As filed with the Securities and Exchange Commission on October 22,
1999
Registration No. 333 - _______
- ------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE AMERICAN EDUCATION CORPORATION
- ----------------------------------
(Exact name of registrant as specified in its charter)
Colorado
- --------
(State or other jurisdiction of incorporation or organization)
84-0838184
- ----------
(I.R.S. Employer Identification No.)
7506 North Broadway Extension, Suite 505, Oklahoma City, Oklahoma
73116
- -----------------------------------------------------------------
(Address of principal executive offices)
The American Education Corporation Stock Option Plan for Employees
The American Education Corporation Directors' Stock Option Plan
- ---------------------------------------------------------------
(Full title of plans)
Jeffrey E. Butler
The American Education Corporation
7506 North Broadway Extension, Suite 505
Oklahoma City, Oklahoma 73116
(405) 840-6031
Copy to:
Armand Paliotta, Esq.
Hartzog Conger & Cason
201 Robert S. Kerr, Suite 1600
Oklahoma City, Oklahoma 73102
(405) 235-7000
(Name, address, and telephone number of agent for service)
Calculation of Registration Fee
- ----------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered (1) per share offering price fee
- ---------- -------------- -------------- -------------- -----------
Common Stock, par value $0.025 per share
Issuable 1,030,500 $ 0.73 (2) $752,265(2) $209
pursuant to
options previously
granted under the
Stock Option Plan
for Employees
Issuable 19,500 $ 1.8125(3) $ 35,344(3) $ 10
pursuant to
options to be
granted under the
Stock Option Plan
for Employees
Issuable 30,000 $ 0.73 (4) $ 21,900(4) $ 7
pursuant to
options previously
granted under the
Directors' Stock
Option Plan
Issuable 70,000 $ 1.8125(3) $126,875(3) $ 36
pursuant to
options to be
granted under the
Directors' Stock
Option Plan
(1) For the sole purpose of calculating the registration fee, the
number of shares to be registered under this Registration Statement
has been divided among four subtotals.
(2) Pursuant to Rule 457(h), these prices are calculated based on a
weighted average exercise price of $ 0.73 per share covering
1,030,500 shares subject to stock options previously granted under
the Stock Option Plan for Employees.
(3) Pursuant to Rule 457(h) and Rule 457(c), these prices are
estimated solely for the purpose of calculating the registration fee
and are based upon the average of the bid and asked prices per share
of the Registrant's Common Stock as reported on the over-the-counter
bulletin board as of October 19, 1999.
(4) Pursuant to Rule 457(h), these prices are calculated based on a
weighted average exercise price of $ 0.73 per share covering 30,000
shares subject to stock options previously granted under the
Directors' Stock Option Plan.
- ------------------------------------
EXPLANATORY NOTE
This Registration Statement has been filed by The American Education
Corporation (the "Company") in order to register an aggregate of
1,150,000 shares of Common Stock, as follows: (i) 1,030,500 shares
of Common Stock issuable pursuant to options previously granted
under The American Education Corporation Stock Option Plan for
Employees (the "Stock Option Plan"); (ii) 19,500 shares of Common
Stock issuable pursuant to options to be granted under the Stock
Option Plan; (iii) 30,000 shares of Common Stock issuable pursuant
to options previously granted under The American Education
Corporation Directors' Stock Option Plan (the "Directors' Plan");
and (iv) 70,000 shares of Common Stock issuable pursuant to options
to be granted under the Directors' Plan.
- ------------------------------------------------------
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS IS OMITTED AS
PERMITTED BY S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (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 in this Registration
Statement and to be a part hereof from the date of filing of such document.
(a) the Company's Annual Report on Form 10-KSB (SEC File No. 000-11078)
for the fiscal year ended December 31, 1998;
(b) the Company's Quarterly Reports on Form 10-QSB, filed pursuant to
Section 13 or 15(d) of the Exchange Act, for the quarters ended March 31,
1999 and June 30, 1999;
(c) the Company's amended Current Report on Form 8-K/A dated February 11,
1999, filed pursuant to Section 13 or 15(d) of the Exchange Act; and
(d) the description of the Common Stock contained in the Company's
registration statement filed pursuant to Section 12(b) or (g) of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
For purposes of this Registration Statement, any statement contained
in a document incorporated by or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this
Registration Statement.
