SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
WHITMAN EDUCATION GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW JERSEY 22-2246554
- ------------------------------------------------------------------------------
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
4400 BISCAYNE BOULEVARD, 6TH FLOOR, MIAMI, FLORIDA 33137
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(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
- ------------------------------------------------------------------------------
(Full Title of the Plan)
RICHARD B. SALZMAN
VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
WHITMAN EDUCATION GROUP, INC.
4400 BISCAYNE BOULEVARD, 6TH FLOOR
MIAMI, FLORIDA 33137
TELEPHONE NO.: (305) 575-6538
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
==============================================================================
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $ 8.00 12,000,000 $3,636.36
no par value Shares(2)
==============================================================================
</TABLE>
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- -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities act of 1933, based upon
the average of the high and low price of such Common Stock on November 8,
1996 on the American Stock Exchange.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as
a result of the stock splits, stock dividends, recapitalizations,
mergers, reorganizations, combinations or exchange of shares or other
similar events.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "SEC").
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Whitman Education Group, Inc., a
New Jersey corporation (the "Registrant") with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996.
(2) The Registrant's current report on Form 8-K, dated April 11,
1996.
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(3) The Registrant's current report on Form 8-KA, dated May 13,
1996.
(4) The Registrant's quarterly report on Form 10-Q, dated August 14,
1996, for the quarter ended June 30, 1996.
(5) The description of the Registrant's Common Stock contained in
the Registrant's registration statement (No. 33-64153) on Form S-4 dated
November 13, 1995, effective on February 14, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment to the Registration Statement on Form S-8 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of Title 14A of the New Jersey Statutes permits the
indemnification of "corporate agents" which means any person who is or was a
director, officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as much at the
request of the Company, or of any constituent corporation, and the legal
representative of any such director, officer, trustee, employee or agent,
against his expenses and liabilities in connection with any proceeding involving
the corporate agent by reason of his being or having been such a corporate agent
if:
(a) such corporate agent acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company; and
(b) with respect to any criminal proceeding, such corporate
agent had no reasonable cause to believe his conduct was unlawful.
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The Company's by-laws, as amended, provide that any corporate agent
(as defined above) shall be indemnified to the fullest extent permitted or
mandated by N.J.S.A. Section 14A:3-5 and shall be further indemnified to the
fullest extent permitted or mandated by any amendment of such statute without
further alteration or amendment of the Company's By-Laws.
In addition, New Jersey corporate law permits the Company to
purchase and maintain, and the Company has purchased and maintains, insurance on
behalf of each of the Company's corporate agents against any expenses incurred
in any proceeding and any liabilities asserted against him by reason of his
being or having been a corporate agent, whether or not the Company would have
the power to indemnify such corporate agent.
The Company's Certificate of Incorporation provides as follows:
"7. The Directors of the Corporation shall not be personally
liable to the Corporation or its Shareholders for damages for breach
of any duty owed to the Corporation or its Shareholders.
Notwithstanding the foregoing, a Director shall not be relieved from
liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Corporation or its
Shareholders, (b) not in good faith or involving a knowing violation
of law, or (c) resulting in the receipt by such person of an
improper personal benefit."
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
4.1 Certificate of Incorporation, Incorporated by reference to
as amended Whitman's Form 8-K dated April 11,
1996.
4.2 By-Laws, as amended Incorporated by reference to
Whitman's Form 10-K dated June 28,
1996.
5 Opinion regarding legality Filed herewith.
</TABLE>
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23.1 Consent of Ernst & Young LLP Filed herewith.
23.2 Consent of Stockman Kast Ryan Filed herewith.
& Scrugg, P.C.
24.1 Power of Attorney of Phillip Filed herewith.
Frost, M.D.
24.2 Power of Attorney of Richard Filed herewith.
C. Pfenniger
24.3 Power of Attorney of Jack R. Filed herewith.
Borsting
24.4 Power of Attorney of Peter S. Filed herewith.
Knight
24.5 Power of Attorney of Richard Filed herewith.
M. Krasno
24.6 Power of Attorney of Lois F. Filed herewith.
Lipsett
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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic report filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement
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<PAGE>
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 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 the
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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<PAGE>
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, at Miami, Dade County, Florida on November ______, 1996.
WHITMAN EDUCATION GROUP, INC.
By: /s/ RANDY S. PROTO
-------------------------
RANDY S. PROTO, PRESIDENT
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ RANDY S. PROTO
- -------------------------------- President November 13, 1996
Randy S. Proto
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ FERNANDO L. FERNANDEZ
- -------------------------------- VP-Finance and November 13, 1996
Fernando L. Fernandez Chief Financial Officer
DIRECTORS:
/s/ PHILLIP FROST, M.D.* Director November 13, 1996
- --------------------------------
Phillip Frost, M.D.
/s/ RICHARD C. PFENNIGER, JR.* Director November 13, 1996
- --------------------------------
Richard C. Pfenniger
/s/ JACK R. BORSTING* Director November 13, 1996
- --------------------------------
Jack R. Borsting
/s/ PETER S. KNIGHT* Director November 13, 1996
- --------------------------------
Peter S. Knight
/s/ LOIS F. LIPSETT* Director November 13, 1996
- --------------------------------
Lois F. Lipsett
/s/ RICHARD M. KRASNO* Director November 13, 1996
- --------------------------------
Richard M. Krasno
*By:/s/ RANDY S. PROTO
---------------------------
Attorney-in-Fact
II-7
EXHIBIT 5
November 12, 1996
Whitman Education Group, Inc.
4400 Biscayne Boulevard, 6th Floor
Miami, Florida 33137
Re: Whitman Education Group, Inc. (the "Company")-Form S-8 Registration
Statement
Dear Ladies and Gentlemen:
The undersigned is Vice President - Legal Affairs and General Counsel of
Whitman Education Group, Inc., a New Jersey coporation, and is therefore
familiar with the books and records of the Corporation. The undersigned has
participated in the registration of 1,500,000 shares of the Company's common
stock, no par value, on Form S-8 (the "Registration Statement") to be offered
pursuant to the terms of the Whitman Education Group, Inc. 1996 Stock Option
Plan (the "1996 Plan").
Based upon and subject to the foregoing, I am of the opinion that the
shares, when issued and delivered pursuant to the terms of the 1996 Plan, will
be validly issued, fully paid and non-assessable.
Very truly yours,
/s/_____________________________
RICHARD B. SALZMAN
Vice President - Legal Affairs and General Counsel
RBS/nca
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Whitman Education Group, Inc. 1996 Stock Option Plan, of
our report dated June 12, 1996, except for the sixth paragraph of Note 2, as to
which the date is June 24, 1996, with respect to the consolidated financial
statements of Whitman Education Group, Inc. included in its Annual Report (Form
10-K) for the year ended March 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG, LLP
November 8, 1996
Miami, Florida
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report relating to the consolidated financial statements of
M.D.J.B., Inc. and Subsidiary, dated February 6, 1996 and March 29, 1996
included as an Exhibit to the Form 10-K of Whitman Education Group, Inc. for the
year ended March 31, 1996
/S/
STOCKMAN KAST RYAN & SCRUGG, P.C.
COLORADO SPRINGS, COLORADO
November 7, 1996
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ PHILLIP FROST, M.D.
-----------------------------
PHILLIP FROST, M.D.
STATE OF FLORIDA )
) SS
COUNTY OF DADE )
The foregoing instrument was acknowledged before me in Dade County,
Florida, this _____ day of ____________________, 1996, by PHILLIP FROST, M.D.,
who is personally known to me or who has produced ________________ driver's
license (number __________________) as identification and who did take an oath.
Notary Public:_____________________________
State of Florida at Large
Print Name: _______________________________
My Commission Expires: ____________________
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ RICHARD C. PFENNIGER, JR.
--------------------------------
RICHARD C. PFENNIGER, JR.
STATE OF FLORIDA )
) SS
COUNTY OF DADE )
The foregoing instrument was acknowledged before me in Dade County,
Florida, this _____ day of ____________________, 1996, by RICHARD C. PFENNIGER,
JR., who is personally known to me or who has produced ________________ driver's
license (number __________________) as identification and who did take an oath.
Notary Public:_____________________________
State of Florida at Large
Print Name:________________________________
My Commission Expires:_____________________
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ JACK R. BORSTING
----------------------------------
JACK R. BORSTING
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of ____________________, 1996, by JACK R. BORSTING,
who is personally known to me or who has produced ________________ driver's
license (number __________________) as identification and who did take an oath.
Notary Public:_____________________________
State of ____________ at Large
Print Name:________________________________
My Commission Expires:_____________________
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ PETER S. KNIGHT
-----------------------------
PETER S. KNIGHT
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of ____________________, 1996, by PETER S. KNIGHT,
who is personally known to me or who has produced ________________ driver's
license (number __________________) as identification and who did take an oath.
Notary Public:______________________________
State of ____________ at Large
Print Name:_________________________________
My Commission Expires:______________________
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ RICHARD M. KRASNO
------------------------------
RICHARD M. KRASNO
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of ________________, 1996, by RICHARD M. KRASNO, who
is personally known to me or who has produced _______________ driver's license
(number __________________) as identification and who did take an oath.
Notary Public:_____________________________
State of ____________ at Large
Print Name:________________________________
My Commission Expires:_____________________
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Randy S. Proto
and Fernando L. Fernandez and each of them with full power to each of them to
act alone, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and all documents or
amendments relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Commission, granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ LOIS F. LIPSETT
----------------------------------
LOIS F. LIPSETT
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of ____________________, 1996, by LOIS F. LIPSETT,
who is personally known to me or who has produced ________________ driver's
license (number __________________) as identification and who did take an oath.
Notary Public:_____________________________
State of ____________ at Large
Print Name:________________________________
My Commission Expires:_____________________
