As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANTAGE LEARNING SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 39-1559474
(State of (I.R.S. Employer
Incorporation) Identification
Number)
2911 Peach Street, Wisconsin Rapids, Wisconsin 54495-8036
(Address of Principal Executive Offices) (Zip Code)
ADVANTAGE LEARNING SYSTEMS, INC. EMPLOYEE STOCK
PURCHASE PLAN
Michael H. Baum, Chief Executive Officer
Advantage Learning Systems, Inc.
2911 Peach Street
Wisconsin Rapids, Wisconsin 54495-8036
(Name and Address of Agent for Service)
(715) 424-3636
(Telephone Number, including area code, of Agent for
Service)
Copy to:
Randall J. Erickson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
(414) 273-3500
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering price aggregate fee
registered per share (1) offering price (1)
(1)
Common
Stock, 250,000 $33.00 $8,250,000 $2,500.00
$0.01 par
value
- ---------------------------------------------------------------------
(1) The registration fee was calculated pursuant to
Rule 457(c) and Rule 457(h)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). The
registration fee is based on the average of the high
and low price of a share of Advantage Learning Systems,
Inc. common stock on May 21, 1998 on the Nasdaq
National Market, as reported in the Midwest Edition of
The Wall Street Journal on May 22, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Form 10-K for the year
ended December 31, 1997;
(b) The Registrant's Form 10-Q for the quarter
ended March 31, 1998; and
(c) The description of the Registrant's Common
Stock contained in the Registrant's
Registration Statement filed pursuant to
Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-
effective amendment which indicates that all
shares offered have been sold or which deregisters
all securities then remaining unsold, shall be
deemed incorporated by reference in this
Registration Statement and to be part hereof from
the date of filing such documents.
Item 6. Indemnification of Directors and Officers.
Section 180.0851 of the Wisconsin Business
Corporation Law (the "WBCL") requires a
corporation to indemnify a director or officer, to
the extent such person is successful on the merits
or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the
proceeding, if such person was a party to such
proceeding because he or she was a director or
officer of the corporation. In cases where a
director or officer is not successful on the
merits or otherwise in the defense of a
proceeding, a corporation is required to indemnify
a director or officer against liability incurred
by the director or officer in a proceeding if such
person was a party to such proceeding because he
or she is a director or officer of the corporation
unless it is determined that he or she breached or
failed to perform a duty owed to the corporation
and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the
corporation or its shareholders in connection with
a matter in which the director or officer has a
material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or
her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper
personal profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that
subject to certain limitations, the mandatory
indemnification provisions do not preclude any
additional right to indemnification or allowance
of expenses that a director or officer may have
under a corporation's articles of incorporation or
by-laws, a written agreement between the director
or officer and the corporation or a resolution of
the board of directors or the shareholders.
Unless otherwise provided in the articles of
incorporation or by-laws, or by written agreement
between the director or officer and the
corporation, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners as
specified in Section 180.0855 of the WBCL: (i) by
majority vote of a disinterested quorum of the
board of directors, or if such disinterested
quorum cannot be obtained, by a majority vote of a
committee of two or more disinterested directors;
(ii) by independent legal counsel chosen by a
quorum of disinterested directors or its committee
(or if unable to obtain such a quorum or
committee, by a majority vote of the full board of
directors); (iii) by a panel of three arbitrators
(one of which is chosen by a quorum of
disinterested directors); (iv) by the vote of the
shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.
<PAGE>
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation, pursuant to Section
180.0853 of the WBCL, at such time as the director
or officer furnishes to the corporation written
affirmation of his or her good faith that he or
she has not breached or failed to perform his or
her duties; and written confirmation to repay any
amounts advanced if it is determined that
indemnification by the corporation is not
required.
Section 180.0859 of the WBCL provides that it
is the public policy of the State of Wisconsin to
require or permit indemnification, allowance of
expenses and insurance to the extent required or
permitted under Sections 180.0850 to 180.0858 of
the WBCL for any liability incurred in connection
with any proceeding involving a federal or state
statute, rule or regulation regulating the offer,
sale or purchase of securities.