Item 4. Description of Securities
No description of the class of securities to be offered is required
under this item because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the securities offered will be passed upon for the
Company by the law firm of Hartzog Conger & Cason, 1600 Bank of
Oklahoma Plaza, 201 Robert S. Kerr Avenue, Oklahoma City, Oklahoma
73102. The firm owns 23,495 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Sections 7-108-402, 7-109-102, 7-109-103, 7-109-104, 7-109-105,
7-109-106, 7-109-107, 7-109-108, 7-109-109 and 7-109-110 of the
Colorado Business Corporation Act provide for indemnification of
directors, officers, employees, fiduciaries and agents of Colorado
corporations such as the Company, subject to certain limitations,
and authorize such corporations to purchase and maintain insurance
on behalf of such persons against any liability incurred in any
such capacity or arising out of their status as such.
The Articles of Incorporation of the Company provide for the
indemnification of former and current directors and officers of the
Company against all expenses actually and necessarily incurred with
respect to any action, suit or proceeding, except in relation to
matters to which any such director or officer or former director or
officer shall be adjudged in such action, suit, or proceeding to be
liable for gross negligence or willful misconduct in the performance
of duty.
The Articles of Incorporation further permit the Company to provide
indeminification under any bylaw agreement, vote of shareholders or
otherwise.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Amended and Restated Articles of Incorporation of the Company
(Exhibit 3.1 of the Current Report on Form 8-K (File No. 000-11078),
filed June 25, 1998) are hereby incorporated by reference.
4.2 Restated Bylaws of the Company are filed herewith.
4.3 Form of Stock Certificate filed herewith.
4.4 Stock Option Plan for Employees (Exhibit "C" to the Company's
Proxy Statement (File No. 000-11078) filed on April 24, 1998) is
hereby incorporated by reference. The First Amendment to the Stock
Option Plan for Employees is filed herewith.
4.5 Directors' Stock Option Plan (Exhibit "B" to the Company's Proxy
Statement (File No. 999-11078) filed on April 24, 1998) is hereby
incorporated by reference. The First Amendment to the Directors'
Stock Option Plan is filed herewith.
5 Opinion of Hartzog Conger & Cason filed herewith.
23.1 Consent of Steakley, Gilbert & Bozalis, P.C. filed herewith.
23.2 Consent of Hartzog Conger & Cason (contained in its opinion
filed as Exhibit 5 hereto).
24.1 Powers of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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) 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 or Form S-8, and
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
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 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 that 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 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all 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
Oklahoma City, State of Oklahoma, on the 22nd day of October, 1999.
THE AMERICAN EDUCATION CORPORATION
By: /s/ Jeffrey E. Butler
Jeffrey E. Butler,
Chief Executive Officer
By: /s/ Neil R. Johnson
Neil R. Johnson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey E. Butler, his or her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact, agent or their
substitutes may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON October 22, 1999.
SIGNATURE TITLE
By: /s/ Jeffrey E. Butler Chief Executive Officer and
Director
By: /s/ Monty C. McCurry Director
By: /s/ Newton W. Fink Director
By: /s/ Stephen E. Prust Director
By: /s/ Geoffrey Glossop Director
EXHIBIT INDEX
- -------------
Exhibit No. Exhibit Description
4.1 Amended and Restated Articles of Incorporation
of the Company.
4.2 Restated Bylaws of the Company.
4.3 Form of Stock Certificate.
4.4 Stock Option Plan for Employees of the Company
and First Amendment thereto.
4.5 Directors' Stock Option Plan of the Company and
First Amendment thereto.
5 Opinion of Hartzog Conger & Cason.
23.1 Consent of Steakley, Gilbert & Bozalis, P.C.
23.2 Consent of Hartzog Conger & Cason (contained in
its opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney (set forth on page II-4).
