As filed with the Securities and Exchange Commission on February 14, 2000.
Registration No. 333-_______
--------------------------------------------
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 Issuer as specified in its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 34-1843520
-------- ----------
(State of other Jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
7835 Freedom Avenue, N.W., North Canton, Ohio 44720
(Address of Principal Executive Offices) (Zip Code)
-----------------------------------------------
KIDS STUFF, INC.
1997 LONG TERM INCENTIVE PLAN AND SECURITIES
GRANTED TO DIRECTORS AND CONSULTANTS OUTSIDE OF THE PLAN
(Full title of the Plans)
----------------------------------------------
William L. Miller, Chief Executive Officer
7835 Freedom Avenue, North Canton, Ohio 44720
(330) 492-8090
(330) 492-8149/fax
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------------------------------
Copies of all communications to:
Steven Morse, Esq.
Lester Morse P.C.
111 Great Neck Road, Suite 420
Great Neck, NY 11021
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities to be Offering Price Aggregate Registration
Registered Amount to be Per Share (3) Offering Price Fee (3)
(1) Registered (3)
<S> <C> <C> <C> <C> <C>
Common Stock, 798,000 (1)(2) $ 2.30 $ 1,835,400 $ 510.24
Par Value $.001 Per
Share
Total $ 1,835,400 $ 510.24
- -------------------------- ------------------------ ----------------- -------------------- --------------------
</TABLE>
- --------------
(1) Includes (i) the 1997 Long Term Incentive Plan (the "1997 Plan") which
authorized the granting of Incentive and Non-Statutory Stock Options to
purchase an aggregate of 400,000 shares of Common Stock, (ii) Options
to purchase 390,000 shares granted to directors outside of the Plan,
and (iii) a total of 8,000 shares issued to two persons in connection
with corporate legal services. This Registration Statement registers
the issuance of the aforesaid 798,000 shares.
(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, an
additional undeterminable number of shares of Common Stock is being
registered to cover any adjustments in the number of shares of Common
Stock pursuant to the anti- dilution provisions of the Incentive Plan
and Director Options.
(3) Estimated solely for the purpose of calculating the registration fee
and based on no less than the average of the closing high bid and low
asked price of the Company's Common Stock on NASDAQ within five
business days of the filing date of this Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
Incorporated hereby by reference and made a part hereof is the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998, and Form 10-QSB for the quarter ended September 30, 1999, as and if
amended, filed under the Securities Exchange Act of 1934 (the "Exchange Act"),
Form 8-A which was declared effective on June 26, 1997 by the Securities and
Exchange Commission registering the Company's Common Stock under Section 12 of
the Exchange Act and all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 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 a part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
The legality of the securities being registered by this Registration
Statement is being passed upon by Lester Morse P.C., 111 Great Neck Road, Suite
420, Great Neck, NY 11021, counsel to the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Limitation of Directors' Liability.
The Company's Certificate of Incorporation contains a provision which,
in substance, eliminates the personal liability of the directors to the Company
and its stockholders for monetary damages for breaches of their fiduciary duties
as directors to the fullest extent permitted by Delaware law. By virtue of this
provision, under current Delaware law a director of the Company will not be
personally liable for monetary damages for breach of his fiduciary duty, except
for liability for (a) breach of his duty of loyalty to the Company or to its
stockholders, (b) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) dividends or stock
repurchases or redemptions that are unlawful under Delaware laws and (d) any
transaction from which he receives an improper personal benefit. This provision
pertains only to breaches of duty by directors as directors and not in any other
corporate capacity, such as officers, and limits liability only for breaches of
fiduciary duties under Delaware corporate law and not for violations of other
laws such as the federal securities laws. As a result of the inclusion of such
provision, stockholders may be unable to recover monetary damages against
3
<PAGE>
directors for actions taken by them that constitute negligence or gross
negligence or that are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions. The inclusion of this provision in the Company's Certificate of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter stockholders or
Management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
the Company and its stockholders.
Indemnification.
