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As filed with the Securities and Exchange Commission on September 19, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
WORLD OF SCIENCE, INC.
(Exact name of Registrant as Specified in its Charter)
NEW YORK
(State or other Jurisdiction of Incorporation or Organization)
16-0963838
(IRS Employer Identification No.)
900 Jefferson Road, Building Four
Rochester, New York 14623
(Address of principal executive offices)
1993 EMLOYEE STOCK OPTION PLAN
(Full Title of Plan)
Fred H. Klaucke, President
World of Science, Inc.
900 Jefferson Road, Building Four
Rochester, New York 14623
(716) 475-0100
(Name, address, including zip code, and telephone number including area code, of
Agent for Service)
with a copy to:
Catherine A. King, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
Common
Stock 515,000 $5.84 $3,007,600 $911.40
(1) The Registration Statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options to purchase Common Stock, or pursuant to the
antidilution provisions of the Plan.
(2) In accordance with Rule 457, calculated on the basis of the closing sale
price of the Common Stock on the Nasdaq National Market System on September
17, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
1. The Registrant's Prospectus dated July 8, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 2, 1997.
3. 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 to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares 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 of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
4. The description of the common stock of the Registrant is contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, which became effective on July 1, 1997, including any amendment(s) or
report(s) filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the New York Business Corporation Law (the "BCL") empowers a
New York corporation to indemnify any persons who are, or are threatened to be,
parties to any action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal, by
reason of the fact that such person (or such person's testator or intestate),
was an officer or director of such corporation, or served at the request of such
corporation as a director, officer, employee, agent, or in any other capacity,
of another corporation or enterprise. The indemnity may include judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees actually and necessarily incurred by such person as a result of such action
or proceeding, or any appeal therein, provided that such officer or director
acted in good faith, for a purpose that he or she reasonably believed to be in
or, in the case of service for another corporation, not opposed to, the best
interests of the corporation and, for criminal actions or proceedings, in
addition, had no reasonable cause to believe his or her conduct was unlawful. A
New York corporation may indemnify officers and directors against amounts paid
in settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him or her in connection with the
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defense or settlement of an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted in respect of
(1) a threatened action, or a pending action which is settled or otherwise
disposed of, or (2) 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 judicially approved. Where an officer or director is successful on the
merits or otherwise in the defense of an action referred to above, the
corporation must indemnify him or her against the expenses which such officer or
director actually and red.
In accordance with Section 402(b) of the BCL, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors of the Company to the fullest extent permitted under
the BCL; provided, however, that there shall be no limitation of a director's
liability for acts or omissions committed in bad faith, or that involved
intentional misconduct or a knowing violation of law, or from which a director
personally gained a financial profit or other advantage to which he or she was
not legally entitled. The effect of this provision is to eliminate the personal
liability of directors to the Company and its shareholders for monetary damages
for actions involving a breach of their fiduciary duty of care, including any
such actions involving gross negligence.
Article VIII of the of By-Laws of the Company provides for indemnification
for the officers and directors of the Company to the full extent permitted by
applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
4.1 Form of Restated Certificate of Incorporation of the Registrant,
defining the rights of holders of its Common Stock (Incorporated by
reference from Registrant's Form S-1 dated April 11, 1997 (Registration
No.: 333-25031)).
4.2 1989 Incentive Stock Option Plan (Incorporated by reference from
Registrant's Form S-1 dated April 11, 1997 (Registration
No.: 333-25031)).
4.3 1993 Employee Stock Option Plan (Incorporated by reference from
Registrant's Amendment No. 1 to Form S-1 dated June 5, 1997 (Registration
No.: 333-25031)).
5. Opinion of Harris Beach & Wilcox, LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Harris Beach & Wilcox, LLP (included in Exhibit 5).
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ITEM 9. UNDERTAKINGS
(a) Rule 415 Offerings.
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent-post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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) Filings incorporating subsequent Exchange Act documents by
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reference.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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) Filing of Registration Statement on Forms S-8.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted
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to directors, officers and controlling persons of the Registrant pursuant to the
provisions of the Registrant's charter, 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
offered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on
September 19, 1997.
WORLD OF SCIENCE, INC.
/s/ Fred H.Klaucke
By: __________________________________
Fred H. Klaucke, President and Chief
Executive Officer
/s/ Charles A. Callahan
By: __________________________________
Charles A. Callahan, Vice President of
Finance and Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints
FRED H. KLAUCKE and CHARLES A. CALLAHAN each of them, such person's true and
lawful attorney-in-fact and agent, with full powers of substitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign and to file any and all amendments, including post-effective amendments, to
this Registration Statement with the Securities and Exchange Commission,
granting to said attorney-in-fact full power and authority to perform any other
act on behalf of the undersigned required to be done in connection therewith.
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 Title Date
--------- ----- ----
/s/ Fred H. Klaucke September 19, 1997
____________________________ ____________
Fred H. Klaucke Board, President and
Chief Executive Officer
By: ____________________________ Director ________________
Richard B. Callen
/s/ Thomas A. Scanlon September 19, 1997
By: ____________________________ Director ____________
Thomas A. Scanlon
/s/ Thomas A. James September 19, 1997
By: ____________________________ Director ____________
Thomas A. James
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EXHIBIT 5
HARRIS
BEACH &
WILCOX
a limited liability partnership
September 19, 1997
ATTORNEYS AT LAW
THE GRANITE BUILDING
130 EAST MAIN STREET
ROCHESTER, N.Y. 14604-1687
(716) 232-4440
Direct:
World of Science, Inc.
900 Jefferson Road, Building Four
Rochester, New York 14623
Ladies and Gentlemen:
We have acted as counsel to World of Science, Inc., a New York corporation
(the "Company"), in connection with the filing of the Company's registration
statement on Form S-8 with the Securities and Exchange Commission on or about
September 19, 1997 (the "Registration Statement"), under the Securities Act
of 1933, as amended. The Registration Statement is being filed in connection
with the Company's offering of up to 515,000 shares of Common Stock (the
"Shares") pursuant to the Company's 1993 Employee Stock Option Plan (the
"Plan").
We are familiar with the proceedings to date with respect to such offering
and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for purposes
of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that, when the Shares shall have been issued and sold
on the terms contemplated by the Plan, and the Registration Statement shall have
become effective, the Shares will be legally issued, fully paid and non-
assessable.
This opinion shall be limited to the laws of the State of New York and the
federal laws of the United States of America.
We hereby consent to the use of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
By: /s/ Thomas E. Willett
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Thomas E. Willett, as a Partner
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EXHIBIT 23.1
Independent Accountants' Consent
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The Board of Directors
World of Science, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of World of Science, Inc., of our report dated May 30, 1997, relating to the
balance sheets of World of Science, Inc. as of February 1, 1997 and January 28,
1996, and the related statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended February 1, 1997,
which report appears in the July 8, 1997 Prospectus on Form S-1 of World of
Science, Inc.
/s/ KPMG Peat Marwick LLP
Rochester, New York
September 18, 1997
