AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOFTKEY INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2562108
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ONE ATHENAEUM STREET
CAMBRIDGE, MASSACHUSETTS 02142
(617) 494-1200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
MICHAEL J. PERIK
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
SOFTKEY INTERNATIONAL INC.
ONE ATHENAEUM STREET
CAMBRIDGE, MASSACHUSETTS 02142
(617) 494-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: ( )
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: ( )
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Amount Proposed Proposed
Title of to be Maximum Maximum Amount of
Securities Registered Offering Aggregate Registration
to be Registered (1) Price Per Offering Fee
Share (1) Price (1)
_____________________________________________________________________________
Common Stock, par
value $.01 per 1,440,163 $45.44 $65,441,006.72 $22,565.86
share
_____________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low prices per share of the
Registrant's Common Stock reported on the Nasdaq National Market on
September 27, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
_____________________________________________________________________________
[sidebar]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
_____________________________________________________________________________
SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 1995
1,440,163 SHARES
[LOGO]
COMMON STOCK
This Prospectus relates to 1,440,163 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
SoftKey International Inc. ("SoftKey" or the "Company"). The
Shares may be offered by certain stockholders of the Company (the
"Selling Stockholders") from time to time in transactions on the
Nasdaq National Market, in negotiated transactions, at fixed prices
which may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in
excess of customary commissions). The Selling Stockholders, and
any agents or broker-dealers that participate with the Selling
Stockholders in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by
them and any profit on their resale of the Shares may be deemed to
be underwriting commissions or discounts under the Securities Act.
See "The Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the
Selling Stockholders will be received by the Company. The Company
has agreed to bear certain expenses (other than selling
commissions) in connection with the registration of the Shares.
The Common Stock of the Company is quoted on the Nasdaq
National Market under the symbol "SKEY." On September 27, 1995,
the per share closing price of the Common Stock as reported on the
Nasdaq National Market was $44.75.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's Regional Offices at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549 at prescribed
rates. In addition, material filed by the Company can be inspected
at the offices of The Nasdaq Stock Market, Reports Section, 1735 K
Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments or supplements
thereto, the "Registration Statement") under the Securities Act
with respect to the securities to be offered and sold by means of
this Prospectus. This Prospectus omits certain of the information
contained in the Registration Statement and the exhibits and
schedules thereto in accordance with the rules and regulations of
the Commission. For further information regarding the Company and
the Shares offered hereby, reference is made to the Registration
Statement and the exhibits and schedules filed therewith, which may
be inspected without charge at the office of the Commission at 450
Fifth Street N.W., Washington, D.C. 20549 and copies of which may
be obtained from the Commission at prescribed rates. Statements
contained in this Prospectus as to the contents of any contract or
other document referred to herein are not necessarily complete, and
in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such
reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1994, the Current Report on Form 8-K of the
Company dated February 10, 1995, the Company's Quarterly Report on
Form 10-Q for the quarterly period ended April 1, 1995, the Current
Report on Form 8-K of the Company dated June 12, 1995, the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 1, 1995, the Current Report on Form 8-K of the Company
dated August 3, 1995, the Current Report on Form 8-K of the Company
dated September 6, 1995 and the description of the Common Stock
contained in the Company's registration statement filed pursuant to
Section 12(g) of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description filed by
the Company, all of which are on file with the Commission, are
incorporated in this Prospectus by reference and made a part
hereof.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares hereunder shall be deemed
to be incorporated herein by reference and shall be a part hereof
from the date of the filing of such documents. Any statements
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or replaced for
purposes of this Prospectus 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 herein
modifies or replaces such statement. Any such statement so
modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered,
upon written or oral request of such person, a copy of the
documents incorporated by reference herein, other than exhibits to
such documents not specifically incorporated by reference. Such
requests should be directed to SoftKey International Inc., One
Athenaeum Street, Cambridge, Massachusetts 02142, Attention:
Secretary (telephone: (617) 494-1200).
THE COMPANY
SoftKey is a leading developer and publisher of value-priced,
high-quality, consumer software for personal computers ("PCs"),
primarily produced on CD-ROM. The Company currently offers over
300 software titles in consumer-oriented categories, including
lifestyle, edutainment, productivity, entertainment and education.
The Company's products include titles such as: Calendar Creator,
Sports Illustrated Swimsuit Calendar, Time Almanac, BodyWorks 4.0,
The American Heritage Talking Dictionary, PC Paintbrush and Key 3D
Design Center.
The Company was created through a combination of three
corporations. On February 4, 1994, the Company (which was then
known as WordStar International Incorporated ("WordStar"))
completed a three-way business combination transaction with SoftKey
Software Products Inc. and Spinnaker Software Corporation
("Spinnaker"). Effective February 4, 1994, the Company changed its
name to SoftKey International Inc.
