SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Learner's World, Inc.
(Exact name of registrant as specified in its charter)
New York 11-3331350
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
369 Avenue U, Brooklyn, New York 11223
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(Address of principal executive offices)
2000 Employee Benefit Plan of Learner's World, Inc.
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(Full title of the plan)
Sal Casaccio, 369 Avenue U,
Brooklyn, New York 11223
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (718) 449-3194
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Registered Offering Price Per Aggregate Offering Registration
Share(1) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 521,000 $0.50 $260,500 $69.33
no par value
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</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of August 3, 2000, a date within five business days prior to
the date of filing of this registration statement.
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Settlement of Fees Agreement between Learner's World, Inc. and Richard D. Surber
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to Richard D. Surber.
Registration Statement Item Numbers and Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Fee Agreement Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Learner's World, Inc., a New York corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:
1. The Company's Form 10-SB/A-1 filed with the Securities and Exchange
Commission on May 3, 2000.
2. The description of the Common Stock contained in the Company's Form 10-SB
Registration Statement filed on December 15, 1999 under the Securities Act,
including any amendment or report filed for the purpose of updating such
description.
3. The Company's Form 10-KSB/A-1 filed with the Securities and Exchange
Commission on July 18, 2000.
4. The Company's Form 10-QSB filed with the Securities and Exchange Commission
on August 11, 2000.
5. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 1999.
Prior to the filing, if any, of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities
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The common stock of the Company being registered pursuant to this Registration
Statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on March 22,
2000, and any amendment or report filed for the purpose of updating such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel
No expert named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel for the Company who
is named in this prospectus as having given an opinion on the validity of the
securities being offered hereby, was hired on a contingent basis or has or is to
receive, in connection with this offering, a substantial interest, direct or
indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Article 7, Section 721 through 726 of the New York Statues provide for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgments, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.
In accordance with the provisions referenced above, the Company shall indemnify
to the fullest extent permitted by it bylaws, and in the manner permissible
under the laws of the State of New York, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the
Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.
The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the Sections of the
Laws of New York forth above and the provisions of the Company's Bylaws and the
Company's Articles of Incorporation, or any amendments thereto.
Item 7. Exemption from Registration Claimed
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No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 7.
Item 9. Undertakings
(a) 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 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) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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) 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Brooklyn, New York, on August 14, 2000.
Learner's World, Inc.
/s/ Salvatore Casaccio
By:________________________
Salvatore Casaccio, as President/CEO & Director
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 date indicated.
Signature Title Date
/s/ Salvatore Casaccio
_________________ Director August 17, 2000
Salvatore Casaccio
Signature Title Date
/s/ Agrippino Casiccio
_________________ Director August 17, 2000
Agrippino Casaccio
Signature Title Date
/s/ Carmine Notaro
_________________ Director August 17, 2000
Carmine Notaro
Signature Title Date
/s/ Kevin Gersch
_________________ Director August 17, 2000
Kevin Gersch
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Signature Title Date
/s/ Dominick J. Morreale
_________________ Director August 17, 2000
Dominick J. Morreale
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INDEX TO EXHIBITS
Sequentially
Exhibits SEC Ref. No. Description of Exhibit Numbered Pages
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A 5, 23(b) Opinion and consent of Counsel
with respect to the legality of
the issuance of securities being
issued
B 23(a) Consent of Accountant
C 4 Settlement of Fees Agreement
D 99 Section 10(a) Prospectus
E 99 Conflicts Waiver
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