As permitted by Section 180.0858, the
Registrant has adopted indemnification provisions
in its by-laws which closely track the statutory
indemnification provisions with certain
exceptions. In particular, Section 7.1 of the
Registrant's by-laws, among other items, provides
that (i) an individual shall be indemnified unless
it is proven by a final judicial adjudication that
indemnification is prohibited and (ii) payment or
reimbursement of expenses, subject to certain
limitations, will be mandatory rather than
permissive. The Registrant has purchased
directors' and officers' liability insurance which
insures the Registrant's officers and directors
against certain liabilities which may arise under
the Securities Act.
Item 8. Exhibits.
4 Advantage Learning Systems, Inc. Employee
Stock Purchase Plan.
5 Opinion of Godfrey & Kahn, S.C. regarding
legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
24 Powers of Attorney.
Item 9. Undertakings.*
The Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement 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, 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.
(b) (4) That, for purposes of determining any
liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (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.
<PAGE>
(h) (5) 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 provisions of Item
6 of this Registration Statement, 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. 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
Securities Act and will be governed by the final
adjudication of such issue.
____________________
*Paragraphs correspond to Item 512 of Regulation S-K.
<PAGE>
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 of
the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Wisconsin Rapids, State of Wisconsin, on
May 26, 1998.
ADVANTAGE LEARNING
SYSTEMS, INC.
By:/s/ Michael H. Baum
------------------------
Michael H. Baum
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.
/s/ Michael H. Baum Date: May 26, 1998
- --------------------------
Michael H. Baum
Chief Executive Officer
and a Director (Principal
Executive Officer)
/s/ Timothy Sherlock Date: May 26, 1998
- --------------------------
Timothy Sherlock
Secretary, Vice President
and Chief Financial Officer
(Principal Financial
and Accounting Officer)
Directors: Judith A. Paul, Terrance D. Paul, John R. Hickey,
Timothy P. Welch, Perry S. Akins and John H. Grunewald.
By: /s/ Michael H. Baum Date: May 26, 1998
-------------------------
Michael H. Baum, as Attorney-in-Fact*
*Pursuant to authority granted by power of attorney,
copies of which are filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibits
4 Advantage Learning Systems, Inc. Employee Stock
Purchase Plan.
5 Opinion of Godfrey & Kahn, S.C. regarding legality
of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
24 Powers of Attorney.
Exhibit 4
ADVANTAGE LEARNING SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of this Plan is to
provide employees of Advantage Learning Systems, Inc.
(the "Company") and of its Subsidiaries (as defined in
Paragraph 12 hereof) with an opportunity to purchase
Company common stock through annual offerings to be
made commencing on the 1st day of January (1st day of
July for 1998), and thus develop a stronger incentive
to work for the continued success of the Company. The
aggregate number of shares of common stock of the
Company (the "Stock") authorized to be sold pursuant to
options granted under this Plan is 250,000 shares,
subject to adjustment as provided in Paragraph 17
hereof. In computing the number of shares available
for grant, any shares relating to options which are
granted, but which subsequently lapse, are canceled or
are otherwise not exercised by the final date for
exercise, shall be deemed available for future grants
of options. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986,
as amended (the "Code") and, therefore, the provisions
of the Plan shall be construed so as to govern
participation in a manner consistent with the
requirements of Section 423(b) of the Code.
2. Administration. Subject to the general
control of the Company's Board of Directors (the
"Board"), the Plan shall be administered by a committee
appointed by the Board (the "Committee"). The
Committee shall consist of one or more members and who
need not be members of the Board. The Board may at any
time replace a member of such Committee. Any expenses
of the Committee shall be paid by the Company. The
Committee may adopt regulations not inconsistent with
the provisions of this Plan for the administration
thereof, and its interpretation and construction of the
Plan and the regulations shall be final and conclusive.
Any action to be taken by the Committee shall be on a
vote of a majority of the Committee either at a meeting
or in writing.
3. Eligibility.
(a) All employees of the Company or of any
Subsidiary designated from time to time by the
Committee will be eligible to participate in the
Plan provided they have a minimum period of
continuous service with the Company or a
Subsidiary, such period to be determined by the
Committee from time to time, but in all events not
to exceed two years, subject to the additional
limitations imposed herein (each such employee is
referred to as an "Eligible Employee").