Section 145 of the Delaware General corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such capacity
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
Article VII, Section 7, of the By-Laws of the Company provides for
indemnification of officers, directors, employees and agents to the extent
permitted under the Delaware General Corporation Law.
The employment agreements with William L. Miller and Jeanne E. Miller
each provide for their indemnification to the full extent permitted by law.
4
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following is a complete list of exhibits filed as a part
of, or incorporated by reference in, this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Document
5 Opinion of Lester Morse
P.C.- re: legality of shares of
Common Stock being registered*
23.1 Consent of Hausser + Taylor LLP*
23.2 Consent of Lester Morse P.C.
(Included in Exhibit 5)*
99.1 1997 Long-Term Incentive Plan of Registrant.
(Incorporated by reference to Exhibit 10.14
contained in the Registrant's Form SB-2
Registration Statement, Amendment No.1, File
No. 333-19423), filed with the Securities and
Exchange Commission on March 14, 1997)
99.2 Option covering 100,000 shares granted to
Jeanne E. Miller*
99.3 Option covering 100,000 shares granted to
William L. Miller*
99.4 Additional Option covering 100,000 shares
granted to Jeanne E. Miller*
99.5 Option granted to Clark D. Swisher*
99.6 Option granted to Alfred M. Schmidt*
99.7 Option granted to Debra Gibbs
99.8 Retainer Agreement of Lester Morse and
Steven Morse*
- ---------------
*Filed herewith
</TABLE>
5
<PAGE>
Item 9. UNDERTAKINGS
A. To Update Annually
The undersigned registrant hereby undertakes (1) other than as
provided in the proviso to item 512(a) of Regulation S-K, to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (a) to include any prospectus required by Section
10(a)(3) of the Securities Act, (b) 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 (c) 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; (2)
that for the purpose of determining any liability under the Securities Act, each
such post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof; and (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.
B. Incorporation of Subsequent Securities
Exchange Act of 1934 Documents by Reference
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 Exchange
Act) 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. Indemnification of Officers and Directors
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 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
6
<PAGE>
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of North Canton, State of Ohio on the 14th day of
February, 2000.
KIDS STUFF, INC.
By:/s/ William L. Miller
William L. Miller, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Titles Date
/s/ William L. Miller Chairman of the
William L. Miller Board, Chief Executive Officer,
Principal Financial Officer,
Treasurer and Secretary February 14, 2000
/s/ Jeanne E. Miller President and
Jeanne E. Miller Director February 14, 2000
/s/ Clark D. Swisher
Clark D. Swisher Director February 14, 2000
/s/ Alfred M. Schmidt
Alfred M. Schmidt Director February 14, 2000
/s/ Debra P. Gibbs Director February 14, 2000
Debra P. Gibbs
7
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
KIDS STUFF, INC.
EXHIBIT 5
OPINION OF LESTER MORSE P.C.
RE: LEGALITY OF SHARES OF COMMON STOCK BEING REGISTERED
<PAGE>
Exhibit 5
Kids Stuff, Inc. February 14, 2000
7835 Freedom Avenue, N.W.
North Canton, Ohio 44720
Re: Registration Statement on Form S-8
of Kids Stuff, Inc.
Gentlemen:
You have requested our opinion as counsel for Kids Stuff, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 (the "Act') with respect to shares (the "Shares") of Common Stock,
par value $.001 per share, of the Company which may be issued pursuant to the
exercise of options granted or to be granted under the Company's 1997 Long-Term
Incentive Plan covering up to 400,000 shares (the "Plan"), the exercise of
options to purchase up to an additional 390,000 shares granted to directors
outside of the Plan and the issuance of 8,000 shares to two persons who are
members of this firm in exchange for corporate legal services.
We have examined such corporate records and other documents and have
made such examination of law as we have deemed relevant in connection with this
opinion.
