Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________________________________
Kids Stuff, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-29334 34-1843520
(State or other jurisdiction (Commission File No.) (I.R.S.
of incorporation) Employer
Identification No.)
4450 Belden Village Street, N.W., Suite 406, Canton, Ohio 44718
(Address of principal executive offices) (zip code)
- ------------------------------------------------------------------------------
Executive Employment Agreement, dated December 1, 1997, by and between
William L. Miller and Duncan Hill, Inc
(Full Titles of the Plan)
______________________________________________________________________________
William L. Miller
Chairman of the Board and Chief Executive Officer
Kids Stuff, Inc.
4450 Belden Village Street, N.W., Suite 406
Canton, Ohio 44718
Telephone number: (330) 492-8090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________________________
Copy To:
David G. LeGrand, Esq.
Dinsmore & Shohl LLP
175 South Third Street
10th Floor
Columbus, Ohio 43215
(614) 628-6890
Approximate date of proposed commencement of sales hereunder: As soon as
practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum
to be Registered Registered Offering Price Per Share Offering Price
______________________________________________________________________________
Common Stock, 50,000 shares $9.90 per Share $495,000
no par value
Registration fee: $150.00
* Pursuant to Rule 457(h) of Regulation C, the registration filing fee and the
aggregate offering price shall be computed with respect to the maximum number
of the Registrant's securities issuable under the plans covered by this
Registration Statement based on the book value of such securities computed as
of the latest practicable date prior to the date of filing of this
Registration Statement. <PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in the
Executive Employment Agreement, dated December 1, 1997, by and between William
L. Miller and Duncan Hill, Inc., which owns 80% of the outstanding common
shares of Registrant, and in the addendum thereto, dated June 1, 1998, which
constitute the Section 10(a) Prospectus to which this Registration Statement
relates.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Kids Stuff, Inc. (the "Registrant") hereby states that the documents
listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that 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, 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 a part
hereof from the date of filing such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997.
(b) The Form 10-QSB for the quarter ended March 31, 1998.
(c) The Form SB-2 filed January 8, 1997 and amended March 14,
1997, April 2, 1997, April 16, 1997, June 3,
1997 and June 25, 1997.
Item 4. Description of Securities.
The Registrant is offering shares of its Common Stock, par value $0.001.
Holders of the Registrant's Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders.
Stockholders do not have cumulative voting rights. Subject to preferences
that may be applicable to any then outstanding preferred stock, holders of the
Common Stock are entitled to receive ratably such dividends as may be declared
from time to time by the Board of Directors out of funds legally available
therefor. In the event of a dissolution, liquidation or winding-up of the
Registrant, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation preference
of any then outstanding preferred stock. Holders of Common Stock have no
right to convert their Common Stock into any other securities. The Common
Stock has no preemptive or other subscription rights. There are no redemption
or sinking fund provisions applicable to the Common Stock. All outstanding
shares of Common Stock are, and the Common Stock to be outstanding upon
completion of this offering will be, duly authorized, validly issued, fully
paid and nonassessable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's certificate of incorporation contains a provision
eliminating the personal monetary liability of directors to the extent allowed
under the General Corporation Law of the State of Delaware. Under the
provision, a stockholder is able to prosecute an action against a director for
monetary damages only if he or she can show a breach of the duty of loyalty, a
failure to act in good faith, intentional misconduct, a knowing violation of
law, an improper personal benefit or an illegal dividend or stock repurchase,
as referred to in the provision, and not "negligence" or "gross negligence" in
satisfying his duty of care. This provision applies to claims against a
director arising out of his or her role as a director and not, if he or she
also is an officer, his or her role as an officer or in any other capacity or
to his or her responsibilities under any other law, such as the federal
securities laws. The provision does not affect the ability to seek equitable
relief against a director of the Registrant. The Registrant's Bylaws provide
that the Registrant shall indemnify directors, officers and employees of the
Registrant to the fullest extent permitted under Delaware law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Executive Employment Agreement, dated December 1, 1997, by and
between William L. Miller and Duncan Hill, Inc. and addendum thereto, dated
June 1, 1998.
4.2 Certificate of Incorporation of Registrant and the certificate of
amendment thereto (incorporated herein by reference to the Exhibits filed with
Form 10-KSB, dated April 1, 1998)
4.3 Bylaws of Registrant (incorporated herein by reference to the
Exhibits filed with Form 10-KSB, dated April 1, 1998)
5, 23.1 Opinion and consent of Dinsmore & Shohl, counsel, as to the
legality of the securities being registered
23.2 Consent of Hausser & Taylor LLP.
___________________________________
Item 9. Undertakings.
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.<PAGE>
Registration
Statement on Form S-8
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 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 Canton, State of Ohio, on this 1st
day of June, 1998.
KIDS STUFF, INC.
By: /s/ William L. Miller
William L. Miller, Chairman of the Board
and Chief Executive Officer
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 dates indicated.
Signature Date
/s/ William L. Miller
William L. Miller
Chairman of the Board, Chief June 1, 1998
Executive Officer and Treasurer
(Principal Executive Officer)
/s/ Jeanne E. Miller
Jeanne E. Miller
President and Director June 1, 1998
/s/ Clark D. Swisher
Clark D. Swisher
Director June 1, 1998
/s/ Christopher A. Weber
Christopher A. Weber
Controller June 1, 1998
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Executive Employment Agreement, dated December 1, 1997, by and
between William L. Miller and Duncan Hill, Inc. and addendum thereto, dated
June 1, 1998.
4.2 Certificate of Incorporation of Registrant and the certificate of
amendment thereto (incorporated herein by reference to the Exhibits filed with
Form 10-KSB, dated April 1, 1998)
4.3 Bylaws of Registrant (incorporated herein by reference to the
Exhibits filed with Form 10-KSB, dated April 1, 1998)
5, 23.1 Opinion and Consent of Dinsmore & Shohl, counsel, as to the
legality of the securities being registered
23.2 Consent of Hausser & Taylor LLP.
<PAGE>
(513) 977-8315
Charles F. Hertlein, Jr. Exhibit 5, 23.1
June 3, 1998
Kids Stuff, Inc.
4450 Belden Village Street, N.W.
Suite 406
Canton, Ohio 44718
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, to
be filed by Kids Stuff, Inc. (the "Company") with the Securities and Exchange
Commission on June 3, 1998, under which 50,000 shares of the Company's Common
Stock without par value ("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibit 5 and 23.1 to
the Registration Statement and to the reference to our name in the
Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Certificate of Incorporation and Bylaws and
the record of proceedings of the stockholders and directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as the corporation under the laws of the State of Delaware.
2. When the Registration Statement shall have been declared effective
by order of the Securities and Exchange Commission and 50,000 shares of the
Company's Common Stock shall have been transferred to William L. Miller by
Duncan Hill, Inc., upon the terms set forth in the Registration Statement,
such shares will be, to the best of our knowledge, legally and validly issued
and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ David G. LeGrand
David G. LeGrand
