,
as amended, provided that they meet the criteria and conform to the requirements
of that Rule.
Selling stockholders have been advised that during the time each is engaged
in distribution of the securities covered by this Prospectus, to the extent
applicable, each must comply with Regulation M under the Securities Exchange Act
of 1934, as amended, and pursuant to such Regulation:
- shall not engage in any stabilization activity in connection with our
securities;
- shall furnish each broker through which securities covered by this
Prospectus may be offered the number of copies of this Prospectus which
are required by each broker; and
- shall not bid for or purchase any of our securities or attempt to induce
any person to purchase any of our securities other than as permitted under
the Securities Exchange Act of 1934, as amended.
LEGAL MATTER
The validity of the shares offered by this prospectus will be passed upon
for us by Jeffer, Mangels, Butler & Marmaro LLP, Los Angeles, California.
11
<PAGE>
EXPERTS
The financial statements of Jenkon International, Inc. included in this
Prospectus and in the Registration Statement have been audited by BDO Seidman,
LLP independent certified public accountants, to the extent and for the periods
prior to the reverse acquisition by Multimedia K.I.D.--Intelligence in Education
Ltd. as set forth in their report (which contains an explanatory paragraph
regarding the Company's ability to continue as a going concern) appearing
elsewhere herein and in the Registration Statement, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
The financial statements of Multimedia K.I.D.--Intelligence in Education
Ltd. incorporated by reference in this Prospectus have been audited by BDO
Schlomo Ziv & Co., independent accountants, to the extent and for the periods
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's website at
http://www.sec.gov. You may read and copy any materials that we have filed with
the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC and omits portions of the information contained in the
registration statement as permitted by the SEC. Additional information regarding
us and our common stock is contained in the registration statement. You can
obtain a copy of the registration statement from the SEC at the street address
or Internet site listed in the above paragraph.
The SEC allows us to "incorporate by reference" into this prospectus the
information we have filed with them. The information incorporated by reference
is an important part of this prospectus and the information that we file
subsequently with the SEC, will automatically update this prospectus. The
information incorporated by reference is considered to be a part of this
prospectus. We incorporate by reference the documents listed below and any
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1933, as amended, after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
- Our Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999;
- Our Transition Report on Form 10-KT for the fiscal year ended June 30,
1999;
- Our Definitive Proxy Statement, dated May 8, 2000, for the Special Meeting
of Stockholders held on May 31, 2000;
- Our Quarterly Reports on Form 10-QSB for the quarters ended September 30,
1999, December 31, 1999, and March 31, 2000, as well as any amendments
thereto, including the Form 10-QSB/A for the quarter ended December 31,
1999;
- Our Current Report on Form 8-K, as amended, reporting the acquisition of
Multimedia K.I.D.--Intelligence in Education, Ltd., originally filed on
December 30, 1999;
12
<PAGE>
- Our Current Report on Form 8-K reporting the proposed sale of Summit
V, Inc., our direct sales software subsidiary; and
- The description of our Common Stock contained in our Registration
Statement on Form 8-A filed July 17, 1998 under Section 12 of the Exchange
Act.
A copy of these filings will be provided to you at no cost if you request
them by writing or telephoning us at the following address:
Multimedia K.I.D., Inc.
7600 N.E. 41st Street, Suite 350
Vancouver, Washington 98662
Attention: Corporate Secretary
Phone: (360) 256-4400
You should rely only on the information provided in this prospectus. We have
not authorized anyone to provide you with information that is different. We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the estimated amounts of expenses to be
borne by us in connection with the offering described in this Registration
Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 6,064
Legal Fees and Expenses..................................... $12,500
Miscellaneous expenses...................................... $16,436
-------
Total....................................................... $35,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate") and Bylaws
include provisions that eliminate the directors' liability for monetary damages
to the fullest extent possible under Delaware Law or other applicable law (the
"Director Liability Provision"). The Director Liability Provision eliminates the
liability of directors to the Company and its stockholders for monetary damages
arising out of any violation by a director of his fiduciary duty of due care.
Under Delaware Law, however, the Director Liability Provision does not eliminate
the personal liability of a director for (i) breach of the director's duty of
loyalty, (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law, (iii) payment of dividends or
repurchases or redemptions of stock other than from lawfully available funds,,or
any transaction from which the director derived an improper benefit.
Furthermore, pursuant to Delaware Law, the limitation on liability afforded by
the Director Liability Provision does not eliminate a director's personal
liability for breach of the director's duty of due care. Although the directors
would not be liable for monetary damages to the corporation or its stockholders
for negligent acts or omissions in exercising their duty of due care, the
directors remain subject to equitable remedies, such as actions for injunction
or rescission, although these remedies, whether as a result of timeliness or
otherwise, may not be effective in all situations. With regard to directors who
also are officers of the Company, these persons would be insulated from
liability only with respect to their conduct as directors and would not be
insulated from liability for acts or omissions in their capacity as officers.