Based upon the foregoing, we advise you that in our opinion each
authorized but unissued Share issued by the Company in accordance with the terms
of the Plan, upon exercise of options properly granted (or to be granted) under
such Plan and the Director options granted outside of the Plan and 8,000 shares
to two persons who are members of this firm in exchange for corporate legal
services, is duly authorized, and, when (a) the applicable provisions of such
"blue sky" and securities laws as may be applicable have been complied with and
(b) each such Share has been delivered in accordance with the terms of such
Plan, Director Options granted outside of the Plan and legal Retainer, assuming
no change in the applicable law or pertinent facts, each such Share will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name therein
under the caption "Interests of Named Experts and Counsel," in Part II of the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
LESTER MORSE P.C.
Steven Morse
EXHIBIT 23.1
CONSENT OF HAUSSER + TAYLOR LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference to this Registration Statement of
Kids Stuff, Inc. on Form S-8 of our report dated March 20, 1999 appearing in the
Annual Report on Form 10-KSB of Kids Stuff, Inc. for the year ended December 31,
1998.
Hausser + Taylor LLP
Certified Public Accountants
North Canton, Ohio
February 10, 2000
EXHIBIT 99.1
1997 LONG-TERM INCENTIVE PLAN OF REGISTRANT
(INCORPORATED BY REFERENCE TO EXHIBIT 10.14
CONTAINED IN THE REGISTRANT'S FORM SB-2
REGISTRATION STATEMENT, AMENDMENT NO. 1,
FILE NO. 333-19423), FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON MARCH 14, 1998).
EXHIBIT 99.2
OPTION COVERING 100,000 SHARES GRANTED
TO JEANNE E. MILLER
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to Jeanne E. Miller with a mailing address at c/o Kids Stuff, Inc., 7835
Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as the
"Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 100,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. The entire Option is immediately vested and may be exercised at any time
and from time to time from the date hereof until the close of business on
October 16, 2008 in whole or in part. This Option shall be void and have no
further force and effect after the close of business on October 16, 2008. No
fractional shares will be issued upon the exercise of this Option. This Option
is issued in replacement of the Option granted to Mrs. Miller on October 16,
1998, which prior Option is hereby null and void.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case may be, that the shares of Common Stock are being
acquired in good faith for investment and not with a view to or for sale in
connection with, any resale or distribution thereof.
<PAGE>
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/ William Miller
William Miller
Chief Executive Officer
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.3
OPTION COVERING 100,000 SHARES GRANTED
TO WILLIAM L. MILLER
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to William Miller with a mailing address at c/o Kids Stuff, Inc., 7835
Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as the
"Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 100,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. Of the 100,000 shares, 50,000 shares may be purchased and shall vest on
September 21, 1999, an additional 25,000 shares may be purchased and shall vest
on September 21, 2000, and an additional 25,000 shares may be purchased and
shall vest on January 1, 2001. This Option shall be void and have no further
force and effect after the close of business on January 1, 2007. No fractional
shares will be issued upon the exercise of this Option. This Option is issued in
replacement of the Option granted to Mr. Miller on January 1, 1997, which prior
Option is hereby null and void.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case
<PAGE>
may be, that the shares of Common Stock are being acquired in good faith for
investment and not with a view to or for sale in connection with, any resale or
distribution thereof.
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/Jeanne E. Miller
Jeanne E. Miller, President
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.4
ADDITIONAL OPTION COVERING 100,000 SHARES GRANTED
TO JEANNE E. MILLER
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to Jeanne E. Miller with a mailing address at c/o Kids Stuff, Inc., 7835
Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as the
"Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 100,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. Of the 100,000 shares, 50,000 shares may be purchased and shall vest on
September 21, 1999, an additional 25,000 shares may be purchased and shall vest
on September 21, 2000, and an additional 25,000 shares may be purchased and
shall vest on January 1, 2001. This Option shall be void and have no further
force and effect after the close of business on January 1, 2007. No fractional
shares will be issued upon the exercise of this Option. This Option is issued in
replacement of the Option granted to Mrs. Miller on January 1, 1997, which prior
Option is hereby null and void.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case
<PAGE>
may be, that the shares of Common Stock are being acquired in good faith for
investment and not with a view to or for sale in connection with, any resale or
distribution thereof.
