As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHITMAN EDUCATION GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
--------------
FLORIDA 22-2246554
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard
Miami, FL 33137-3227
(305) 575-6510
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
--------------
EMPLOYEE STOCK PURCHASE PLAN
- --------------------------------------------------------------------------------
(Full title of the Plan)
RICHARD B. SALZMAN
VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
WHITMAN EDUCATION GROUP, INC.
4400 BISCAYNE BOULEVARD
MIAMI, FL 33137-3227
(305) 575-6538
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
=================================================================================================
<S> <C> <C> <C> <C>
Common Stock, no par value 250,000 shares $5.53 $1,382,500 $418.93
=================================================================================================
<FN>
(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the closing
price of the Common Stock of Whitman Education Group, Inc. as reported
on the American Stock Exchange on December 9, 1997.
</FN>
</TABLE>
<PAGE>
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 Florida
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, 1997.
(2) The Registrant's quarterly reports on Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997.
(3) 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 subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment 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 Registration Statement and to be a
part hereof from the date of filing of such documents.
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 607.0831 of the Florida Business Corporation Act (the "Florida
Act") provides that a director is not personally liable for monetary damages to
the corporation or any person for any statement, vote, decision or failure to
act regarding corporate management or policy, by a director, unless: (a) the
director breached or failed to perform his duties as a director; and (b) the
director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a corporation shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the corporation), by reason of the fact
that he is or was a director, officer or employee or agent of the corporation
against liability incurred in connection with such proceeding if he acted in
II-1
<PAGE>
good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 607.0850 also provides that a corporation shall have the power
to indemnify any person, who was or is a party to any proceeding by, or in the
right of, the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Section 607.0850 further provides that such indemnification shall be authorized
if such person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made under this provision in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Section 607.0850
further provides that to the extent that a director, officer, employee or agent
has been successful on the merits or otherwise in defense of any of the
foregoing proceedings, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith. Under Section 607.0850, any indemnification under the
foregoing provisions, unless pursuant to a determination by a court, shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper under the circumstances because he has met the applicable
standard of conduct. Notwithstanding the failure of a corporation to provide
such indemnification, and despite any contrary determination by the corporation
in a specific case, a director, officer, employee or agent of the corporation
who is or was a party to a proceeding may apply for indemnification to the
appropriate court and such court may order indemnification if it determines that
such person is entitled to indemnification under the applicable standard.
Section 607.0850 also provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 607.0850.
The Registrant's bylaws provide that it shall indemnify its officers and
directors and former officers and directors to the full extent permitted by law.
The Registrant has entered into indemnification agreements with each of its
officers and directors. The indemnification agreements generally provide that
the Registrant will pay certain amounts incurred by an officer or director in
connection with any civil or criminal action or proceeding and specifically
including actions by or in the name of the Registrant (derivative suits) where
the individual's involvement is by reason of the fact that he was or is an
officer or director. Under the indemnification agreements, an officer or
director will not receive indemnification if such person is found not to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant. The agreements provide a number
of procedures and presumptions used to determine the officer's or director's
right to indemnification and include a requirement that in order to receive an
advance of expenses, the officer or director must submit an undertaking to repay
any expenses advanced on his behalf that are later determined he was not
entitled to receive.
The Registrant's directors and officers are covered by insurance policies
indemnifying them against certain liabilities, including liabilities under the
federal securities laws (other than liability under Section 16(b) of the
Exchange Act), which might be incurred by them in such capacities.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.2 Consent of Ernst & Young, LLP.
24.1 Power of Attorney of Phillip Frost, M.D.
24.2 Power of Attorney of Jack R. Borsting
24.3 Power of Attorney of Peter S. Knight
24.4 Power of Attorney of Lois F. Lipsett
24.5 Power of Attorney of Richard M. Krasno
24.6 Power of Attorney of Percy A. Pierre
24.7 Power of Attorney of Neil Flanzraich
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 information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
II-3
<PAGE>
(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 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<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, in the City of Miami, State of Florida, on the 12th day of
December, 1997.
WHITMAN EDUCATION GROUP, INC.
BY: /S/ RICHARD C. PFENNIGER, JR.
----------------------------------
RICHARD C. PFENNIGER
CHIEF EXECUTIVE OFFICER
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/ RICHARD C. PFENNIGER, JR. CHIEF EXECUTIVE OFFICER DECEMBER 12, 1997
- --------------------------------
RICHARD C. PFENNIGER, JR.
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/S/ FERNANDO L. FERNANDEZ VP-FINANCE AND DECEMBER 12, 1997
- -------------------------------- CHIEF FINANCIAL OFFICER
FERNANDO L. FERNANDEZ
DIRECTORS:
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
PHILLIP FROST, M.D.