SoftKey's strategy is to develop, license and acquire a broad
range of quality software products with significant unit-volume
potential at the lowest possible cost and to continuously introduce
these new products through a wide variety of established and
emerging distribution channels worldwide, including retail
channels, direct mail and original equipment manufacturers
("OEMs"). Other key elements of this strategy include focusing on
high growth consumer software, broadly distributing to the consumer
market at various price points, building strong relationships with
retail channels, acquiring complementary products, technologies and
businesses and enhancing brand awareness and loyalty.
SoftKey develops and publishes products through internal
development and licensing agreements with outside developers. The
Company's internal product development efforts are designed to
result in efficient and timely product introductions by focusing on
"core code" development. Where possible, the Company specifies,
develops and manages (or purchases) one base of source code from
which many products are created. The Company supplements its
development efforts through product acquisitions and royalty-
bearing licenses.
The Company recently acquired three privately held consumer
software companies. On July 21, 1995, the Company acquired all of
the aggregate share capital of tewi Verlag GmbH, a German limited
liability company ("tewi") and publisher and distributor of CD-ROM
software and computer-related books. In and in connection with the
acquisition, the Company issued an aggregate of 99,045 shares of
Common Stock to a former shareholder of tewi (the "tewi Selling
Stockholder") and may issue additional shares of Common Stock to
the tewi Selling Stockholder pursuant to an Earn-Out Agreement.
The Company also paid cash consideration of $1,454,600 to the tewi
Selling Stockholder and $11,564,070 to another former shareholder
of tewi. This transaction will be accounted for by the Company
using the purchase method of accounting.
On August 31, 1995, the Company acquired all of the issued and
outstanding capital stock of Future Vision Holding, Inc., a
multimedia software company ("Future Vision"). In and in
connection with the acquisition, the Company issued an aggregate of
1,088,049 shares of Common Stock to the owners of all the
outstanding capital stock of Future Vision and 46,934 shares of
Common Stock to certain creditors of Future Vision (collectively,
the "Future Vision Selling Stockholders").
On August 31, 1995, the Company also acquired Ancier
Technologies, Inc., a software development company ("Ancier"). In
the acquisition, the Company issued an aggregate of 102,000 shares
of Common Stock to the owner of all the outstanding capital stock
of Ancier (the "Ancier Selling Stockholder"). Both the Future
Vision and Ancier acquisitions will be accounted for by the Company
using the pooling-of-interests method of accounting.
RISK FACTORS
Prospective purchasers of shares of Common Stock offered
hereby should carefully consider the following risk factors, in
addition to other information contained or incorporated by
reference in this Prospectus.
INTENSE COMPETITIVE ENVIRONMENT
The PC consumer software industry is intensely competitive and
is characterized by rapid changes in technology and customer
requirements. The changing nature of the consumer software
industry and rapidly changing demand for products make it difficult
to predict the future success of the Company in the business of
producing packaged software products for the retail market. The
Company competes for retail shelf space and general consumer
awareness with a number of companies that market software products.
The Company encounters competition from both established companies,
including the largest companies in the industry, and new companies
that may develop comparable products. A number of the Company's
competitors and potential competitors possess significantly greater
capital, marketing resources and brand recognition than the
Company. Rapid changes in technology, product obsolescence and
advances in computer software and hardware require the Company to
develop or acquire new products and to enhance its existing
products on a timely basis.
Many large companies with sophisticated product marketing and
technical abilities and financial resources that do not presently
compete with the Company may enter the PC software market. Such
companies could rapidly become significant additional competitors
of the Company. To the extent that competitors achieve either a
performance, price or distribution advantage, the Company could be
adversely affected.
Microsoft Corporation is the dominant supplier of computer
operating systems and frequently coordinates its operating system
marketing efforts with those for its applications software.
Competition in Microsoft's Windows application segment from major
software publishers is intensifying, and the "competitive upgrade"
price discounting among the major firms is eroding the traditional
pricing structures that had previously existed in the software
industry. Competitive pressures have resulted in price reductions
throughout the industry with the result that industry wide
operating margins may be adversely affected.
There is no assurance that the Company will have the resources
required to respond to market or technological changes or to
compete successfully in the future.
INTENSE COMPETITION FOR DISTRIBUTION CHANNELS
The Company competes with other companies for access to retail
shelf space and inclusion in OEM sales programs. Competition in
this aspect of the industry is intense, and the type and number of
channels is increasing to include non-traditional software
retailers such as book, music, video, magazine, toy, gift,
convenience, drug and grocery store chains.
The traditional channels of distribution in the software
industry have experienced increasing concentration during the past
several years, in particular with respect to PC chain stores and
software distributors. With the increasing concentration in the
traditional channels of distribution, the Company's customers have
increased strength in negotiating favorable terms of sale,
including price discounts and product return policies. There can
be no assurance that the Company will be able to continue to have
access to sufficient retail marketing distribution channels or
obtain adequate distribution for all of its products in the future.
Accordingly, such concentration may have an adverse effect in the
future on the profitability of the Company's operations.
