As filed with the Securities and Exchange Commission on January 15, 1998
Registration No. 33-52588
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITMAN EDUCATION GROUP, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 22-2246554
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard
Miami, FL 33137-3227
(305) 575-6510
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(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
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1986 DIRECTORS AND CONSULTANTS 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
Miami, FL 33137-3227
(305) 575-6538
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
WHITMAN EDUCATION GROUP, INC.
On October 28, 1997, Whitman Education Group, Inc. was reincorporated from
a New Jersey corporation to a Florida corporation. This post-effective amendment
is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Act"), so that Whitman Education Group, Inc., a Florida corporation, may
expressly adopt this Registration Statement of Whitman Education Group, Inc., a
New Jersey corporation, its predecessor, as its own registration statement for
all purposes of the Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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
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.
<PAGE>
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.
ITEM 8. EXHIBITS.
The following exhibits are either filed herewith or have been previously
filed as indicated below:
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
5.1 Opinion of Stearns Weaver Miller Filed herewith.
Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP Previously filed.
23.2 Consent of Stearns Weaver Miller Filed herewith.
Weissler Alhadeff & Sitterson, P.A.
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.
<PAGE>
24.4 Power of Attorney of Lois F. Lipsett Filed herewith.
24.5 Power of Attorney of Richard M. Krasno Filed herewith.
24.6 Power of Attorney of Percy A. Pierre Filed herewith.
24.7 Power of Attorney of Neil Flanzraich Filed herewith.
EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 - BROWARD (954) 463-5440
FAX (305) 789-3395
January 15, 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.
Amendment No.1 to 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 examined and
are familiar with 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 September 28, 1992, as amended
on January 15, 1998, relating to 350,000 shares of the Corporation's common
stock, no par value (the "Common Stock"), issuable by the Corporation pursuant
to its 1986 Directors and Consultants Stock Option Plan (the "Plan"), and (2)
the Prospectus (the "Prospectus") relating to the Registration Statement,
providing, among other things, information concerning the 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
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.
<PAGE>
Mr. Richard Salzman
January 15, 1998
Page 2
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 Plan, against payment
of adequate consideration therefor to the Corporation in accordance with the
terms of the 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.
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STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.2
CONSENT OF COUNSEL
We hereby consent to the use of our opinion included herein as an Exhibit
to the Amendment No.1 to the Registration Statement on Form S-8 of Whitman
Education Group, Inc. dated January 15, 1998 and to any references to this firm
in such Amendment and the documents incorporated therein by reference.
/S/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
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STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
Miami, Florida
January 15, 1998
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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ____________________, 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/
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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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ___________________, 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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ____________________, 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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ____________________, 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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ________________, 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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ________________, 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, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my stead, in any
and all capacities, to sign this Amendment to 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 ________________, 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:
