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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [_]
--------------------------------------------------------------------------------
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SMARTERKIDS.COM, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Filed by SmarterKids.com, Inc.
Pursuant to File 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject: SmarterKids.com, Inc.
Commission File No.
On January 9, 2001, SmarterKids.com, Inc disseminated the following press
release:
PRESS RELEASE
January 9, 2001
SMARTERKIDS.COM, INC. ANNOUNCES FILING OF ITS PRELIMINARY PROXY STATEMENT WITH
THE SECURITIES AND EXCHANGE COMMISSION
(NEEDHAM, MASS.): SmarterKids.com, Inc. announced today that it has filed with
the Securities and Exchange Commission (the "SEC") a preliminary proxy statement
relating to the proposed combination of SmarterKids.com and Earlychildhood LLC
(formerly Earlychildhood.com LLC). The combination agreement between
SmarterKids.com and Earlychildhood LLC was previously announced on November 15,
2000 and a report on Form 8-K with respect to the combination was filed with the
Securities and Exchange Commission on that day. Pursuant to the combination
agreement, and subject to the approval of SmarterKids.com's shareholders at a
Special Meeting of Stockholders to be held in the spring of 2001,
SmarterKids.com and Earlychildhood LLC would each become a wholly-owned
subsidiary of a newly formed holding company called LearningStar Corp.
(previously named S-E Educational Holdings Corp.). The business of LearningStar
would be the combined businesses currently conducted by SmarterKids.com and
Earlychildhood LLC. If the combination agreement is approved by SmarterKids.com
shareholders and certain other conditions to the combination are satisfied, the
equity holders of SmarterKids.com would receive approximately one-third, and the
holders of membership interests and options therefor in Earlychildhood LLC would
receive approximately two-thirds, of the newly issued capital stock of
LearningStar Corp. It is anticipated that LearningStar would apply for listing
on the Nasdaq National Market, and there would be created a public market for
the Common Stock of LearningStar received by shareholders of SmarterKids.com and
members of Earlychildhood LLC pursuant to the combination.
The preliminary proxy statement which SmarterKids.com has filed with the SEC is
preliminary only and has not been reviewed by the SEC. The preliminary proxy
statement and a related Registration Statement on Form S-4 filed by LearningStar
Corp. each contain detailed information about the terms of the proposed
combination and information about both SmarterKids.com and Earlychildhood LLC.
Because Earlychildhood LLC is a privately-held California limited liability
company, information about its financial results of operations and its financial
condition and other material aspects of its business have not previously been
publicly available and may be considered material to investors in
SmarterKids.com.
[End of press release text]
ABOUT SMARTERKIDS.COM
SmarterKids.com, Inc. (Nasdaq:SKDS), a Delaware corporation, is a leading
education store and resource dedicated to helping parents help their children
learn, discover, and grow. The site offers one of the most personalized shopping
experiences, matching a child's learning style and needs with teacher-reviewed
toys, games, books, software, music, and videos. The company features specialty
centers for special needs and gifted children, the Grade Expectations! guide to
education standards, state-specific test information and product recommendations
in the State Test Prep Center, and thousands of educational toys and services
for children ages infant through 15. SmarterKids is headquartered in Needham,
Mass. More information on the company can be found at www.smarterkids.com.
ABOUT EARLYCHILDHOOD
Earlychildhood LLC (ECC) is a fully integrated, multi channel supplier of
educational products, services and information to schools, educational
professionals and parents serving the early childhood and elementary school
communities. Founded in 1985 by Ronald Elliott, Earlychildhood manufactures,
imports and sells company-developed products as part of its diverse mix of
school supplies and educational toys, while also distributing and selling a
carefully selected range of third-party brands such as Crayola(R), Lego(R) and
Elmer's(R). Earlychildhood utilizes multiple sales, marketing and distribution
channels, including:
. catalogs issued under its tradename Discount School Supply, or DSS;
. sales programs conducted through its wholly-owned subsidiary,
Educational Products, Inc., or EPI;
. the Earlychildhood.com website; and
. EARLYCHILDHOOD NEWS, a professional content resource published in
print and online.
All of the foregoing are supported by a national sales force which, as of
December 31, 2000, numbered 93 people. ECC has over 400 employees and is
headquartered in Monterey, CA. For more information, visit ECC's website at
www.earlychildhood.com and EPI's at www.educationalproducts.com.
J.P. Morgan H&Q, a division of Chase Securities, Inc., served as financial
advisor to SmarterKids.com; Thomas Weisel Partners, LLP served as financial
advisor to Earlychildhood.com.