Regardless of the retail strategy chosen by the Company, the
retail channels of distribution available for products will be
subject to rapid changes as retailers and distributors enter and
exit the software market segments or alter their product inventory
preferences. In addition, other types of retail outlets and
methods of product distribution may become important in the future.
These new methods may also include delivery of software using
on-line services or the Internet. It is critical to the success of
the Company that as these changes occur it maintain access to those
channels of distribution offering software in its market segments.
NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE
Software companies must continue to develop or acquire new
products or upgrade existing products on a timely basis to sustain
revenues and profitable operations. One factor contributing to the
short life span of PC software has been rapid technological change.
Software companies must continue to create or acquire innovative
new products reflecting technological changes in hardware and
software and translate current products into newly accepted
hardware and software formats, in order to gain and maintain a
viable market for their products. PC hardware, in particular, is
steadily advancing in power and function, expanding the market for
increasingly complex and flexible software products. This has also
resulted in longer periods necessary for research and development
of new products and a greater degree of unpredictability in the
time necessary to develop products. Furthermore, the rapid changes
in the market and the increasing number of new products available
to consumers have increased the degree of consumer acceptance risk
with respect to any specific title that the Company may publish.
It is expected that this trend will continue and may become more
pronounced in the future.
The Company has in the past focused primarily on the
productivity, lifestyle and edutainment product categories. These
product categories have a lower development cost and are not
considered as "hit" driven as the high-end, 16-bit and 32-bit
entertainment and games software category (including the Sega,
Nintendo and 3DO platforms) and the high-end, PC-based CD-ROM game
category. Additionally, the high-end entertainment and games
category requires higher development and marketing costs and a
higher cost of goods sold than the Company's traditional software
business, is dominated by a number of very large competitors and is
subject to rapid change in consumer preference. Should the Company
substantially increase its presence in the high-end entertainment
and games industry segment, it will experience these additional
risks and competitive pressures.
The Company's rights to license many of its software products
are non-exclusive and, generally, of limited duration, and there is
no assurance the Company will be able to continue to obtain new
products from developers or to maintain or expand its market share
in the event that a competitor offers the same or similar software
products. If the Company is unable to develop or acquire new
products in a timely manner as revenues decrease from products
reaching the end of their natural life cycle, the Company's results
of operations will be adversely affected.
SIGNIFICANT PRICE REDUCTIONS IN PERSONAL COMPUTER SOFTWARE
Recently, several major publishers of PC software have
significantly reduced the prices of their products with the goal of
gaining greater market share, to the extent that at least one
company (which is not a competitor of SoftKey) distributed its
product at no cost (except what it represented as shipping and
handling charges) in order to gain market share upon its entrance
into a new market. The retail prices of many of the Company's
products and those of its predecessors have declined, and the
Company has introduced new lines of lower-priced software products.
There can be no assurance that such price reductions or new product
lines will result in an increase in unit sales volume or that
prices will not continue to decline in the future. Such a decline
would lead to a decrease in the revenues from, and gross margin on,
sales of such products in the future and could result in lower cash
flow or operating margins.
RISK OF INTERNATIONAL OPERATIONS
The Company derived approximately 10% of its revenues in the
year ended December 31, 1994 from sales occurring outside North
America. These revenues are subject to the risks normally
associated with international operations, including currency
conversion risks, limitations (including taxes) on the repatriation
of earnings, slower and more difficult accounts receivable
collection, greater difficulty and expense in administering
business abroad, complications in complying with foreign laws and
the necessity of obtaining requisite export licenses, which on
occasion may be delayed or difficult to obtain. In addition, while
U.S. copyright law, international conventions and international
treaties may provide meaningful protection against unauthorized
duplication of software, the laws of foreign jurisdictions may not
protect the Company's proprietary rights to the same extent as the
laws of the United States. Software piracy has been, and can be
expected to be, a persistent problem for participants in the
"shrinkwrap" software industry, including the Company. These
problems are particularly acute in certain international markets
such as South America, the Middle East, the Pacific Rim and the Far
East.
DEPENDENCE ON MAJOR SUPPLIER
All duplication, assembly and fulfillment, with certain
exceptions (including CD-ROMs and products reproduced by OEMs), for
all of the Company's U.S. products are provided by one supplier,
Stream International Inc. (formerly known as the Global Software
Services business unit of R.R. Donnelley & Sons Company)
("Stream"), at facilities in Crawfordsville, Indiana. Any
interruption in Stream's manufacturing, assembly and fulfillment
services could have a material adverse impact on the Company's
business. The Company's agreement with Stream expires in April
1997, and there can be no assurance that such agreement will be
renewed or that the terms of any renewal will be the same as those
currently in effect. Although the Company believes that suitable
alternative suppliers exist, there can be no assurance that any
termination or modification of the agreement with Stream would not
result in a short-term business interruption for the Company.
MANAGEMENT OF GROWTH
The Company is currently experiencing a period of rapid growth
that could place a strain on the Company's financial, management
and other resources in the future. The Company's ability to
continue to manage its growth effectively will require it to
continue to improve its operational, financial and management
information systems and to continue to attract, train, motivate,
manage and retain key employees. If the Company's management
becomes unable to manage growth effectively, the Company's
business, operating results and financial condition could be
adversely affected.