EXHIBIT 4.2
- -----------
BY-LAWS OF THE AMERICAN EDUCATION CORPORATION
- ---------------------------------------------
ARTICLE I
Offices
1.1 Principal Office: The principal offices of the corporation
shall initially be at Denver, Colorado, but the Board of Directors,
in its discretion, may keep and maintain offices wherever the
business of the corporation may require.
1.2 Registered Office and Agent: The corporation shall have
and continuously maintain in the State of Colorado a registered
office, which may be the same as its principal office, and a
registered agent whose business office is identical with such
registered office. The initial registered office and the initial
registered agent are specified in the Articles of Incorporation.
The corporation may change its registered office or change its
registered agent, or both, upon filing a statement as specified by
law in the office of the Secretary of State of Colorado.
ARTICLE II
Meetings of Shareholders
2.1 Time and Place: Any meeting of the shareholders may be
held at such time and place, within or outside the State of
Colorado, as may be fixed by the Board of Directors or as shall be
specified in the notice of the meeting or waiver of notice of the
meeting.
2.2 Annual Meeting: The annual meeting of the shareholders
shall be held at the principal offices of the corporation at 3:00
clock P.M. on the first Tuesday in February of each year, beginning
in the year 1982, or at such other place or date as the
Board of Directors may determine.
2.3 Special Meetings: Special meetings of the shareholders,
for any purpose or purposes, may be called by the President, the
Board of Directors, or the holders of not less than one tenth of
all of the shares entitled to vote at the meeting.
2.4 Record Date: For the purpose of determining shareholders
entitled to notice of, or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may fix in advance
a date as the record date for any such determination of
shareholders. The record date may not be fixed more than fifty
and, in the case of a meeting of the shareholders, not less than
ten days before the date of the proposed action, except when it is
proposed that the authorized shares be increased, in which case the
record date shall be set not less than thirty days before the date
of such action.
2.5 Voting List: At least ten days before each meeting of
shareholders, the Secretary of the corporation shall make a
complete list of the shareholders entitled to vote at such meeting,
or any adjournment of such meeting, which list shall be arranged in
alphabetical order and shall contain the address of and number of
shares held by each shareholder. This list shall be kept on file
at the principal office of the corporation for a period of ten days
prior to such meeting, shall be produced and kept open at the
meeting, and shall be subject to inspection by any shareholder for
any purpose germane to the meeting during usual business hours of
the corporation and during the whole time of the meeting.
2.6 Notices: Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the
meeting unless it is proposed that the authorized shares be
increased in which case at least thirty days notice shall be given.
Notice shall be given either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation. If delivered personally,
such notice shall be deemed to be delivered when handed to the
shareholder or deposited at his address as it appears on the stock
transfer books of the corporation.
2.7 Quorum: Except as otherwise provided by law, one-third of
the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of the shareholders. If
a quorum shall not be present or represented, the shareholders
present in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting, for a
period not to exceed sixty days at any one adjournment, until the
number of shares required for a quorum shall be present. At any
such adjourned meeting at which a quorum is represented, any
business may be transacted which might have been transacted at the
meeting originally called. The shareholders present or represented
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.
2.8 Voting: Except as otherwise provided by law, all matters
shall be decided by a vote of the majority of the shares represented
at the meeting and entitled to vote on the subject matter. Each
outstanding share shall be entitled to one vote on such matters
submitted to a vote of the shareholders. A shareholder may vote
either in person or by proxy executed in writing by the shareholder
or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of
the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
Voting shall be oral, except as otherwise provided by law, but shall
be by written ballot if such written vote is demanded by any
shareholder present in person or by proxy and entitled to vote.
2.9 Waiver: Whenever law or these by-laws require a notice of
a meeting to be given, a written waiver of notice signed by a
shareholder entitled to notice, whether before, at, or after the
time stated in the notice, shall be equivalent to the giving of
notice. Attendance of a shareholder in person or by proxy at a
meeting constitutes a waiver of notice of a meeting, except where
a shareholder attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
2.10 Action by Shareholders Without a Meeting: Any action
required to or which may be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to such action. Such
consent may be executed in counterparts and shall be effective as
of the date of the last signature thereon.