(b) Any provision of this Plan to the
contrary notwithstanding, no employee shall be
granted an option:
(i) if, immediately after the grant,
such employee would own, and/or hold
outstanding options to purchase stock
possessing 5% or more of the total combined
voting power or value of all classes of stock
of the Company or of any parent or subsidiary
of the Company within the meaning of Section
423 of the Code; or
(ii) which permits the employee's
rights to purchase Stock under all employee
stock purchase plans, as defined in Section
423 of the Code, of the Company and its
subsidiaries to accrue at a rate which
exceeds $25,000 of Fair Market Value of the
Stock (determined at the time such option is
granted) for each calendar year in which such
stock option is outstanding at any time; or
(iii) if the employee's customary
employment does not meet certain requirements
for length of employment determined by the
Committee from time to time; provided,
however, that any such requirement for length
of employment shall comply with Section 423
of the Code.
4. Offerings. The Committee may make one or
more annual offerings to Eligible Employees to purchase
Stock under this Plan (each an "Offering"). The term
of any Offering, except the first Offering, shall be
for a period of 12 months' duration. The first
Offering shall be for a period of six 6 months'
duration, commencing July 1, 1998 and ending January 1,
1999. No Eligible Employee shall be granted an option
to purchase a number of shares of the Company in excess
of $25,000 divided by 100% of the Fair Market Value of
a share of Stock on the date immediately preceding the
Effective Date of the Offering (as defined in Paragraph
12 hereof).
5. Participation. An Eligible Employee on the
Effective Date of the Offering may participate in such
Offering by completing and forwarding a payroll
deduction authorization form to the appropriate payroll
location before August 1st of the offering period
(September 1 for the first offering period). An
Eligible Employee who submits such authorization is
referred to as a "Participant." The form will
authorize a regular payroll deduction from the
Participant's pay.
6. Deductions. The Company will maintain
payroll deduction accounts for all Participants. A
Participant may purchase shares of Stock under this
Plan solely by means of payroll deduction. Payroll
deductions, as designated by the Participant pursuant
to Paragraph 5, shall be a whole percentage of the
Participant's Compensation (as defined in Paragraph 12
hereof) but not less than one percent (1%) nor more
than ten percent (10%).
7. Deduction Changes. A Participant may
increase or decrease the applicable payroll deduction
by filing a new payroll deduction authorization form
before August 1st of the offering period (September 1
for the first offering period). The change may not
become effective sooner than the next pay period after
receipt of the form. A payroll deduction may be
increased or decreased only once during the term of any
offering period.
8. Withdrawal From Participation in an Offering.
A Participant may, at any time and for any reason,
withdraw from participation in an Offering under this
Plan, upon advance written notice to the Committee. As
soon as reasonably practicable thereafter, payroll
deductions shall cease and the entire amount credited
to the Participant's payroll deduction account under
this Plan shall be refunded to the Participant in cash
(partial refunds are not permitted). Any Participant
who withdraws from an Offering under this Plan may not
resume participation in such Offering.
9. Purchase of Shares.
(a) Each Participant will be entitled to
purchase as many whole shares of Stock as can be
purchased with the total payroll deductions
credited to the Participant's account during the
specified offering periods in the manner and on
the terms herein provided.
(b) The purchase price for a share of Stock
under any Offering will be the lower of either:
(i) the Offering Price of 85% of the
Fair Market Value of a share of Stock on the
Effective Date of the Offering; or
(ii) the Alternative Offering Price of
85% of the Fair Market Value of a share of
Stock on the day one year (6 months for the
first offering period) from the Effective
Date of the Offering.
(c) As of the date one year (6 months for
the first offering period) from the Effective Date
of the Offering, the account of each Participant
shall be totaled and the Alternative Offering
Price determined. If a Participant shall have
sufficient funds in the Participant's account to
purchase one or more full shares at the lower of
either the Offering Price or the Alternative
Offering Price as of that date, the Participant
shall be deemed to have exercised the
Participant's option to purchase such share or
shares at such lower price, the Participant's
account shall be charged for the amount of the
purchase, and a stock certificate shall be issued
to the Participant as of such day. The balance of
any payroll deductions credited to his account
during the Offering shall be refunded to the
Participant in cash.
