AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1998
REGISTRATION NO. 333 -
-----------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
4400 Biscayne Boulevard
Miami, Florida 33137-3227
(305) 565-6510
---------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
---------------
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, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
<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, 1,000,000 $3.84 3,840,000 $1,067.52
no par value Shares(2)
- ----------------------------------------------------------------------------------------------
<FN>
- -----------------
(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 16, 1998 on
the American Stock Exchange.
(2) This Registration Statement also relates to such indeterminate number
of additional Common Shares of the Registrant as may be issuable as a result of
the stock splits, stock dividends, recapitalization, mergers, reorganizations,
combinations or exchange of shares or other similar events.
</FN>
</TABLE>
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF FORM S-8 REGISTRATION STATEMENT
The contents of the Registration statement on Form S-8 (No. 333-16007)
filed by Whitman Education Group, Inc. (the "Company") with the Securities and
Exchange Commission, dated January 15, 1998, with respect to the registration of
shares of the Company's common stock, no par value, issuable pursuant to the
1996 Whitman Education Group, Inc. Stock Option Plan, are incorporated herein by
this reference.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------ --------------------------------------- --------------------
5 Opinion regarding legality Filed herewith.
23.1 Consent of Ernst & Young LLP Filed herewith.
24.1 Power of Attorney of Phillip Frost, M.D. Filed herewith.
24.2 Power of Attorney of Jack R. Borsting Filed herewith.
24.3 Power of Attorney of Peter S. Knight Filed herewith.
24.4 Power of Attorney of Richard M. Krasno Filed herewith.
24.5 Power of Attorney of Lois F. Lipsett Filed herewith.
24.6 Power of Attorney Percy A. Pierre Filed herewith.
24.7 Power of Attorney of Neil Flanzraich Filed herewith.
24.8 Power of Attorney A. Marvin Strait Filed herewith.
II-2
<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 16, 1998.
WHITMAN EDUCATION GROUP, INC.
By: /S/ RICHARD C. PFENNIGER, JR.
------------------------------------
RICHARD C. PFENNIGER, JR.
CHIEF EXECUTIVE OFFICER
II-3
<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:
RICHARD C. PFENNIGER, JR.
- ----------------------------- Chief Executive Officer November 16, 1998
RICHARD C. PFENNIGER, JR.
/S/ FERNANDO L. FERNANDEZ
- ----------------------------- VP-Finance and November 16, 1998
FERNANDO L. FERNANDEZ Chief Financial Officer
DIRECTORS:
/S/ PHILLIP FROST, M.D.* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
PHILLIP FROST, M.D.
/S/ RICHARD C. PFENNIGER, JR.* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
RICHARD C. PFENNIGER
/S/ JACK R. BORSTING* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
JACK R. BORSTING
/S/ PETER S. KNIGHT* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
PETER S. KNIGHT
/S/ LOIS F. LIPSETT* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
LOIS F. LIPSETT
/S/ RICHARD M. KRASNO* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
RICHARD M. KRASNO
/S/ NEIL FLANZRAICH* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
NEIL FLANZRAICH
/S/ PERCY A. PIERRE* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
PERCY A. PIERRE
/S/ A. MARVIN STRAIT* DIRECTOR NOVEMBER 16, 1998
- ---------------------------------
A. MARVIN STRAIT
II-4
<PAGE>
*BY: /S/ RICHARD C. PFENNIGER, JR.
--------------------------------
ATTORNEY-IN-FACT
II-5
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
November 16, 1998
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
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
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 November 13, 1996, as amended, on January 15, 1998,
relating to 1,500,000 shares of the Corporation's common stock, no par value
(the "Common Stock"), issuable by the Corporation pursuant to its 1996 Stock
Option Plan (the "Plan"), and (2) the Prospectus (the "Prospectus") relating to
the Registration Statement, providing, among other things, information
concerning the Plan.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
<PAGE>
Mr. Richard B. Salzman
November 16, 1998
Page 2
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; (iii) the accuracy, truthfulness and
completeness of all factual information supplied to us; and (iii) the
genuineness of all signatures. In addition, as to questions of fact material to
the opinions 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 Agreement, against payment of
adequate consideration therefor to the Corporation in accordance with the terms
of the Agreement, the Common Stock will be validly issued, fully paid and
non-assessable.
We hereby also consent to the use of our opinion included herein as an
Exhibit to the Registration Statement and to any references to this firm in such
Registration Statement and the documents incorporated therein by reference.
Very truly yours,
/S/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
---------------------------------------
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
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 1996 Stock Option Plan of Whitman Education
Group, Inc. of our report dated May 1, 1998 (except for the 6th paragraph of
note 8, as to which the date is May 29, 1998), with respect to the consolidated
financial statements of Whitman Education Group, Inc. included in this Annual
Report (Form 10-K) for the year ended March 31, 1998, filed with the Securities
and Exchange Commission.
/S/ ERNST & YOUNG LLP
November 13, 1998
Miami, Florida
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN 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 MIAMI-DADE )
The foregoing instrument was acknowledged before me in Miami-Dade County,
Florida, this 16TH day of November, 1998, 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: Carolyn Orr
My Commission Expires: 10/21/2002
Exhibit 24.2
POWER OF ATTORNEY
KNOWN 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 MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by JACK R. BORSTING, who is personally
known to me or who has produced California driver's license (number J0518671) as
identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
Exhibit 24.3
POWER OF ATTORNEY
KNOWN 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 MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by PETER S. KNIGHT, who is personally
known to me or who has produced District of Columbia driver's license (number
034406403) as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
Exhibit 24.4
POWER OF ATTORNEY
KNOWN 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 MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by LOIS F. LIPSETT, who is personally
known to me or who has produced District of Columbia driver's license (number
579423985) as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
Exhibit 24.5
POWER OF ATTORNEY
KNOWN 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 MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by RICHARD M. KRASNO, who is
personally known to me or who has produced California driver's license (number
B9143294) as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
Exhibit 24.6
POWER OF ATTORNEY
KNOWN 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 MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by PERCY A. PIERRE, who is personally
known to me or who has produced Michigan driver's license (number P600680067010)
as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
Exhibit 24.7
POWER OF ATTORNEY
KNOWN 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 FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me in Miami-Dade County,
Florida, this 6th day of November, 1998, 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 Florida at Large
Print Name: Carolyn Orr
My Commission Expires: 10-21-2002
Exhibit 24.8
POWER OF ATTORNEY
KNOWN 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/ A. MARVIN STRAIT
----------------------------------
A. MARVIN STRAIT
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
The foregoing instrument was acknowledged before me in St. Louis County,
Missouri, this 6th day of November, 1998, by A. MARMVIN STRAIT, who is
personally known to me or who has produced Colorado driver's license (number
92-224-9299) as identification and who did take an oath.
Notary Public: /S/
-------------------------------
State of Missouri at Large
Print Name: Paula L. Doyle
My Commission Expires: 12/11/2000