DEPENDENCE ON CONTINUED PERSONAL COMPUTER SALES
The success of the Company is dependent upon the continuing
use of PCs in the consumer market. A general decrease in unit
sales of PCs could adversely affect the Company's future results of
operations.
HISTORY OF OPERATING LOSSES
A variety of factors may cause period-to-period fluctuations
in the Company's operating results, including integration of
operations resulting from acquisitions of companies, products or
technologies, revenues and expenses related to the introduction of
new products or new versions of existing products, changes in
selling prices, delays in purchases in anticipation of upgrades to
existing products, currency fluctuations, dealer and distributor
order patterns, general economic trends or a slowdown of PC sales
and seasonality of customer buying patterns. Historical operating
results of the Company and its predecessors cannot be relied upon
as indicative of the future performance of the Company. On an
historical basis, the Company incurred net losses of $4,983,000 for
the year ended June 30, 1992, $57,250,000 for the year ended June
30, 1993 and $73,258,000 for the transition period from July 4,
1993 to January 1, 1994. The Company had net income of $21,145,000
for the year ended December 31, 1994 and $17,973,000 for the six
months ended June 30, 1995. There can be no assurance that the
Company will continue to be profitable in the future.
LIQUIDITY AND CAPITAL RESOURCES
The expansion of the Company's current business involves
significant financial risk and capital investment. There is no
assurance that financing will be available in the future to meet
the needs of the Company for additional investment capital.
VOLATILITY OF STOCK PRICE AND DEPTH OF TRADING MARKET
The Common Stock trades on the Nasdaq National Market. The
market price of the Common Stock, like the shares of many other
high technology companies, has been and may continue to be
volatile. Recently, the stock market in general and the shares of
PC software companies in particular have experienced significant
price fluctuations. These broad market and industry fluctuations
may adversely affect the market price of the Common Stock. Factors
such as quarterly fluctuations in results of operations, the
announcement of technological innovations, the introduction of new
products by the Company or its competitors and general conditions
in the computer hardware and software industries may have a
significant impact on the market price of the Common Stock.
LEGAL PROCEEDINGS
The Company is a party to various actions and proceedings
incident to its normal business operations. The Company believes
that the outcome of such litigation will not have a material
adverse effect on its business, financial condition or results of
operations.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares by the Selling Stockholders.
THE SELLING STOCKHOLDERS
The Selling Stockholders beneficially own an aggregate of
1,440,163 shares of Common Stock, all of which are offered hereby.
The Shares offered hereby by the Selling Stockholders represent
approximately 5.76% of the outstanding Common Stock as of September
15, 1995. The Future Vision Selling Stockholders and the Company
are parties to various separate but related agreements, including a
Stock Purchase Agreement dated as of July 17, 1995 and letter
agreements dated July 18, 1995, pursuant to which the Future Vision
Selling Stockholders acquired an aggregate of 1,134,983 shares of
Common Stock, all of which are offered hereby. Certain shares
acquired by the Future Vision Selling Stockholders are subject to
an Escrow Agreement dated August 31, 1995 (the "Escrow Agreement").
The Ancier Selling Stockholder and the Company are parties to a
Merger Agreement dated as of August 31, 1995, pursuant to which the
Ancier Selling Stockholder acquired 102,000 shares of Common Stock,
all of which are offered hereby. The tewi Selling Stockholder and
the Company are parties to various separate but related agreements,
including without limitation a Share Purchase Agreement and a Stock
Restriction and Repurchase Agreement, each dated July 21, 1995,
pursuant to which the tewi Selling Stockholder acquired an
aggregate of 99,045 shares of Common Stock, all of which are
offered hereby. The remaining Selling Stockholder, Diane M.
Heppting (the "Aris Selling Stockholder"), acquired, pursuant to a
Stock Purchase Agreement dated as of June 15, 1994, 231,411 shares
of Common Stock in connection with the Company's acquisition of
Aris Multimedia Entertainment, Inc. ("Aris") on such date; 104,135
of such shares are being offered hereby.
The following table sets forth certain information regarding
the ownership by the Selling Stockholders of Common Stock at
September 15, 1995, and as adjusted for the sale of the Shares
offered hereby. At September 15, 1995, there were 25,013,515
shares of Common Stock issued and outstanding.
