<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(3)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EDUCATIONAL DEVELOPMENT CORPORATION
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(Name of Registrant as Specified In Its Charter)
EDUCATIONAL DEVELOPMENT CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B
TULSA, OKLAHOMA 74146-6515
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MARCH 13, 1996
TO THE SHAREHOLDERS OF
EDUCATIONAL DEVELOPMENT CORPORATION:
A Special Meeting of Shareholders of Educational Development Corporation, a
Delaware Corporation ("EDC" or the "Company"), will be held March 13, 1996, at
2:00 P.M., at the Company's headquarters located at 10302 East 55th Place, Suite
B, Tulsa, Oklahoma, for the following purposes:
1. To consider and vote upon a proposal to approve an amendment to the
Corporation's Restated Certificate of Incorporation increasing the number of
authorized shares of Common Stock, par value $.20 per share, from 3,000,000 to
6,000,000.
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only shareholders of record at the close of business on February 5, 1996 are
entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, you are requested to sign and return the enclosed proxy as
promptly as possible in the enclosed postage paid envelope. You may revoke your
Proxy at any time before it is exercised at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RANDALL W. WHITE
RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND PRESIDENT
TULSA, OKLAHOMA
FEBRUARY 12, 1996
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B
TULSA, OKLAHOMA 74146-6515
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the management of EDUCATIONAL DEVELOPMENT CORPORATION, a Delaware
corporation (the "Company" or "EDC"), for use at a Special Meeting of
Shareholders of the Company to be held at the Company's headquarters located at
10302 East 55th Place, Suite B, Tulsa, Oklahoma 74146-6515, on Wednesday,
March 13, 1996, commencing at 2:00 P.M., and at all continuations and
adjournments thereof. This Proxy Statement and accompanying form of Proxy are
first being mailed to shareholders on or about February 12, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's $.20 par value common stock is the only class of capital stock
authorized by its Amended and Restated Certificate of Incorporation. The number
of shares which may be voted at the meeting or any adjournment thereof is
2,258,247 shares, which was the number outstanding as of February 5, 1996, the
record date. Each shareholder is entitled to one vote for each share held. The
presence in person or by proxy of the holders of a majority of the shares issued
and outstanding at the meeting will constitute a quorum for the transaction of
business. Votes will be tabulated by an inspector of election appointed by the
Board of Directors of the Company.
As of February 5, 1996, the following were the only persons known to
management of the Company to be beneficial owners of more than five percent of
the Company's outstanding common stock. Unless otherwise noted, the persons
named below have sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS (1)
<S> <C> <C>
Randall W. White
10385 South 76th E. Ave.
Tulsa, Oklahoma 74133 400,342 (2) 15.5%
Robert D. Berryhill
P.O. Box 740125
Tulsa, Oklahoma 74147-0125 181,000 (3) 7.9%
</TABLE>
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired pursuant
to currently exercisable stock options, however, shares which may be
acquired by such person pursuant to currently exercisable stock options are
not deemed outstanding for purposes of computing the Percent of Class of
shares beneficially owned by any other person.
(2) Includes 305,000 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(3) Includes 10,000 shares as to which Mr. Berryhill has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
1
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As of February 5, 1996, the directors and the executive officers of the
Company as a group were the beneficial owners of the following amount of shares
of common stock of the Company. Unless otherwise noted, the persons named below
have sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
NAMES OF DIRECTORS AND AMOUNT OF BENEFICIAL PERCENT OF
IDENTITY OF GROUP OWNERSHIP CLASS (1)
<S> <C> <C>
G. Dean Cosgrove 10,000(2) .4%
John M. Lare 10,200 .4%
James F. Lewis 35,000 1.5%
Robert D. Berryhill 181,000(2) 7.9%
Randall W. White 400,342(3) 15.5%
All directors and executive officers 732,073(4) 27.3%
as a group (7 persons)
</TABLE>
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired by such
person or group pursuant to currently exercisable stock options, however,
shares which may be acquired by such person or group pursuant to currently
exercisable stock options are not deemed outstanding for purposes of
computing the Percent of Class for shares beneficially owned by any other
person or group.