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD-LOOKING STATEMENTS. CERTAIN INFORMATION INCLUDED IN THIS PRESS
RELEASE (AS WELL AS INFORMATION INCLUDED IN ORAL STATEMENTS OR OTHER WRITTEN
STATEMENTS MADE OR TO BE MADE BY SMARTERKIDS.COM) CONTAINS STATEMENTS THAT ARE
FORWARD-LOOKING, INCLUDING STATEMENTS RELATING TO CONSUMMATION OF THE
COMBINATION, FUTURE ANTICIPATED REVENUES OF THE COMBINED COMPANIES, COST SAVINGS
AND OTHER SYNERGIES RESULTING FORM THE COMBINATION, SUCCESS OF CURRENT PRODUCT
OFFERINGS AND OTHER MATTERS. SUCH FORWARD-LOOKING INFORMATION INVOLVES
IMPORTANT RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT ANTICIPATED
RESULTS IN THE FUTURE AND, ACCORDINGLY, SUCH RESULTS MAY DIFFER MATERIALLY FROM
THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY OR ON BEHALF OF
SMARTERKIDS.COM. FOR A DESCRIPTION OF ADDITIONAL RISKS AND UNCERTAINTIES,
PLEASE REFER TO THE SMARTERKIDS.COM FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING ANNUAL AND QUARTERLY REPORTS ON FORMS 10-K AND 10-Q.
CONTACT: Pauline O'Keeffe, Director of Corporate Communications of
SmarterKids.com, Inc., (781) 292-3048.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
The press release is being filed pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12 under the Exchange Act of 1934.
This press release does not constitute an offer of sale of securities.
On January 9, 2001 LearningStar Corp. filed a Registration on Form S-4 and
SmarterKids.com and Earlychildhood LLC filed a Proxy Statement-Prospectus with
the Securities and Exchange Commission on January 9, 2001 in connection with the
combination, and that SmarterKids.com will mail a Proxy Statement-Prospectus to
SmarterKids.com shareholders containing information about the combination.
Investor and securityholders are urged to read the Registration Statement and
the Proxy Statement-Prospectus carefully when they are available. The Proxy
Statement-Prospectus will contain important information about SmarterKids.com,
Earlychildhood.com, the combination, the persons soliciting proxies related to
the combination, their interests in the combination and related matters. After
the Proxy Statement-Prospectus is filed with the Securities and Exchange
Commission, investors and securityholders will be able to obtain free copies of
these documents through the website maintained by the Securities and Exchange
Commission at http://www.sec.gov. Free copies of the Proxy Statement-Prospectus
and other documents may be obtained by SmarterKids.com by directing a request
through the Investor Relations portion of the SmarterKids.com website or by mail
to SmarterKids.com, Inc. 15 Crawford Street, Needham, MA 02179 attention:
Investor Relations telephone (781) 449-7567.
In addition to the LearningStar Corp. Registration Statement and the Proxy
Statement-Prospectus, SmarterKids.com files annual and quarterly reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by
SmarterKids.com at 450 Fifth Street, N.W., Washington, D.C., 20549 or at any of
the Securities and Exchange Commission's other public reference rooms in New
York, New York and Chicago, Illinois. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
INFORMATION CONCERNING PARTICIPANTS
SmarterKids.com, Inc. its officers, directors, employees and agents may be
soliciting proxies from SmarterKids.com stockholders in connection with the
combination. Information concerning the participants in the solicitation has
been set forth in the Proxy Statement-Prospectus filed by SmarterKids.com with
the Securities and Exchange Commission on January 9, 2001. PLEASE READ THE
DEFINITIVE PROXY STATEMENT-PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE COMBINATION.
INFORMATION CONCERNING PERSONS INVOLVED IN THE SOLICITATION
In connection with the proposed combination, SmarterKids.com will solicit
proxies from its stockholders to approve the combination. SmarterKids.com and
certain other persons named below may be deemed to be participants in the
solicitation of proxies of SmarterKids.com stockholders to approve the
combination. The participants in this solicitation may include the directors of
SmarterKids.com (David Blohm, Jeffrey Pucci, Richard D'Amore, Michael
Fitzgerald, Michael Kolowich and Brian Hickey) and the officers of
SmarterKids.com, Inc. (David Blohm, President and Chief Executive Officer; Al
Noyes, Chief Operating Officer; Robert Cahill, Chief Financial Officer and Vice
President of Finance; Richard Viard, Senior Vice President of Product
Development; and Richard Secor, Vice President of MIS and Chief Information
Officer.)
More information about our officers and directors is contained in the
SmarterKids.com Registration Statement on Form S-1 and proxy statement. This
document has been filed with the SEC and is available at the Securities and
Exchange Commission's website, http://www.sec.gov, the SEC's officer and by
contacting the SmarterKids.com investor relations department.