Beneficial Ownership Shares Being Beneficial Ownership
Prior to Offering(1) Offered Hereby After Offering(1)
____________________ ______________ ____________________
Shares Percent Shares Percent
NAMES OF FUTURE
VISION SELLING
STOCKHOLDERS
_____________________
Flextech Holdings
Pte Ltd.(2) . . . . 504,847 2.02% 504,847 0 0
Harry Fox(3) . . . 302,824 1.21 302,824 0 0
Joseph Abrams(4) . 23,024 * 23,024 0 0
Sol Rosenberg(5) . 137,496 * 137,496 0 0
Matthew Barlow(6) . 6,858 * 6,858 0 0
Samuel Zemsky(7) . 12,360 * 12,360 0 0
K.H. Trustees
Ltd.(8) . . . . . . 29,454 * 29,454 0 0
Seth Altholz(9) . . 56,485 * 56,485 0 0
Shelly Abrahami(10) 37,661 * 37,661 0 0
Joseph Au Sai Chuen 17,419 * 17,419 0 0
Barry Charles . . . 6,555 6,555 0 0
NAME OF ANCIER
SELLING STOCKHOLDER
___________________
Leland J. Ancier(11) 102,000 * 102,000 0 0
NAME OF TEWI
SELLING STOCKHOLDER
___________________
Helmut Kunkel(12) . 99,045 * 99,045 0 0
NAME OF ARIS
SELLING STOCKHOLDER
___________________
Diane M. Heppting(13) 104,135 * 104,135 0 0
_________
* Less than 1%.
(1) Unless otherwise noted, the nature of beneficial ownership
is sole voting and/or investment power, except to the extent
authority is shared by spouses under applicable law.
(2) Pursuant to the Escrow Agreement, 67,511 of such Shares are
currently held in escrow by The First National Bank of
Boston, as escrow agent (the "Escrow Agent").
(3) Pursuant to the Escrow Agreement, 38,960 of such Shares are
currently held in escrow by the Escrow Agent. Mr. Fox has
entered into an employment agreement with the Company,
effective as of August 31, 1995, under which he is employed
by the Company until August 31, 1998, unless earlier
terminated in accordance with his employment agreement.
Until the Company's acquisition of Future Vision, Mr. Fox
was one of Future Vision's principals, a director and its
President.
(4) Pursuant to the Escrow Agreement, 3,078 of such Shares are
currently held in escrow by the Escrow Agent. Mr. Abrams
was a consultant to Future Vision.
(5) Pursuant to the Escrow Agreement, 16,852 of such Shares are
currently held in escrow by the Escrow Agent. Mr. Rosenberg
is currently an employee of the Company. He is also
currently employed by Future Vision and until the Company's
acquisition of Future Vision, Mr. Rosenberg was an officer
and one of its principals.
(6) Pursuant to the Escrow Agreement, 917 of such Shares are
currently held in escrow by the Escrow Agent.
(7) Pursuant to the Escrow Agreement, 1,653 of such Shares are
currently held in escrow by the Escrow Agent. Mr. Zemsky
was the Chief Financial Officer of Future Vision.
(8) Pursuant to the Escrow Agreement, 3,938 of such Shares are
currently held in escrow by the Escrow Agent. K.H. Trustees
Ltd. ("KHT") is an Israeli limited liability company which
holds shares of Common Stock in trust for an employee and a
consultant of SuperStudio Ltd. ("SuperStudio") and other as
yet undetermined employees of SuperStudio. SuperStudio is a
developer of multimedia products incorporated and located in
Israel and is an indirect, wholly owned subsidiary of
SoftKey. SuperStudio was acquired by Future Vision in July
1995, prior to the acquisition of Future Vision by SoftKey.
Mr. Altholz and Ms. Abrahami, each a Selling Stockholder,
share the power to instruct KHT with respect to the voting
and investment of the Shares held by KHT. Additionally, Mr.
Altholz and Ms. Abrahami share the power to instruct KHT to
distribute to them the Shares held by KHT for the benefit of
as yet undetermined employees of SuperStudio.
(9) Pursuant to the Escrow Agreement, 7,553 of such Shares are
currently held in escrow by the Escrow Agent. Such Shares
do not include approximately 15,499 Shares (of which
approximately 2,072 Shares are currently held in escrow by
the Escrow Agent) held by KHT for the benefit of as yet
unidentified employees of SuperStudio as to which Mr.
Altholz and Ms. Abrahami share the power to have such Shares
distributed to them. Mr. Altholz is currently an officer and
director of SuperStudio.
(10) Pursuant to the Escrow Agreement, 5,036 of such Shares are
currently held in escrow by the Escrow Agent. Such shares
do not include approximately 15,499 Shares (of which
approximately 2,072 Shares are currently held in escrow by
the Escrow Agent) held by KHT for the benefit of as yet
unidentified employees of SuperStudio as to which Ms.
Abrahami and Mr. Altholz share the power to have such Shares
distributed to them. Ms. Abrahami is currently an officer
and director of SuperStudio.
(11) Leland J. Ancier was the founder and sole stockholder of
Ancier, a company which had licensed a significant portion
of its assets to the Company, until Ancier was acquired by
the Company on August 31, 1995.
(12) Helmut Kunkel has entered into an employment agreement with
tewi, effective as of July 1, 1995, under which he is
employed in the capacity of General Manager of tewi until
July 31, 1998, unless earlier terminated in accordance with
his employment agreement.