(2) Includes 10,000 option shares as to which Mr. Cosgrove and Mr.
Berryhill each has the right to acquire beneficial ownership through the
exercise of currently exercisable stock options.
(3) Includes 305,000 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(4) Includes 395,000 shares as to which all directors and executive officers
have the right to acquire beneficial ownership through the exercise of
currently exercisable stock options.
APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED
COMMON STOCK OF THE CORPORATION
The Board of Directors (the "Board") is requesting stockholder approval of an
amendment (the "Amendment") to the Company's Restated Certificate of
Incorporation (the "Certificate") to provide for an increase in the number of
shares of Common Stock authorized for issuance from Three Million (3,000,000) to
Six Million (6,000,000). The Board authorized the Amendment to the Certificate
to increase the authorized shares of Common Stock, $.20 par value, by Three
Million (3,000,000) shares on December 20, 1995.
PURPOSE AND EFFECT OF AMENDMENT
On December 20, 1995 the Board adopted a resolution declaring a two-for-one
stock split on the Company's outstanding Common Stock. This two-for-one split is
to be effected in the form of a one hundred percent stock dividend (the "Stock
Split"). The Company currently does not have a sufficient number of authorized
shares of Common Stock to permit the Stock Split and therefore such split is
contingent upon stockholder approval of this Amendment.
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A description of the common stock is as follows: All the shares are of one
class. There is no preferred stock. The common stock has no redemption,
conversion, sinking fund provisions or other similar rights. Upon liquidation of
the Company, the holders of the common stock are entitled to share ratably in
the net assets of the Company available for distribution. Shares of common stock
now outstanding are fully paid and nonassessable and the shares of common stock
to be issued will be fully paid and nonassessable. Holders of common stock are
entitled to such dividends as may be declared by the Board of Directors from
funds legally available therefor.
Before the Amendment can become effective, shareholders must approve the
Amendment by the affirmative vote of the holders of a majority of the
outstanding Common Stock, with each share being entitled to one vote.
The increase in the authorized Common Stock would permit the Stock Split and
would allow the remaining unissued shares to be used at some future date for
proper corporate purposes without further stockholder action. However, the
Company presently has no plans to issue any shares other than as required for
the Stock Split and as may be required in connection with an employee stock-
based plan. If the Amendment is approved, as of April 1, 1996, the effective
date of the Stock Split, the appropriate adjustments will be made in the number
and price of shares reserved for issuance under an employee stock-based plan.
Assuming stockholder approval of the Amendment, the proposed Stock Split will
be effective as of April 1, 1996. On or about April 20, 1996, a certificate for
the shares represented by the Stock Split will be mailed to each stockholder of
record on April 1, 1996. Certificates representing shares issued prior to the
record date will continue to represent the same number of shares of the
Company's stock as they did prior to the record date and will, upon the
effective date, represent the right to receive a certificate for an equal number
of shares. Stockholders should not destroy their existing certificates and
should not mail them to the Company or its transfer agent. Existing certificates
and the certificates for additional shares that will be mailed to stockholders
will represent the proper number of shares owned after the Stock Split becomes
effective.
The Board of Directors believes that the Stock Split will help to broaden
interest in the Corporation's stock by reducing its market price and increasing
the shares available for trading on the NASDAQ Stock Exchange. The Company
further believes that the Stock Split will be in the best interests of the
Corporation and its shareholders. There is no assurance or prediction of what
affect, if any, this split will have on the market price of the stock.
The Company believes that the Stock Split will not result in any taxable
income or in any gain or loss to stockholders for U.S. federal income tax
purposes. Immediately after the Stock Split, the tax basis of each share of
Common Stock will be one-half of the tax basis before the Stock Split. For tax
purposes, each new share will be deemed to have been acquired at the same time
as the original share with respect to which the new share was issued.
If the shareholders dispose of their shares subsequent to the Stock Split,
they may pay higher brokerage commissions on the same relative interest in the
Corporation because that interest is represented by a greater number of shares.