ARTICLE III
Directors
3.1 Authority of Board of Directors: The business and affairs
of the corporation shall be managed by a Board of Directors which
shall exercise all the powers of the corporation, except as
otherwise provided by Colorado law or the Articles of Incorporation
of the corporation.
3.2 Number: The number of directors of this corporation shall, in
no case, be less than three. Subject to such limitation, the number
of directors shall be fixed by resolution of the Board of Directors,
and may be increased or decreased by resolution of the Board of
Directors, but no decrease shall have the effect of shortening the
term of any incumbent director.
3.3 Qualification: Directors shall be natural persons at the
age of eighteen years or older, but need not be residents of the
State of Colorado or shareholders of the corporation.
3.4 Election: The Board of Directors shall be elected at the
annual meeting of the shareholders or at a special meeting called
for that purpose.
3.5 Term: Each director shall be elected to hold office until
the next annual meeting of shareholders and until his successor
shall have been elected and qualified.
3.6 Removal and Resignation: Any director may be removed at
a meeting expressly called for that purpose, with or without cause,
by a vote of the holders of the majority of shares entitled to vote
at an election of directors. Any director may resign at any time
by giving written notice to the President or to the Secretary, and
acceptance of such resignation shall not be necessary to make it
effective unless the notice so provides.
3.7 Vacancies: Any vacancy occurring on the Board of Directors
and any directorship to be filled by reason of an increase in the
size of the Board of Directors shall be filled by the affirmative
vote of a majority, though less than a quorum, of the remaining
directors. A director elected to fill a vacancy shall hold office
during the unexpired term of his predecessor in office. A director
elected to fill a position resulting from an increase in the Board
of Directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and
qualified.
3.8 Meetings: A regular meeting of the Board of Directors
shall be held immediately after, and at the same place as, the
annual meeting of shareholders. No notice of this meeting of the
Board of Directors need be given. The Board of Directors, or any
committee designated by the Board of Directors, may, by resolution,
establish a time and place for additional regular meetings which
may thereafter be held without further notice. Special meetings of
the Board of Directors, or any committee designated by the Board of
Directors, may be called by the President or any two members of the
Board of Directors or of such committee.
3.9 Notices: Notice of a special meeting stating the date, hour
and place of such meeting shall be given to each member of the Board
of Directors, or committee of the Board of Directors, by the
Secretary, the President or the members of the Board or such
committee calling the meeting. The notice may be deposited in the
United States mail at least seven days before the meeting addressed
to the director at the last address he has furnished to the
corporation for this purpose, and any notice so mailed shall be
deemed to have been given at the time it is mailed. Notice may
also be given at least two days before the meeting in person, or by
telephone, prepaid telegram, telex, cablegram or radiogram, and
such notice shall be deemed to have been given at the time when the
personal or telephone conversation occurs, or when the telegram,
telex, cablegram or radiogram is either personally delivered to the
director or delivered to the last address of the director furnished
to the corporation by him for this purpose.
3.10 Quorum: Except as provided in Section 3.7 of these by-laws, a
majority of the number of directors fixed in accordance with these
by-laws shall constitute a quorum for the transaction of business at
all meetings of the Board of Directors. The act of a majority of
the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, except as otherwise
specifically required by law.
3.11 Waiver: A written waiver of notice signed by a director
entitled to notice, whether before, at, or after the time stated
therein, shall be equivalent to the giving of notice. Attendance
of a director at a meeting constitutes a waiver of notice of such
meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
3.12 Attendance by Telephone: Members of the Board of Directors or
any committee designated by the Board of Directors may participate
in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.
Such participation shall constitute presence in person at the
meeting.
3.13 Action by Directors Without a Meeting: Any action required to
or which may be taken at a meeting of the Board of Directors,
executive committee, or other committee of the directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, executive
or other committee members entitled to vote with respect to the
proposed action. Such consent may be executed in counterparts and
shall be effective as of the date of the last signature thereon.