10. Interest. Interest will not accrue on any
employee payroll deduction accounts.
11. Registration of Certificates. Certificates
will be registered only in the name of the Participant.
If a Participant makes written request to the
Committee, the Committee may cause the certificates to
be issued in the Participant's name jointly with a
member of his family with right of survivorship.
12. Definitions.
(a) "Compensation" means the total
compensation paid in cash to a Participant
including salaries, wages, overtime pay or
commission, but excluding bonuses, moving or
relocation allowances, car allowances, imputed
income attributable to cars, life insurance or
other benefits, or other items as determined by
the Committee.
(b) "Effective Date of the Offering" shall
be the date established by the Committee in making
any Offering under this Plan.
(c) "Fair Market Value" shall be the closing
price of the common stock of the Company as quoted
on the NASDAQ National Market System
("NASDAQ/NMS") as reported in the Midwest Edition
of The Wall Street Journal on the applicable
valuation date hereunder, or if no sale of common
stock of the Company is quoted on the NASDAQ/NMS
on any such date, then the closing price of the
common stock of the Company on the next preceding
day on which a sale was made.
(d) "Subsidiary" means any corporation of
which the Company or a Subsidiary owns 50% or more
of the combined voting power of all classes of
stock unless the Board determines that such
corporation shall not be a "Subsidiary" for
purposes hereof. Only subsidiaries that satisfy
the requirements of Section 424(f) of the Code
shall be entitled to participate in the Plan.
13. Rights as a Shareholder. None of the rights
or privileges of a shareholder of the Company shall
exist with respect to shares purchased under this Plan
unless and until such full shares shall have been duly
issued.
14. Rights on Retirement, Death or Termination of
Employment. In the event of a Participant's
retirement, death, or termination of employment, no
payroll deduction shall be taken from any pay due and
owing to such Participant at such time and the balance
in such Participant's account shall be paid to such
Participant or, in the event of such Participant's
death, to such Participant's estate. Transfer of a
Participant from the Company to a Subsidiary or vice
versa shall not constitute termination of employment.
15. Rights Not Transferable. Rights under this
Plan are not transferable by a Participant, other than
by will or the laws of descent and distribution, and
are exercisable, during the Participant's lifetime,
only by the Participant.
16. Application of Funds. All funds received or
held by the Company under this Plan may be used for any
corporate purpose and need not be segregated.
17. Adjustment in Case of Changes Affecting the
Common Stock of the Company. In the event of any stock
dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or
the like, as a result of which shares of any class
shall be issued in respect of the outstanding Stock, or
the Stock shall be changed into the same or a different
number of the same or another class of stock, or into
securities of another person, cash or other property
(not including a cash dividend), the total number of
shares authorized to be offered in accordance with
Paragraph 1, the number of shares subject to each
outstanding option, the option price applicable to each
such option, and/or the consideration to be received
upon exercise of each such option shall be adjusted in
a fair and reasonable manner by the Committee. In
addition, the Committee shall, in its sole discretion,
have authority to provide, in appropriate cases, for
(i) acceleration of the exercise date of outstanding
options or (ii) the conversion of outstanding options
into cash or other property to be received in certain
of the transactions specified in the preceding sentence
upon effectiveness of such transactions.
18. Amendment of the Plan. The Board or the
Committee may at any time, or from time to time, amend
this Plan in any respect; provided, however, that no
amendment shall be made without the approval of the
shareholders of the Company if shareholder approval is
required for such amendment under applicable tax,
securities or other law. Any action taken by the
Board, or the Committee pursuant hereto that is
otherwise inconsistent with the terms and conditions
hereof shall be given effect and be deemed to be an
amendment hereof as related to such action, to the
extent allowed by this Paragraph 18, so as to make such
terms and conditions consistent with such action.
19. Termination of the Plan.
(a) This Plan and all rights of Participants
under any offering hereunder shall terminate:
(i) on the day that Participants become
entitled to purchase a number of shares equal
to or greater than the number of shares
remaining available for purchase. If the
number of shares so purchasable is greater
than the shares remaining available, the
available shares shall be allocated by the
Committee among such Participants in such
manner as it deems fair and consistent with
Section 423 of the Code; or
(ii) at any time, at the discretion of
the Board or the Committee.