Since the rate of brokerage commissions may vary, the Corporation is unable to
specify the amount of this increase. Shareholders desiring this information may
wish to consult their brokers to ascertain the brokerage commission that would
be charged for disposing of the greater number of shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
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REVOCABILITY OF PROXY
A shareholder giving a Proxy has the power to revoke it at any time before its
exercise. A Proxy may be revoked by filing with the Secretary of the Company a
written revocation or a duly executed Proxy bearing a later date. A Proxy will
be suspended if the shareholder who executed it is present at the meeting and
elects to vote in person.
SPECIFICATIONS BY SHAREHOLDERS
Properly executed Proxies in the accompanying form which are filed before the
meeting and not revoked will be voted in accordance with the directions and
specifications contained therein.
SOLICITATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of the Company.
The cost of soliciting these Proxies will be borne by the Company. In addition
to solicitation by mail, the Company may make arrangements with brokerage houses
and other custodians, nominees and fiduciaries to forward Proxies and proxy
material to their principals and may reimburse them for their expenses in so
doing. Certain officers and employees of the Company may solicit Proxies by
telephone, facsimile or personally from some shareholders whose Proxies are not
promptly received. Such officers and employees will receive no compensation
other than their regular salaries, but they will be reimbursed for any expenses
incurred in making such solicitation.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 annual meeting should be
directed to Randall W. White, President of the Company, at 10302 East 55th
Place, Suite B, Tulsa, Oklahoma 74146-6515, and must be received by the
president on or before March 4, 1996. Any such proposal must comply with the
requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended.
OTHER MATTERS
Management does not intend to present and does not have any reason to believe
that others will present at the special meeting any item of business other than
as stated in the Notice of Special Meeting of Shareholders. If, however, other
matters are properly brought before the meeting, it is the intention of the
persons named as proxies in the accompanying form of Proxy to vote the shares
represented thereby in accordance with their best judgment and discretionary
authority to do so is included in the Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RANDALL W. WHITE
RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND PRESIDENT
TULSA, OKLAHOMA
FEBRUARY 12, 1995
4
<PAGE>
1. UPON THE PROPOSAL: To amend the Corporation's Restated Certificate of
Incorporation increasing the number of authorized
shares of Common Stock, par value $.20 per share, from
3,000,000 to 6,000,000.
FOR the listed AGAINST
proposal the listed
proposal
/ / / /
The foregoing is as set forth in the Notice of said meeting and in the
accompanying Proxy Statement, receipt of which are hereby acknowledged.
THIS PROXY WILL BE VOTED AS INDICATED BY THE SHAREHOLDER(S). IF NO CHOICE IS
INDICATED ON THE ABOVE PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.
The Board of Directors know of no other proposals to come before this meeting.
IF ANY OTHER MATTERS SHOULD BE BROUGHT BEFORE THE MEETING, THE PERSONS NAMED IN
THIS PROXY OR THEIR SUBSTITUTES WILL VOTE THIS PROXY ON SUCH MATTERS IN
ACCORDANCE WITH THEIR BEST JUDGEMENT.
The undersigned hereby revokes any Proxy
heretofore given, and ratifies all that
said Proxies may lawfully do or cause to
be done by virtue hereof.
Dated:
____________________________________, 1996
____________________________________ L.S.
____________________________________ L.S.
IMPORTANT: Please sign exactly as your
name or names appear on this Proxy and
when signing as attorney, executor,
administrator, trustee or guardian, give
your full title as such. If the signatory
is a corporation, sign the full corporate
name by duly authorized officer. If a
partnership please sign in partnership
name by authorized person(s).
PLEASE SIGN THIS SIDE
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B, TULSA, OKLAHOMA 74146
PROXY
THIS PROXY IS BEING SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
SPECIAL MEETING OF SHAREHOLDERS, MARCH 13, 1996
The undersigned hereby appoints Randall W. White and W. Curtis
Fossett, or either or both of them, proxies of the undersigned, with
full power of substitution, to vote all shares of Educational
Development Corporation ("EDC") owned by or standing in the name of the
undersigned, at the Special Meeting of Shareholders of EDC, to be held
at its corporate headquarters located at 10302 East 55th Place, Suite B,
Tulsa, Oklahoma, on March 13, 1996 at 2:00 o'clock P.M., local time, and
at any adjournments.
(Continued on reverse side)