Delaware Law provides a detailed statutory framework covering
indemnification of directors, officers, employees or agents of the Company
against liabilities and expenses arising out of legal proceedings brought
against them by reason of their status of service as directors, officers,
employees or agents. Section 145 of the Delaware General Corporation Law
("Section 145") provides that a director, officer, employee or agent of a
corporation (i) shall be indemnified by the corporation for expenses actually
and reasonably incurred in defense of any action or proceeding if such person is
sued by reason of his service to the corporation, to the extent that such person
has been successful in defense of such action or proceeding, or in defense of
any claim, issue or matter raised in such litigation, (ii) may, in actions other
than actions by or in the right of the corporation (such as derivative actions),
be indemnified for expenses actually and reasonably incurred, judgments, fines
and amounts paid in settlement of such litigation, even if he is not successful
on the merits, 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 in a
criminal proceeding, if he did not have reasonable cause to believe his conduct
was unlawful), and (iii) may be indemnified by the corporation for expenses
actually and reasonably incurred (but not judgments or settlements) of any
action by the corporation or of a derivative action (such as a suit by a
stockholder alleging a breach by the director or officer of a duty owed to the
corporation), even if he is not successful, provided that he acted in good faith
and in a manner reasonably believed to be in or
II-1
<PAGE>
not opposed to the best interests of the corporation, provided that no
indemnification is permitted without court approval if the director has been
adjudged liable to the corporation.
Delaware Law also permits a corporation to elect to indemnify its officers,
directors, employees and agents under a broader range of circumstances that
provided under Section 145. The Certificate contains a provision that takes full
advantage of the permissive Delaware indemnification laws (the "Indemnification
Provision") and provides that the Company is required to indemnify its officers,
directors, employees and agents to the fullest extent permitted by law,
including those circumstances in which indemnification would otherwise be
discretionary, provided, however, that prior to making such discretionary
indemnification, the Company must determine that the person acted in good faith
and in a manner he or she believed to be in the best interests of the Company
and, in the case of any criminal action or proceeding, the person had no reason
to believe his or her conduct was unlawful.
In furtherance of the objectives of the Indemnification Provision, the
Company has also entered into agreements to indemnify its directors and
executive officers, in addition to the indemnification provided for in the
Company's Certificate and Bylaws (the "Indemnification Agreements"). The Company
believes that the Indemnification Agreements are necessary to attract and retain
qualified directors and executive officers. Pursuant to the Indemnification
Agreements, an indemnitee will be entitled to indemnification to the extent
permitted by Section 145 or other applicable law. In addition, to the maximum
extent permitted by applicable law, an indemnitee will be entitled to
indemnification for any amount or expense which the indemnitee actually and
reasonably incurs as a result of or in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, preparing to be a witness, or
otherwise participating in any threatened, pending or completed claim, suit,
arbitration, inquiry or other proceeding (a "Proceeding") in which the
indemnitee is threatened to be made or is made a party or participant as a
result of his or her position with the Company, provided that the indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company and had no reasonable cause to
believe his or her conduct was unlawful. If the Proceeding is brought by or in
the right of the Company and applicable law so provides, the Indemnification
Agreements provide that no indemnification against expenses shall be made in
respect of any claim, issue or matter in the Proceeding as to which the
indemnitee shall have been adjudged liable to the Company.
The inclusion of provisions limiting liability of the Company's officers and
directors may have the effect of reducing the likelihood of derivative
litigation against the officers and directors and may discourage or deter
stockholders or management from bringing a lawsuit against the officers and
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefitted the Company and its stockholders.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
The Company has purchased a directors' and officers' liability insurance
policy insuring directors and officers of the Company against any liability
asserted against such person and incurred by such person in any such capacity,
whether or not the Company would have the power to indemnify such person against
such liability under the Certificate or the Bylaws.
II-2
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
3.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to Amendment No. 1 to Registration Statement on
Form SB-2 filed by Registrant on July 15, 1998)
5 Opinion of Jeffer, Mangels, Butler & Marmaro LLP regarding
legality of the securities being registered
23.1 Consent of BDO Seidman, LLP
23.2 Consent of BDO Shlomo Ziv & Co.
23.3 Consent of Jeffer, Mangels, Butler & Marmaro LLP (included
in the opinion filed as Exhibit 5)
24.1 Power of Attorney (included on page II-5 hereof)
</TABLE>
ITEM 17. UNDERTAKINGS.
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 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.
(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.