ARTICLE IV
Committees
4.1 Executive and Other Committees Authorized: The Board of
Directors, by resolution adopted by a majority of the entire Board
of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the
extent provided in the resolution, shall have all of the authority
of the Board of Directors. The Board of Directors may provide by
resolution such powers, limitations and procedures for such
committees as the Board deems advisable. However, no such
executive or other committee shall have the authority of the Board
of Directors in reference to amending the Articles of Incorporation,
adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease, exchange, or other disposition of all
or substantially all of the property and assets of the corporation
otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending these by-laws.
ARTICLE V
Officers
5.1 Number and Election: The officers of the corporation shall be
a President, a Secretary and a Treasurer, who shall be elected by
the Board of Directors. In addition, the Board of Directors may
elect one or more Vice Presidents and the Board of Directors or the
President may appoint one or more Assistant Secretaries or Assistant
Treasurers, and such other subordinate officers as he shall deem
necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the President. Any two or more offices may be
held by the same person, except the offices of President and
Secretary. The officers of the corporation shall be natural person
of the age of eighteen years or older.
5.2 President: The President shall be the Chief Executive
Officer of the corporation and shall preside at all meetings of
shareholders and of the Board of Directors. Subject to the
direction and control of the Board of Directors, he shall have
general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He may execute contracts, deeds
and other instruments on behalf of the corporation as is necessary
and appropriate. He shall perform such additional functions and
duties as are appropriate and customary for the office of the
President and as the Board of Directors may prescribe from time to
time.
5.3 Vice President: The Vice President, or, if there shall be
more than one, the Vice Presidents in the order determined by the
Board of Directors, shall be the officer(s) next in seniority after
the President. Each Vice President shall also perform such duties
and exercise such powers as are appropriate and as are prescribed
by the Board of Directors or President. Upon the death, absence or
disability of the President, the Vice President, or, if there shall
be more than one, the Vice Presidents in the order determined by
the Board of Directors, shall perform the duties and exercise the
powers of the President.
5.4 Secretary: The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of
the Board of Directors, keep the minutes of such meetings, have
charge of the corporate seal and stock records, be responsible for
the maintenance of all corporate records and files and the
preparation and filing of reports to governmental agencies,
other than tax returns, have authority to affix the corporate seal
to any instrument requiring it (and, when so affixed, it may be
attested by his signature), and perform such other functions and
duties as are appropriate and customary for the office of Secretary
as the Board of Directors or the President may prescribe from time
to time.
5.5 Assistant Secretary: The Assistant Secretary, or, if there
shall be more than one, the Assistant Secretaries in the order
determined by the Board of Directors or the President, shall,
in the death, absence or disability of the Secretary or in case
such duties are specifically delegated to him by the Board of
Directors, President or Secretary, perform the duties and exercise
the powers of the Secretary and shall, under the supervision of the
Secretary, perform such other duties and have such other powers as
may be prescribed from time to time by the Board of Directors or
the President.
5.6 Treasurer: The Treasurer shall have control of the funds
and the care and custody of all stocks, bonds and other securities
owned by the corporation and shall be responsible for the
preparation and filing of tax returns. He shall receive all monies
paid to the corporation and shall have authority to give receipts
and vouchers, to sign and endorse checks and warrants in its name
and on its behalf, and give full discharge for the same. He shall
also have charge of disbursement of the funds of the corporation,
shall keep full and accurate records of the receipts and
disbursements, and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such
depositories as shall be designated by the Board of Directors. He
shall perform such other duties and have such other powers as are
appropriate and customary for the office of Treasurer as the Board
of Directors or President may prescribe from time to time.
5.7 Assistant Treasurer: The Assistant Treasurer, or, if there
shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors or the President, shall, in
the death, absence or disability of the Treasurer or in case such
duties are specifically delegated to him by the Board of Directors,
President or Treasurer, perform such other duties and have such
other powers as the Board of Directors or the President may
prescribe from time to time.
5.8 Removal and Resignation: Any officer elected or appointed
by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any
officer appointed by the President may be removed at any time by
the Board of Directors or the President. Any officer may resign at
any time by giving written notice of his resignation to the
President or to the Secretary, and acceptance of such resignation
shall not be necessary to make it effective, unless the notice so
provides. Any vacancy occurring in any other office of the
corporation may be filled by the President for the unexpired
portion of the term.