/S/ RICHARD C. PFENNIGER, JR. DIRECTOR DECEMBER 12, 1997
- --------------------------------
RICHARD C. PFENNIGER, JR.
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
JACK R. BORSTING
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
PETER S. KNIGHT
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
LOIS F. LIPSETT
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
RICHARD M. KRASNO
II-5
<PAGE>
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
PERCY A. PIERRE
* DIRECTOR DECEMBER 12, 1997
- --------------------------------
NEIL FLANZRAICH
*BY:/S/ RICHARD C. PFENNIGER, JR.
- ---------------------------------
RICHARD C. PFENNIGER, JR.
ATTORNEY-IN-FACT
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------------------------------------------
5.1 Opinion of Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney of Phillip Frost, M.D.
24.2 Power of Attorney of Jack R. Borsting
24.3 Power of Attorney of Peter S. Knight
24.4 Power of Attorney of Lois F. Lipsett
24.5 Power of Attorney of Richard M. Krasno
24.6 Power of Attorney of Percy A. Pierre
24.7 Power of Attorney of Neil Flanzraich
EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
---------
MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
December 12, 1997
Mr. Richard B. Salzman
Legal Affairs and General Counsel
Whitman Education Group, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
Re: Whitman Education Group, Inc.
Form S-8 for Employee Stock Purchase Plan (the "Purchase Plan")
Dear Mr. Salzman:
As counsel to Whitman Education Group, Inc., a Florida corporation (the
"Corporation"), we have examined the Articles of Incorporation and Bylaws of the
Corporation, as well as such other documents and proceedings as we have
considered necessary for the purposes of this opinion. We have also prepared the
(1) Corporation's Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on December 12, 1997, relating to 250,000
shares of the Corporation's common stock, no par value (the "Common Stock"),
issuable by the Corporation pursuant to its Purchase Plan, and (2) the
Prospectus (the "Prospectus") relating to the Registration Statement, providing,
among other things, information concerning the Purchase Plan.
In rendering this opinion, we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and (iii) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
<PAGE>
Mr. Richard B. Salzman
December 12, 1997
Page 2
expressed herein, we have relied upon such certificates of public
officials, corporate agents and officers of the Corporation and such other
certificates as we deemed relevant.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that following the issuance and
delivery of the Common Stock by the Corporation under the Purchase Plan, against
payment of adequate consideration therefor to the Corporation in accordance with
the terms of the Purchase Plan and Prospectus, the Common Stock will be validly
issued, fully paid and non-assessable.
Very truly yours,
/S/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
-------------------------------------
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
I:\W-RGST\34976\001\OPN-leg.emp
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
<PAGE>
EXHIBIT 23.1
CONSENT OF COUNSEL
We hereby consent to the use of our opinion included herein as an
Exhibit to the Registration Statement on Form S-8 of Whitman Education Group,
Inc. dated December 12, 1997 and to any references to this firm in such
Registration Statement and the documents incorporated therein by reference.
/S/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
-----------------------------------
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
Miami, Florida
December 12, 1997
A:\OPIN.CN2
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the Employee Stock Purchase Plan
of Whitman Education Group, Inc. of our report dated June 6, 1997, 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, 1997
filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
--------------------------------------
ERNST & YOUNG LLP
December 8, 1997
Miami, Florida
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 Richard C.
Pfenniger, Jr. 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 November, 1997, 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: /S/
-------------------------
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 Richard C.
Pfenniger, Jr. 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 November, 1997, 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: /S/
-------------------------------
State of ____________ 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 Richard C.
Pfenniger, Jr. 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 November, 1997, 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: /S/
------------------------------
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 Richard C.
Pfenniger, Jr. 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 November, 1997, 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: /S/
-------------------------------
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 Richard C.
Pfenniger, Jr. 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 November, 1997, 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: /S/
-------------------------------
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 Richard C.
Pfenniger, Jr. 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/ PERCY A. PIERRE
---------------------------------------
PERCY A. PIERRE
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of November, 1997, by PERCY A. PIERRE, who is
personally known to me or who has produced ________________ driver's license
(number __________________) as identification and who did take an oath.
Notary Public: /S/
------------------------------
State of ____________ at Large
Print Name:
My Commission Expires:
EXHIBIT 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned director of WHITMAN
EDUCATION GROUP, INC. hereby generally constitutes and appoints Richard C.
Pfenniger, Jr. 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/ NEIL FLANZRAICH
---------------------------------------
NEIL FLANZRAICH
STATE OF ____________ )
) SS
COUNTY OF __________ )
The foregoing instrument was acknowledged before me in _______ County,
__________, this _____ day of November, 1997, by NEIL FLANZRAICH, who is
personally known to me or who has produced ________________ driver's license
(number __________________) as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of ____________ at Large
Print Name:
My Commission Expires:
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