As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333- _______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE AMERICAN EDUCATION CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation or organization)
84-0838184
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(I.R.S. Employer Identification No.)
7506 North Broadway Extension, Suite 505, Oklahoma City, Oklahoma
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(Address of principal executive offices)
73116
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(zip code)
The American Education Corporation Stock Option Plan for Employees
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(Full title of plan)
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
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(Name, address, and telephone number of agent for service)
Calculation of Registration Fee
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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
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Common Stock, par value $0.025 per share
Issuable 560,500 $ 0.50 (2) $280,250(2) $74
pursuant to
options previously
granted under the
Stock Option Plan
for Employees
Issuable 39,500 $ 1.00 (3) $ 39,500(3) $ 11
pursuant to
options to be
granted under the
Stock Option Plan
for Employees
(1) Pursuant to Rule 416, this Registration Statement shall cover, in
addition to the number of shares of Common Stock as stated above, such
indeterminate number of additional shares of Common Stock as may be issued
under such plan as a result of adjustment provisions thereunder.
(2) Pursuant to Rule 457(h) and Rule 457(c), this price is calculated based
on a weighted average exercise price of $ 0.50 per share covering 560,500
shares subject to stock options previously granted under the Stock Option Plan
for Employees.
(3) Pursuant to Rule 457(h), this price is estimated solely for the purpose
of calculating the registration fee and is based upon the average of the bid
and asked price per share of the Registrant's Common Stock as reported on the
over-the-counter bulletin board on September 27, 2000.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by The American Education
Corporation (the "Company") relating to an additional 600,000 shares of the
Company's common stock, par value $0.025 per share (the "Common Stock"),
issuable to employees of the Company under The American Education Corporation
Stock Option Plan for Employees (the "Plan"). The Company previously
registered 1,050,000 shares of Common Stock for issuance under the Plan under
Registration Statement No. 333-89583.
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Part I
Item 1. Plan Information
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The Company shall deliver or cause to be delivered to each participant, to
the extent material (and prior to the making of any investment decision), one
or more documents containing the information specified in Item 1. The document
or documents themselves are not required to be filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 428 and the Note
to Part I.
Item 2. Registrant Information and Employee Plan Annual Information
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The Company shall provide to each participant, prior to the making of any
investment decision, a written statement advising the participant of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II and stating that these documents
are incorporated by reference into the Section 10(a) prospectus. The statement
shall also indicate the availability without charge, upon written or oral
request, of other documents required to be delivered to (b) and include the
address and telephone number to which the request is to be directed. The
written statement itself is not required to be filed with the Commission
pursuant to Rule 428 and the Note to Part I.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The documents listed below are incorporated by reference in this Registration
Statement; and 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 latest Annual Report on Form 10-KSB as filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred to
in (a) above;
(c) the description of the common stock, $0.025 par value per share, of the
Company (the "Common Stock") contained in the Company's Registration Statement
on Form 8-A12G/A (SEC File No. 000-11078) filed pursuant to Section 12 of the
Exchange Act on August 29, 2000, including any subsequent amendments or reports
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
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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. Interest of Named Experts and Counsel
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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
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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.
Item 7. Exemption from Registration
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Not Applicable.
Item 8. Exhibits
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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) is hereby incorporated by reference.
4.2 Restated Bylaws of the Company (Exhibit 4.2 of the Form S-8 filed October
22, 1999) is incorporated by reference.
4.3 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.
4.4 Directors' Stock Option Plan (Exhibit "B" to the Company's Proxy Statement
(File No. 000-11078) filed on April 24, 1998) is hereby incorporated by
reference.
4.5 First Amendment to Stock Option Plan for Employees (Exhibit 4.4 of the
Form S-8 filed October 22, 1999) is incorporated by reference.
4.6 First Amendment to Directors' Stock Option Plan (Exhibit 4.5 of the Form
S-8 filed October 22, 1999) is incorporated by reference.
+4.7 Second Amendment to Stock Option Plan for Employees.
+5 Opinion of Hartzog Conger & Cason.
+23.1 Consent of Steakley & Gilbert, 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).
+Filed herewith.
Item 9. Undertakings
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(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:
(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 together, represent
a fundamental change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 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 29th
day of September, 2000.
THE AMERICAN EDUCATION CORPORATION
By: /s/ Jeffrey E. Butler
Jeffrey E. Butler,
Chief Executive 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 September 29, 2000.
SIGNATURE TITLE
By: /s/ Jeffrey E. Butler Chief Executive Officer and Director
Jeffrey E. Butler
By: /s/ Monty C. McCurry Director
Monty C. McCurry
By: /s/ Newton W. Fink Director
Newton W. Fink
By: /s/ Stephen E. Prust Director
Stephen E. Prust
By: /s/ Geoffrey Glossop Director
Geoffrey Glossop
EXHIBIT INDEX
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Exhibit Exhibit Description
No.
4.1 Amended and Restated Articles of Incorporation of the
Company.
4.2 Restated Bylaws of the Company.
4.3 Stock Option Plan for Employees of the Company.
4.4 Directors' Stock Option Plan of the Company.
4.5 First Amendment to Stock Option Plan for Employees of the
Company.
4.6 First Amendment to Directors' Stock Option Plan.
4.7 Second Amendment to Stock Option Plan for Employees of the
Company.
5 Opinion of Hartzog Conger & Cason.
23.1 Consent of Steakley & Gilbert, 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 4.7
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SECOND AMENDMENT TO 1998 STOCK OPTION PLAN FOR EMPLOYEES
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The following amendment to the 1998 Stock Option Plan For Employees was
approved by the Board of Directors of The American Education Corporation on
May 22, 2000:
1. Section 4.1 was amended by substituting "1,650,000" for "1,050,000".
EXHIBIT 5
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September 29, 2000
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 600,000 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 (the
"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 Plan 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 Plan,
when and if issued in accordance with the terms of the Benefit Plan 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
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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 of our report dated March 7, 2000, 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,
1999, filed with the Securities and Exchange Commission.
Steakley & Gilbert, P.C.
September 29, 2000
Oklahoma City, Oklahoma