5.9 Compensation: Officers shall receive such compensation
for their services as may be authorized or ratified by the Board of
Directors. Election or appointment of an officer shall not of
itself create a contract right to compensation for services
performed as such officers.
ARTICLE VI
Stock
6.1 Certificates: Certificates representing shares of the
capital stock of the corporation shall be in such form as may be
approved by the Board of Directors and shall be signed by the
President or any Vice President and by the Secretary or an
Assistant Secretary. All certificates shall be consecutively
numbered and the names of the owners, the number of the shares and
the date of issue shall be entered on the books of the corporation.
Each certificate representing shares shall state upon its face (a)
that the corporation is organized under the laws of the State of
Colorado, (b) the name of the person to whom issued, (c) the number
of shares which the certificate represents, (d) the par value, if
any, of each share represented by the certificate, and (e) any
restrictions placed upon the transfer of the shares represented by
the certificate.
6.2 Facsimile Signatures: Where a certificate is signed (1) by a
transfer agent other than the corporation or its employee, or (2) by
a registrar other than the corporation or its employee, any other
signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile
signature or signatures have been placed upon, any certificate,
shall cease to be such officer, transfer agent, or registrar,
whether because of death, resignation or otherwise, before the
certificate is issued by the corporation, it may nevertheless be
issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
6.3 Transfers of Stock: Transfers of shares shall be made on
the books of the corporation only upon presentation of the
certificate or certificates representing such shares properly
endorsed by the person or persons appearing upon the face of such
certificate to be the owner, or accompanied by a proper transfer or
assignment separate from the certificate, except as may otherwise
be expressly provided by the statutes of the State of Colorado or
by order of a court of competent jurisdiction. The officers or
transfer agents of the corporation may, in their discretion,
require a signature guaranty before making any transfer. The
corporation shall be entitled to treat the person in whose name any
shares of stock are registered on its books as the owner of those
shares for all purposes, and shall not be bound to recognize any
equitable or other claim or interest in the shares on the part of
any other person, whether or not the corporation shall have notice
of such claim or interest.
ARTICLE VII
Miscellaneous
7.1 Corporate Seal: The Board of Directors may adopt a seal
which shall be circular in form and shall bear the name of the
corporation and the words "SEAL" and "COLORADO" which, when
adopted, shall constitute the corporate seal of the corporation.
The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, manually reproduced, or rubber stamped with
indelible ink.
7.2 Fiscal Year: The Board of Directors may, by resolution,
adopt a fiscal year for this corporation.
7.3 Amendment of By-laws: These by-laws may at any time and
from time to time be amended, supplemented or repealed by the Board
of Directors.
EXHIBIT 4.3
- -----------
COMMON STOCK COMMON STOCK
(LOGO)
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF COLORADO
AUTHORIZED SHARES $.025 PAR
VALUE
THIS CERTIFICATE IS CUSIP 02553P 10 1
TRANSFERABLE IN
KANSAS CITY, MO OR SEE REVERSE FOR
NEW YORK, NY CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is The Owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $.025 PAR VALUE COMMON
STOCK OF
THE AMERICAN EDUCATION CORPORATION
transferable only on the books of the Company in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this
Certificate to be executed by the facsimile signatures of its duly
authorized officers and to be sealed with the facsimile seal of the
Company.
Dated: (Seal)
The American Education Corporation
Corporate
Daniel L. Porter, Seal Jeffrey E. Butler
Assistant Secretary Colorado CEO
COUNTERSIGNED AND REGISTERED
UMB BANK, N.A.
TRANSFER AGENT
AND REGISTRAR
BY AUTHORIZED SIGNATURE
THE AMERICAN EDUCATION CORPORATION
TRANSFER FEE: $15.00 PER NEW CERTIFICATE ISSUED
The following abbreviations when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT-...Custodian...
TEN ENT -as tenants by the entireties (Cust)
JT TEN -as joint tenants with under Uniform Gifts to Minors
right of survivorship Act..............................