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/ William Miller
William Miller
Chief Executive Officer
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.5
OPTION GRANTED TO CLARK D. SWISHER
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to Clark D. Swisher with a mailing address at c/o Kids Stuff, Inc., 7835
Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as the
"Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 30,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. Of the 30,000 shares, 7,500 shares may be purchased and shall vest on
September 21, 1999, an additional 7,500 shares may be purchased and shall vest
on January 1, 2000, an additional 7,500 shares may be purchased and shall vest
on January 1, 2001, and an additional 7,500 shares may be purchased and shall
vest on January 1, 2002. From the time of vesting and until the close of
business on October 16, 2008, this Option may be exercised in whole or in part.
This Option shall be void and have no further force and effect after the close
of business on October 16, 2008. No fractional shares will be issued upon the
exercise of this Option. This Option is issued in replacement of the Option
granted to Mr. Swisher on October 16, 1998, which prior Option is hereby null
and void.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
<PAGE>
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case may be, that the shares of Common Stock are being
acquired in good faith for investment and not with a view to or for sale in
connection with, any resale or distribution thereof.
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/ William Miller
William Miller
Chief Executive Officer
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.6
OPTION GRANTED TO ALFRED M. SCHMIDT
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to Alfred M. Schmidt, Jr. with a mailing address at c/o Kids Stuff, Inc.,
7835 Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as
the "Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 30,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. Of the 30,000 shares, 7,500 shares may be purchased and shall vest on
September 21, 1999, an additional 7,500 shares may be purchased and shall vest
on January 1, 2000, an additional 7,500 shares may be purchased and shall vest
on January 1, 2001, and an additional 7,500 shares may be purchased and shall
vest on January 1, 2002. From the time of vesting and until the close of
business on October 16, 2008, this Option may be exercised in whole or in part.
This Option shall be void and have no further force and effect after the close
of business on October 16, 2008. No fractional shares will be issued upon the
exercise of this Option. This Option is issued in replacement of the Option
granted to Mr. Schmidt on October 16, 1998, which prior Option is hereby null
and void.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
<PAGE>
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case may be, that the shares of Common Stock are being
acquired in good faith for investment and not with a view to or for sale in
connection with, any resale or distribution thereof.
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/ William Miller
William Miller
Chief Executive Officer
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.7
OPTION GRANTED TO DEBRA GIBBS
<PAGE>
KIDS STUFF, INC.
COMMON STOCK PURCHASE OPTION
Kids Stuff, Inc. (hereinafter referred to as the "Corporation"), hereby
grants to Debra Gibbs with a mailing address at c/o Kids Stuff, Inc., 7835
Freedom Avenue, N.W., North Canton, OH 44720 (hereinafter referred to as the
"Holder"), the right and option to purchase, upon the terms and conditions
hereinafter set forth, 30,000 shares of the presently authorized but unissued
restricted Common Stock of the Corporation at an exercise price of $1.33 per
share. Of the 30,000 shares, 7,500 shares may be purchased and shall vest on
September 21, 1999, an additional 7,500 shares may be purchased and shall vest
on September 21, 2000, an additional 7,500 shares may be purchased and shall
vest on September 21, 2001, and an additional 7,500 shares may be purchased and
shall vest on September 21, 2002. From the time of vesting and until the close
of business on September 21, 2009, this Option may be exercised in whole or in
part. This Option shall be void and have no further force and effect after the
close of business on September 21, 2009. No fractional shares will be issued
upon the exercise of this Option.
This Option, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Option and the
executed Subscription Form to the principal executive office of the Corporation,
specifying the number of whole shares to be purchased and accompanied by payment
in full of the aggregate purchase price of the number of shares purchased.
This Option, and the rights and privileges conferred hereby shall not
be assignable or transferable except pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations
thereunder. This Option shall be binding and inure to the benefit of the
Corporation and any successor to the Corporation and to the Holder's successors
and assigns.
The Holder, by acceptance hereof, acknowledges and agrees that:
(a) The Option represented by this certificate has not been registered
under the Act. This Option has been purchased for investment and not with a view
to distribution or resale, and may not be made subject to a security interest,
pledged, hypothecated, or otherwise transferred without an effective
registration statement for such Option under the Act or an opinion of counsel
for the Corporation that registration is not required under the Act. Any shares
issued upon the exercise of this Option shall bear the following legend reading
substantially as follows:
"No sale, offer to sell or transfer of the securities represented by the
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such securities is then in
effect or an exemption from the registration requirement of such Act is then in
fact applicable to such transfer."
(b) Each notice of exercise of any portion of this Option must be
accompanied by a representation in writing signed by the Holder or its legal
representatives, as the case
<PAGE>
may be, that the shares of Common Stock are being acquired in good faith for
investment and not with a view to or for sale in connection with, any resale or
distribution thereof.
(c) In the event that the Corporation shall, at any time prior to the
expiration date of this Option and prior to the exercise thereof: (i) declare or
pay to the Holders of the Common Stock a dividend payable in any kind of shares
of stock of the Corporation; or (ii) change or divide or otherwise reclassify
its Common Stock into the same or a different number of shares with or without
par value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially as an entirety
to, any other corporation; or (iv) make any distribution of its assets to
Holders of its Common Stock as a liquidation or partial liquidation dividend or
by way of return of capital; then, upon the subsequent exercise of this Option,
the Holder thereof shall receive for the exercise price, in addition to or in
substitution for the share of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Corporation, or such reclassified shares of stock of the Corporation, or such
shares of the securities or property of the Corporation resulting from such
consolidation or merger or transfer, or such assets of the Corporation, which it
would have been entitled to receive had it exercised this Option prior to the
happening of any of the foregoing events.
(d) This Option does not confer upon the Holder thereof any right
whatsoever as a stockholder of the Corporation. Upon the exercise of this Option
the subscription form on the back hereof must be duly executed and the
accompanying instructions for recording of stock filled in.
Dated: September 21, 1999 Kids Stuff, Inc.
By: /s/ William Miller
William Miller
Chief Executive Officer
<PAGE>
SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing of the shares of Common Stock of said Corporation
called for thereby and hereby makes payment of $ in payment of the purchase
price thereof. Please issue the shares of stock so purchased in accordance with
the instructions given below.
Signature___________________________
INSTRUCTIONS FOR RECORDING OF STOCK ON THE BOOKS OF THE COMPANY.
Name________________________________________________________________
(Please print in block letters your name as it appears on the front of
the Option.)
Address______________________________________________________________
EXHIBIT 99.8
RETAINER AGREEMENT OF LESTER MORSE AND STEVEN MORSE
<PAGE>
Lester Morse, Esq.
Steven Morse, Esq.
111 Great Neck Road
Suite 420
Great Neck, NY 11021
William Miller, Chief Executive Officer January 6, 2000
Kids Stuff, Inc.
7835 Freedom Avenue N.W.
North Canton, OH 44720
Dear Mr. Miller:
You have requested that we prepare an initial draft of Kids Stuff,
Inc,'s Form 10-KSB for its fiscal year ended December 31, 1999 and submit a
draft to you by March 14, 2000. We estimate the time to prepare the Form 10-KSB
would cost approximately $4,300. In lieu of cash, we have agreed to perform
these legal services for Kids Stuff in exchange for 8,000 shares of Kids Stuff's
Common Stock to be delivered upon the later of fulfillment of our legal services
or the filing of a Form S-8 Registration Statement registering the issuance of
the aforesaid 8,000 shares. It is understood that 4,000 shares shall be issued
in the name of Lester Morse, S.S.# ###-##-#### and 4,000 shares shall be issued
in the name of Steven Morse, S.S. # ###-##-#### and mailed to the address set
forth at the top of our letterhead.
Very truly yours,
Lester Morse and Steven Morse
Accepted and Agreed to:
Kids Stuff, Inc.
By: William L. Miller, Chief Executive Officer
