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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 14, 2000
SMARTERKIDS.COM, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-27717 04-3226127
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
15 CRAWFORD STREET, NEEDHAM, MA 02494
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (781) 449-7567
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ITEM 5. OTHER EVENTS
On November 14, 2000, SmarterKids.com, Inc. ("SmarterKids.com"), a Delaware
corporation, entered into a Contribution Agreement and Plan of Reorganization
and Merger (the "Merger Agreement") with Earlychildhood.com, LLC, a California
limited liability company ("Earlychildhood.com"), S-E Educational Holdings
Corp., a newly formed Delaware corporation one-half of the issued and
outstanding capital stock of which is owned by each of Earlychildhood.com and
SmarterKids.com ("Holdings"), and S-E Educational Merger Corp., a Delaware
corporation and wholly-owned subsidiary of Holdings ("Merger Sub").
Pursuant to the Merger Agreement, each of Earlychildhood.com and SmarterKids.com
will become wholly-owned subsidiaries of Holdings. Upon completion of the
combination, each issued and outstanding share of common stock of
SmarterKids.com will be converted into the right to receive one newly issued
share of Holdings common stock, and holders of outstanding equity interests of
SmarterKids.com will acquire an aggregate of approximately one-third of the
outstanding common stock of Holdings. In addition, upon completion of the
combination, all of the issued and outstanding equity interests of
Earlychildhood.com will be exchanged for the right to receive newly issued
shares of Holdings common stock, and holders of outstanding equity interests in
Earlychildhood.com will acquire approximately two-thirds of the outstanding
common stock of Holdings. It is anticipated that Holdings will apply for
approval for quotation of its common stock on the Nasdaq National Market, and
that a new market for trading in the newly formed combined company will commence
following the effectiveness of the combination, presently expected in the spring
of 2001. The parties will mutually agree upon a new name for the combined
entity prior to completion of the combination.
Pursuant to the terms of the Merger Agreement, nine people will serve on the
Holdings Board of Directors, four of whom shall be designated by
Earlychildhood.com, two of whom shall be designated by SmarterKids.com, and
three of whom shall be independent directors.
Also on November 14, 2000, holders of approximately 30% of the issued and
outstanding stock of SmarterKids.com entered into an agreement with
Earlychildhood.com pursuant to which such holders agreed, among other things, to
vote their shares in favor of the transaction at a meeting of the
SmarterKids.com stockholders called for such purpose.
Consummation of the transactions contemplated by the Merger Agreement remains
subject to the satisfaction of various conditions, including approval by the
stockholders of SmarterKids.com. In connection with the combination the parties
will file a Registration Statement on Form S-4 and a proxy statement. Provided
the conditions to consummation of the combination are fulfilled and the
requisite order of effectiveness of the Registration Statement on Form S-4 is
received from the Securities and Exchange Commission, SmarterKids.com shall
report the consummation of the combination under Item 2 (Acquisition or
Disposition of Assets) of a Current Report on Form 8-K to be filed at that time.
The required financial statements of Earlychildhood.com and any pro forma
financial information required by Item 7 of a Current Report on Form 8-K will be
filed in such Current Report on Form 8-K, or by an amendment to such Current
Report on Form 8-K not later than 60 days from the date when SmarterKids.com is
required to file a Current Report on Form 8-K reporting the consummation of the
combination.
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A copy of the Merger Agreement and other material transaction documents are
attached as exhibits hereto and are incorporated herein by reference. The
foregoing summary of these documents is qualified in its entirety by reference
to the full text of the exhibits appended hereto.
A press release announcing the execution of the Merger Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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Exhibit Number Description
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2.1 Contribution Agreement and Plan of Reorganization and Merger, dated as of
November 14, 2000, by and among Earlychildhood.com, LLC, SmarterKids.com,
Inc., S-E Educational Holdings Corp. and S-E Educational Merger Corp. (the
"Merger Agreement") (schedules and certain exhibits have been omitted;
SmarterKids.com undertakes to furnish such schedules and exhibits
supplementally to the Commission upon request)
2.2 Stockholder Support Agreement dated as of November 14, 2000 by and among
Earlychildhood.com, LLC, North Bridge Venture Partners III, L.P.,
Commonwealth Capital Ventures II, L.P., David Blohm, Jeff Pucci, Al Noyes,
Bob Cahill, Richard Viard, Richard Secor, Richard D'Amore, Michael
Fitzgerald, Michael Kolowich and Brian Hickey
2.3 Consent and Non-Contravention Agreement dated as of November 14, 2000 by
and among Earlychildhood.com, LLP, SmarterKids.com, Inc., Educational
Simon, LLC, QTL Corporation, Richard A. Phelan, Ronald W. Phelan, Acacia
Capital Partners, LLC, Randy Dean, Dr. Judith Herr and Stephen Kaplan
99.1 Press Release, dated November 15, 2000, announcing the execution of the
Merger Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
SmarterKids.com has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SMARTERKIDS.COM, INC.
Date: November 14, 2000 By: /s/ Bob Cahill
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Name: Bob Cahill
Title: Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit Number Description
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2.1 Contribution Agreement and Plan of Reorganization and Merger, dated as
of November 14, 2000, by and among Earlychildhood.com, LLC,
SmarterKids.com, Inc. S-E Educational Holdings Corp. and S-E
Educational Merger Corp. (the "Merger Agreement")
2.2 Stockholder Support Agreement dated as of November 14, 2000 by and
among Earlychildhood.com, LLC, North Bridge Venture Partners III, L.P.,
Commonwealth Capital Ventures II, L.P., David Blohm, Jeff Pucci, Al
Noyes, Bob Cahill, Richard Viard, Richard Secor, Richard D'Amore,
Michael Fitzgerald, Michael Kolowich and Brian Hickey
2.3 Consent and Non-Contravention Agreement dated as of November 14, 2000
by and among Earlychildhood.com, LLP, SmarterKids.com, Educational
Simon, LLC, QTL Corporation, Richard A. Phelan, Ronald W. Phelan,
Acacia Capital Partners, LLC, Randy Dean, Dr. Judith Herr and Stephen
Kaplan
99.1 Press Release, dated November 15, 2000, announcing the execution of the
Merger Agreement.
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