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the list.
- --------------------------------------------------------------------
For Value Received,_____________________ hereby sell, assign and
transfer unto
Please insert social security or other
identifying number of assignee
- --------------------------------------
- --------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
- --------------------------------------------------------------------
- --------------------------------------------------------------------
- --------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint --------------------------
- ------------------------------attorney-in-fact to transfer the said
stock on the books of the within-named Corporation, with full power
of substitution in the premises.
Dated
-----------------------
-----------------------------------------------------
-----------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed:
- -------------------------------------
The signature(s) should be guaranteed by an eligible guarantor
institution (Banks, Stockbrokers, Savings and Loan Associations and
Credit Unions with membership in an approved signature guaranteed
Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
EXHIBIT 4.4
- -----------
FIRST AMENDMENT TO 1998 STOCK OPTION PLAN FOR EMPLOYEES
- -------------------------------------------------------
The following amendments to the 1998 Stock Option Plan For Employees
were approved by (i) the Board of Directors of The American Education
Corporation on December 17, 1998, and May 21, 1999 and (ii) the
shareholders (but only with respect to the amendment to increase the
number of authorized shares) on July 23, 1999:
1. Section 4.1 was amended by substituting "1,050,000" for
"750,000".
2. Section 11.2(ii) was amended by substituting "90 days" for
"30 days".
EXHIBIT 4.5
- -----------
FIRST AMENDMENT TO 1998 DIRECTORS' STOCK OPTION PLAN
- ----------------------------------------------------
The following amendment to the 1998 Directors' Stock Option Plan
was approved by the Board of Directors of The American Education
Corporation on December 17, 1998:
1. Section VI(d) was amended by changing "thirty days" to
"ninety days".
EXHIBIT 5
- ---------
October 22, 1999
The American Education Corporation
7506 North Broadway Extension
Suite 505
Oklahoma City, Oklahoma 73116
Gentlemen:
The American Education Corporation, a Colorado corporation (the
"Company"), intends to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 (the "Registration Statement")
with respect to 1,150,000 shares of its common stock, $0.025 par
value per share (the "Common Stock"), to be issued from time to time
pursuant to the Company's Stock Option Plan for Employees and the
Directors' Stock Option Plan (collectively, the "Benefit Plans" and
individually, a "Benefit Plan").
You have requested our opinion in connection with the Company's
filing of the Registration Statement. We have examined and relied
on originals or copies, certified or otherwise identified to our
satisfaction as being true copies, of all such records of the
Company, all such agreements, certificates of officers of the
Company and others, and such other documents, certificates and
corporate or other records as we have deemed necessary as a basis
for the opinion expressed in this letter including, without
limitation, the Company's Amended and Restated Articles of
Incorporation, the Benefit Plans and the Registration Statement.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents
submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of
rendering the opinion in this letter as we have deemed necessary.
We express no opinion in this letter concerning any law other than
the General Corporation Law of the State of Colorado.
On the basis of and in reliance on the foregoing, we are of the
opinion that the shares of the Common Stock to be issued pursuant to
the Benefit Plans, when and if issued in accordance with the terms
of each Benefit Plan, respectively, will be legally issued, fully
paid and non-assessable; provided, that the consideration for each
share is not less than the par value thereof.
The opinion in this letter is rendered only to the Company in
connection with the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement.
The opinion may not be relied upon by the Company for any other
purpose, or relied upon by any other person, firm or entity for any
purpose. This letter may not be paraphrased, quoted or summarized,
nor may it be duplicated or reproduced in whole or in part.
Very truly yours,
HARTZOG CONGER & CASON
/s/ Hartzog Conger & Cason
EXHIBIT 23.1
- ------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to The American Education Corporation Stock Option
Plan for Employees and The American Education Corporation Directors' Stock
Option Plans of our report dated March 12, 1999, with respect to the
consolidated financial statement of The American Education Corporation
included in its Annual Report (Form 10-KSB) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
Steakley, Gilbert & Bozalis, P.C.
October 22, 1999
Oklahoma City, Oklahoma