(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) 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 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.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Provided, however, that paragraphs (1) and (2) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference into the registration statement.
II-3
<PAGE>
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 provisions described in Item 15 above, 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 in the successful defense of any action, suit or proceeding) is asserted
by such officer, director 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 or not such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington, on May , 2000.
<TABLE>
<S> <C> <C>
JENKON INTERNATIONAL, INC.
By: /s/ DAVID EDWARDS
----------------------------------------
David Edwards,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
</TABLE>
Each person whose signature appears below constitutes and appoints each of
David Edwards or Pessie Goldenberg, as his true and lawful attorney-in-fact and
agent, either person acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, any Amendments thereto and any Registration
Statement for the same offering which is effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and 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 said attorney-in-fact and agent,
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Company in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DAVID EDWARDS Chief Executive Officer, Interim Chief May 26, 2000
---------------------------- Financial Officer and Chairman (Principal
David Edwards Executive Officer)
/s/ CLIFFORD DEGROOT Controller (Principal Accounting Officer) May 26, 2000
----------------------------
Clifford DeGroot
/s/ PESSIE GOLDENBERG President of MMKid Israel, Director May 26, 2000
----------------------------
Pessie Goldenberg
/s/ PHILIP LUIZZO Director May 26, 2000
----------------------------
Philip Luizzo
/s/ JOSEPH ALBANESE Director May 26, 2000
----------------------------
Joseph Albanese
</TABLE>
II-5
<PAGE>
EXHIBIT 5
[LETTERHEAD OF JEFFER, MANGELS, BUTLER & MARMARO LLP]
May 26, 2000
Jenkon International, Inc.
7600 N.E. 41st Street
Suite 350
Vancouver, Washington 98662
Re: Jenkon International, Inc. (the "Company") Registration
Statement on Form S-3 With Respect to Resale of Shares
of Common Stock, $.001 Par Value ("Common Stock")
Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") (including a Form S-3 Prospectus), which the
Company proposes to file with the Securities and Exchange Commission (the
"Commission").
The Registration Statement covers up to 8,750,000 shares of Common Stock
issued in connection with the Company's acquisition of Multimedia
K.I.D.--Intelligence in Education, Ltd. to stockholders of the seller in
December 1999 and/or upon conversion of Series B and Series C Preferred Stock of
the Company upon stockholder approval of such conversion (collectively, the
"Shares").
In connection with rendering this opinion, we have examined originals, or
copies identified to our satisfaction as being true copies of originals, of such
corporate records of the Company and other documents which we considered
necessary for the purposes of this opinion.
It is our opinion that when the Registration Statement has become effective
under the Act, subject to (i) approval by the stockholders of the Company of the
conversion of Series B and Series C Preferred Stock at a duly called and validly
held meeting of stockholders as contemplated by the definitive proxy statement
of the Company filed with the SEC on May 8, 2000 (the "Proxy Statement") and the
subsequent issuance of certificates representing the Shares issuable upon such
conversion, (ii) approval by the stockholders of the Company of the amendment to
the Company's Certificate of Incorporation (the "Amendment") contemplated by and
described in the Proxy Statement, (iii) filing of the Amendment with the
Delaware Secretary of State, and (iv) appropriate qualification of the Shares by
the appropriate authorities of the various states in which the such Shares will
be sold, the Shares will be legally issued, fully-paid and non-assessable.
We express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Shares are proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion in connection with such
filings of applications by the Company as may be necessary to register, qualify
or establish eligibility for an exemption from registration or qualification of
the Shares under the blue sky laws of any state or other jurisdiction. In giving
this consent, we do not admit that we are in 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 promulgated thereunder.
<PAGE>
Jenkon International, Inc.
May 26, 2000
Page 2
Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
The opinion set forth herein is based upon the federal laws of the United
States of America and the corporate law of the State of Delaware, all as now in
effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Respectfully submitted,
/s/ Jeffer, Mangels, Butler & Marmaro
LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jenkon International, Inc. and Subsidiaries
Vancouver, Washington
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated August 26, 1999, except for Note 13 , as to which the date is September
10, 1999, relating to the financial statements of Jenkon International, Inc. and
Subsidiaries appearing in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1999. Our report contains an explanatory paragraph regarding
the Company's ability to continue as a going concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
May 26, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jenkon International, Inc. and Subsidiaries
Vancouver, Washington
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated March 14, 2000, relating to the financial statements of Multimedia
Kid-Intelligence in Education Limited appearing in the Company's Transition
Report on Form 10-KT for the period ended June 30, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Shlomo Ziv & Co.
BDO Shlomo Ziv & Co.
Tel-Aviv, Israel
May 26, 2000