(b) Upon termination of this Plan, all
amounts in the accounts of Participants shall be
promptly refunded.
20. Governmental Regulations. The obligation to
sell and deliver shares of the Stock under this Plan is
subject to the approval of any governmental authority
required in connection with the authorization, issuance
or sale of such stock.
21. Indemnification of Committee. In addition to
such other rights of indemnification as they may have
as directors or as members of the Committee, the
members of the Committee shall be indemnified by the
Company against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in
connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason
of any action taken or failure to act under or in
connection with the Plan or any option granted
thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is
approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in
such action, suit or proceeding, that such Committee
member is liable for gross negligence or willful
misconduct in the performance of his duties; provided
that within 60 days after the institution of any such
action, suit or proceeding, a Committee member shall in
writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
22. Approval of Shareholders. The Plan has been
adopted by the Board but is subject to approval of the
shareholders of the Company at the next annual or
special meeting of shareholders.
Exhibit 5
GODFREY & KAHN, S.C.
780 North Water Street
Milwaukee, WI 53202-3590
Tel. (414) 273-3500
Fax (414) 273-5198
May 26, 1998
Advantage Learning Systems, Inc.
2911 Peach Street
Wisconsin Rapids, Wisconsin 54495-8036
Ladies and Gentlemen:
We have acted as your counsel in connection with
the offer by Advantage Learning Systems, Inc., a
Wisconsin corporation (the "Company"), of up to 250,000
shares of common stock, $.01 par value (the "Shares").
The Shares are reserved for issuance pursuant to the
Company's Employee Stock Purchase Plan (the "Plan"), as
described in the Plan's Prospectus (the "Prospectus"),
including all amendments and supplements thereto, which
Prospectus relates to the Company's Registration
Statement on Form S-8, to be filed with the Securities
and Exchange Commission (the "Registration Statement").
We have examined: (a) the Plan, the Prospectus and
the Registration Statement, (b) the Company's Amended
and Restated Articles of Incorporation and Amended and
Restated By-Laws, (c) certain resolutions of the
Company's Board of Directors and (d) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion
that the Shares, upon issuance in accordance with the
terms of the Plan, will be duly authorized and validly
issued, fully paid and nonassessable except to the
extent provided in Section 180.0622(2)(b) of the
Wisconsin Statutes, or any successor provision, which
provides that shareholders of a corporation organized
under Chapter 180 of the Wisconsin Statutes may be
assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees
for services rendered, but not exceeding six months
service in the case of any individual employee (certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof).
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement of our report dated February 6,
1998 included in Advantage Learning Systems, Inc.'s
Form 10-K for the year ended December 31, 1997 and to
all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
May 22nd, 1998
Exhibit 24
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ Perry S. Akins
---------------------
Perry S. Akins
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ John H. Grunewald
-----------------------
John H. Grunewald
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ John R. Hickey
-----------------------
John R. Hickey
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for her in her name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in her name
and behalf in her capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming her
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ Judith A. Paul
----------------------
Judith A. Paul
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ Terrance D. Paul
------------------------
Terrance D. Paul
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ Timothy P. Welch
------------------------
Timothy P. Welch
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Advantage Learning
Systems, Inc., a Wisconsin corporation, hereby
constitutes and designates each of Michael H. Baum and
Timothy Sherlock, with the power of substitution, the
true and lawful attorney-in-fact of the undersigned to
sign for him in his name, place and stead, in any and
all capacities, the Registration Statement on Form S-8
of Advantage Learning Systems, Inc. relating to the
Advantage Learning Systems, Inc. Employee Stock
Purchase Plan, and any and all amendments (including
post-effective amendments) and/or supplements to said
Form S-8, generally to do all such things in his name
and behalf in his capacity as a director to enable
Advantage Leaning Systems, Inc. to comply with the
provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his
signature as it may be signed by said attorney-in-fact
to said Form S-8 and any and all amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 26th day of May, 1998.
/s/ Michael H. Baum
---------------------
Michael H. Baum