(13) Until the Company's acquisition of Aris, Ms. Heppting was
one of Aris' principals. Thereafter, she was employed in
the capacity of a Publisher of the Company until May 31,
1995.
PLAN OF DISTRIBUTION
Shares of Common Stock registered for sale hereby may be
offered and sold by the Selling Stockholders from time to time in
transactions on the Nasdaq National Market, in negotiated
transactions, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices. Without limiting
the foregoing, the Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in
excess of customary commissions). The Selling Stockholders, and
any agents or broker-dealers that participate in the distribution
of such Shares pursuant to this Prospectus, may be deemed
"underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on their resale of the
Shares may be deemed to be underwriting commissions or discounts
under the Securities Act.
Sales of Shares are, in general, expected to be made at the
market price prevailing at the time of each such sale; however,
prices in negotiated transactions may differ considerably. The
Selling Stockholders are acting independently of the Company in
making decisions with respect to the timing, manner and size of
each sale.
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless they have been
registered or qualified for sale in the applicable state or any
exemption from the registration or qualification process is
available and complied with. The Selling Stockholders have advised
the Company that they have made no arrangements with any brokerage
firm or otherwise regarding the sale of their Shares.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Neal S. Winneg, General Counsel of the
Company. Mr. Winneg owns options to purchase an aggregate of
69,375 shares of Common Stock, which are or become exercisable in
periodic installments through June 1998.
EXPERTS
The consolidated financial statements and related schedule of
the Company as of and for the year ended December 31, 1994,
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, have been audited by Coopers & Lybrand
L.L.P., independent public accountants, as set forth in their
report therein dated March 3, 1995 and incorporated herein by
reference in reliance on such report, given on the authority of
that firm as experts in accounting and auditing. The consolidated
financial statements and related schedules of the Company as of
December 31, 1993 and June 30, 1993 and for the six month
transition period from July 4, 1993 to January 1, 1994 and for each
of the two years in the period ended June 30, 1993, included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994, have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their report therein dated
January 16, 1995 and incorporated herein by reference. In its
report, Arthur Andersen LLP states that with respect to the
consolidated financial statements and related schedules of WordStar
as of June 30, 1993 and for each of the two years in the period
ended June 30, 1993, Spinnaker as of June 30, 1993 and for the year
then ended and Spinnaker as of June 30, 1992 and for the year then
ended, its opinion is based on the reports of other independent
accountants, namely KPMG Peat Marwick LLP, Price Waterhouse LLP and
Deloitte & Touche LLP, respectively. The consolidated financial
statements and related schedules of the Company have been included
therein in reliance upon such reports given upon the authority of
those firms as experts in accounting and auditing. The report of
Price Waterhouse LLP on the consolidated financial statements of
Spinnaker as of June 30, 1993 and for the year then ended contains
an explanatory paragraph relating to Spinnaker's ability to
continue as a going concern as described in Note 12 of the
consolidated financial statements of Spinnaker (not included
herein). The report of Deloitte & Touche LLP on the consolidated
financial statements of Spinnaker for the year ended June 30, 1992
expresses an unqualified opinion and includes an explanatory
paragraph referring to an uncertainty in connection with an
arbitration proceeding referred to in Note 12 of the consolidated
financial statements of Spinnaker (not included herein).
_____________________________________________________________________________
No dealer, salesman or
any other person has been
authorized to give any
information or to make any
representation not contained
in this Prospectus, and, if
given or made, such
information or representation
must not be relied upon as
having been authorized by the
Company or any Selling
Stockholder. This Prospectus
does not constitute an offer
to sell or a solicitation of
an offer to buy any of the
securities offered hereby in
any jurisdiction to any person
to whom it is unlawful to make
such offer in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that the
information herein is correct
as of any time subsequent to
the date hereof or that there
has been no change in the
affairs of the Company since
such date.
____________
TABLE OF CONTENTS
Page
Available Information . 2
Documents Incorporated by
Reference . . . . . . . 2
The Company . . . . . . 3
Risk Factors . . . . . 3
Use of Proceeds . . . . . 6
The Selling Stockholders 7
Plan of Distribution . . 9
Legal Matters . . . . . . 9
Experts . . . . . . . . . 9
___________________________________
1,440,163 SHARES
[LOGO]
COMMON STOCK
____________________
PROSPECTUS
____________________
, 1995
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the distribution of the
securities being registered (all of which (other than selling
commissions) will be borne by the Company and not the Selling
Stockholders), are estimated as follows:
Securities and Exchange Commission Registration Fee . . . . $22,565.86
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 30,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . 30,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 10,000
_________
Total . . . . . . . . . . . . . . . . . . . . . $92,565.86
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law, as
amended, allows a corporation to eliminate the personal liability
of directors of a corporation to the corporation or to any of its
stockholders for monetary damage for a breach of his fiduciary duty
as a director, except in the case where the director breached his
duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (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, employee or agent
of the corporation or is or was serving at its request in such
capacity in another corporation or business association against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or 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 8 of the Company's Restated Certificate of
Incorporation, as amended, provides for elimination of directors'
personal liability and indemnification as follows:
"8. LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS
8.1 ELIMINATION OF CERTAIN LIABILITIES OF DIRECTORS. A
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the directors' duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Section to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so
amended. Any repeal or modification of this Section by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
8.2 INDEMNIFICATION AND INSURANCE
8.2.1 RIGHT TO INDEMNIFICATION. Each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director or
officer, of the Corporation or is or was serving at the request of
the Corporation, as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless
by the Corporation to its fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability,
and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the
benefit of his or her heirs, executors, and administrators;
provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred defending any such
proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its
Board of Directors, provide indemnification to employees and agents
of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
8.2.2 NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of this
Restated Certificate, Bylaw, agreement, vote of stockholders, or
disinterested directors or otherwise.
