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EXHIBIT 99.5
[LOGO OF SMARTERKIDS.COM, INC.]
SMARTERKIDS.COM, INC.
15 Crawford Street
Needham, Massachusetts 02494
Notice of Special Meeting of SmarterKids.com Stockholders
, 2001 at 10:00 a.m.
To the stockholders of SmarterKids.com, Inc.:
Notice is hereby given that a special meeting of stockholders of
SmarterKids.com, Inc. will be held on , 2001 at 10:00 a.m., local time,
at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, High Street
Tower, 22nd Floor, Boston, Massachusetts for the following purposes:
1. To consider and vote upon a proposal to approve and adopt the
Contribution Agreement and Plan of Reorganization and Merger by and
among Earlychildhood, SmarterKids.com, LearningStar and S-E Educational
Merger Corp. pursuant to which, among other things, the combination of
SmarterKids.com and Earlychildhood will be effected by:
. the contribution to LearningStar by the holders of all of
Earlychildhood's outstanding membership interests of their entire
ownership interest in Earlychildhood such that Earlychildhood will
become a wholly-owned subsidiary of LearningStar, and the holders of
Earlychildhood membership interests and options therefor will be
entitled to receive an aggregate of 46,388,575 shares of
LearningStar common stock; and
. the merger of S-E Educational Merger Corp. with and into
SmarterKids.com such that SmarterKids.com will become a wholly-owned
subsidiary of LearningStar and each issued and outstanding share of
SmarterKids.com common stock will be converted into the right to
receive one share of LearningStar common stock.
2. To transact any other business as may properly come before the special
meeting or any adjournment or postponement of the special meeting.
The SmarterKids.com board of directors has unanimously determined that the
combination of SmarterKids.com and Earlychildhood is advisable and in the best
interests of its stockholders. The SmarterKids.com board of directors has
unanimously approved the combination agreement and the combination and
unanimously recommends that you vote FOR approval and adoption of the
combination agreement and the transactions contemplated thereby. We have
described the proposed combination in more detail in the attached proxy
statement-prospectus, which you should read in its entirety before voting. A
copy of the combination agreement is attached as Annex A to the proxy
statement-prospectus.
Only holders of record of SmarterKids.com common stock at the close of
business on , 2001, the record date for the special meeting, are entitled
to notice of, and to vote at, the special meeting and any adjournments or
postponements of the special meeting. On the record date there were
outstanding shares of SmarterKids.com common stock.
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SmarterKids.com is a Delaware corporation. Under Delaware law, the
affirmative vote of a majority of the shares of SmarterKids.com common stock
outstanding on the record date is required to approve and adopt the combination
agreement and the transactions contemplated thereby. Your vote is very
important, regardless of the number of shares you own. Please vote as soon as
possible to make sure that your shares are represented at the special meeting.
To vote your shares, you may complete and return the enclosed proxy card. If you
are a holder of record, you may also cast your vote in person at the special
meeting. If you do not vote, it will have the effect of a vote against approval
and adoption of the combination agreement and the transactions contemplated
thereby. If your shares are held in an account at a brokerage firm or bank, you
must instruct it how to vote your shares. If you do not instruct your broker or
bank on how to vote, it will have the same effect as voting against approval and
adoption of the combination agreement and the transactions contemplated thereby.
By order of the Board of Directors
of SmarterKids.com, Inc.
David Blohm
Corporate Secretary
Needham, Massachusetts
, 2001