8.2.3. INSURANCE. The Corporation may maintain
insurance, at its expense, to protect itself and any director,
officer, employee, or agent of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise
against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against
such expense, liability, or loss under the Delaware General
Corporation Law."
SoftKey has purchased directors' and officers' liability
insurance which would indemnify the directors and officers of
SoftKey against damages arising out of certain kinds of claims
which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
ITEM 16. EXHIBITS
Exhibit No. Description
2.1 Share Purchase Agreement dated July 21, 1995 by
and among the Company, Ziff-Davis Verlag GmbH
and Helmut Kunkel(1)
2.2 Earn-Out Agreement dated July 21, 1995 by and
between the Company and Kunkel(1)
2.3 Stock Purchase Agreement by and among the
Company, Flextech Holdings Pte Ltd, Harry Fox,
Joseph Abrams, Sol Rosenberg, Mathew Barlow,
Samuel Zemsky, K. H. Trustees Ltd., Seth
Altholz and Shelly Abrahami dated July 17,
1995(2)
5.1 Opinion of Neal S. Winneg regarding legality of
securities being registered
23.1 Written consent of Coopers & Lybrand L.L.P.
23.2 Written consent of Arthur Andersen LLP
23.3 Written consent of KPMG Peat Marwick LLP
23.4 Written consent of Deloitte & Touche LLP
23.5 Written consent of Price Waterhouse LLP
23.6 Written consent of Neal S. Winneg (contained in
the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
_________________
1 Incorporated by reference to exhibits filed with the Company's
Current Report on Form 8-K dated July 21, 1995.
2 Incorporated by reference to exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July
1, 1995.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement; (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the change in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of the Registration Fee" table in the effective
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;
(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; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 this
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.
Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 15 above, 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 and is therefore unenforceable. In
the event that a claim of 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 a 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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-
3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Cambridge, the Commonwealth of Massachusetts on September
29, 1995.
SOFTKEY INTERNATIONAL INC.
By: /s/ Michael J. Perik
______________________________
Michael J. Perik
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each person
whose signature appears below hereby authorizes Neal S. Winneg and
R. Scott Murray and each of them, with full power of substitution,
to execute in the name and on behalf of such person any amendment
(including any post-effective amendment) to this Registration
Statement (or any other registration statement for the same
offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act) and to file the same, with
exhibits thereto, and other documents in connection therewith,
making such changes in this Registration Statement as the person(s)
so acting deems appropriate, and appoints each of such persons,
each with full power of substitution, attorney-in-fact to sign any
amendment (including any post-effective amendment) to this
Registration Statement (or any other registration statement for the
same offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act) and to file the same, with
exhibits thereto, and other documents in connection therewith.
Signature Title Date
/s/ Michael J. Perik Chairman of the September 29, 1995
_____________________ Board and
Michael J. Perik Chief Executive
Officer
(principal executive
officer)
/s/ R. Scott Murray Chief Financial September 29, 1995
_____________________ Officer
R. Scott Murray (principal financial
and accounting
officer)
/s/ Kevin O'Leary President and September 29, 1995
___________________ Director
Kevin O'Leary
/s/ Michael Bell Director September 29, 1995
___________________
Michael Bell
/s/ Robert Rubinoff Director September 29, 1995
___________________
Robert Rubinoff
/s/ Scott M. Sperling Director September 29, 1995
___________________
Scott M. Sperling
_____________________________________________________________________________
EXHIBIT INDEX
Exhibit No. Description
2.1 Share Purchase Agreement dated July 21, 1995 by
and among the Company, Ziff-Davis Verlag GmbH
and Helmut Kunkel(1)
2.2 Earn-Out Agreement dated July 21, 1995 by and
between the Company and Kunkel(1)
2.3 Stock Purchase Agreement by and among the
Company, Flextech Holdings Pte Ltd, Harry Fox,
Joseph Abrams, Sol Rosenberg, Mathew Barlow,
Samuel Zemsky, K. H. Trustees Ltd., Seth
Altholz and Shelly Abrahami dated July 17,
1995(2)
5.1 Opinion of Neal S. Winneg regarding legality of
securities being registered
23.1 Written consent of Coopers & Lybrand L.L.P.
23.2 Written consent of Arthur Andersen LLP
23.3 Written consent of KPMG Peat Marwick LLP
23.4 Written consent of Deloitte & Touche LLP
23.5 Written consent of Price Waterhouse LLP
23.6 Written consent of Neal S. Winneg (contained in
the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
_________________
1 Incorporated by reference to exhibits filed with the Company's
Current Report on Form 8-K dated July 21, 1995.
2 Incorporated by reference to exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July
1, 1995.
_____________________________________________________________________________
Exhibit 5.1
September 29, 1995
SoftKey International Inc.
One Athenaeum Street
Cambridge, Massachusetts 02142
Re: Public Offering of up to 1,440,163
Shares of the Common Stock of
SoftKey International Inc.
Ladies and Gentlemen:
I am Vice President and General Counsel of
SoftKey International Inc., a Delaware corporation (the
"Company"), and am issuing this opinion in connection
with the Registration Statement on Form S-3 being filed
by the Company with the Securities and Exchange
Commission (the "Commission") on the date hereof (the
"Registration Statement"). The Registration Statement
relates to the registration by the Company under the
Securities Act of 1933, as amended (the "1933 Act"), and
the sale by certain selling stockholders of the Company
(the "Selling Stockholders") of 1,440,163 shares (the
"Shares") of common stock of the Company, par value $.01
per share (the "Common Stock").
In this connection and as General Counsel for
the Company, I have examined and am familiar with
originals or copies, certified or otherwise identified to
my satisfaction, of the Registration Statement (together
with the form of preliminary prospectus forming a part
thereof); the Restated Certificate of Incorporation of
the Company, as amended, and the Bylaws of the Company,
as amended, each as in effect on the date hereof; certain
resolutions adopted by the Board of Directors of the
Company relating to the preparation and filing of the
Registration Statement, the original issuance and sale of
the Shares and certain related matters; a form of
specimen certificate for the Common Stock; certain
agreements, certificates of public officials,
certificates of officers or representatives for the
Company or others; and such other documents, certificates
and records as I have deemed necessary or appropriate as
a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as
originals, the conformity to original documents of all
documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals
of such copies. As to any facts material to the opinions
expressed herein which I have not independently
established or verified, I have relied upon statements
and representations of officers and other representatives
of the Company and others.
I am admitted to the Bar of the Commonwealth of
Massachusetts and do not purport to be an expert on, or
express any opinion concerning, any law other than the
substantive law of the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am
of the opinion that:
1. The Company has been duly organized and is
validly existing as a corporation in good standing with
the Secretary of State under the laws of the State of
Delaware.
2. Assuming the conformity of the certificates
representing the Shares to the form of the specimen
certificate for the Common Stock examined by me and the
due execution and delivery of such certificates, the
Selling Stockholder Shares have been duly authorized for
issuance, were validly issued and are fully paid and
nonassessable.
I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the
reference to me under the caption "Legal Matters" in the
prospectus filed as part of the Registration Statement.
In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is furnished by me, as counsel to
the Company, in connection with the filing of the
Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used,
circulated, quoted for any other purpose or otherwise
referred to or relied upon by any other person without my
express written permission.
Very truly yours,
Neal S. Winneg
General Counsel
_____________________________________________________________________________
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of SoftKey International Inc. on Form S-3 of our report
dated March 3, 1995 on our audit of the consolidated financial
statements and financial statement schedule of SoftKey
International Inc. as of December 31, 1994 and for the year then
ended, which report is included in the 1994 Annual Report on Form
10-K. We also consent to the reference to our firm under the
caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 26, 1995
_____________________________________________________________________________
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 16, 1995 included in SoftKey International
Inc.'s Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSON LLP
Boston, Massachusetts
September 26, 1995
_____________________________________________________________________________
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated September 13, 1993,
relating to the consolidated balance sheet of WordStar
International Incorporated and subsidiaries as of June 30, 1993,
and their related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the
two-year period ended June 30, 1993, and the related schedule,
incorporated by reference in this registration statement on Form
S-3 and to the reference to our firm under the heading "Experts"
in the prospectus.
/s/ KPMG PEAT MARWICK LLP
San Francisco, California
September 26, 1995
_____________________________________________________________________________
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of SoftKey International Inc. on Form S-3 of the report
of Deloitte & Touche dated September 30, 1992 (except for Note
12, for which the date is October 12, 1992) (which report
expresses an unqualified opinion and includes an explanatory
paragraph referring to an uncertainty in connection with an
arbitration proceeding) relating to the financial statements of
Spinnaker Software Corporation (not presented separately herein)
and to the reference to Deloitte & Touche LLP under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 26, 1995
_____________________________________________________________________________
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated September 28, 1993, except as to
Note 12 which is as of December 3, 1993, relating to the
consolidated financial statements of Spinnaker Software
Corporation, appearing on page 27 of SoftKey International Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Boston, Massachusetts
September 26, 1995
