<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOFTKEY INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-2562108
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
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)
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NEAL S. WINNEG
VICE PRESIDENT AND GENERAL COUNSEL
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)
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Copies to:
<TABLE>
<S> <C>
LOUIS A. GOODMAN MARK G. BORDEN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM HALE AND DORR
ONE BEACON STREET 60 STATE STREET
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02109
(617) 573-4800 (617) 526-6000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES 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, check the following box: / /
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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: /X/ 33-60087
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: / / 33-
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share................................. 379,499 shares $29.19 $11,077,575.81 $3,819.85
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<FN>
(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 June 26, 1995.
</TABLE>
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.
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<PAGE> 2
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.01 per share, of SoftKey
International Inc., a Delaware corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 33-60087) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
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 June
26, 1995.
SOFTKEY INTERNATIONAL INC.
By: /s/ MICHAEL J. PERIK
------------------------------------
Michael J. Perik
Chairman of the Board and Chief
Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 26, 1995 by the following
persons in the capacities indicated.
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and June 26, 1995
- ------------------------------------- Chief Executive Officer
Michael J. Perik (principal executive officer)
* Chief Financial Officer June 26, 1995
- ------------------------------------- (principal financial and accounting
R. Scott Murray officer)
* President and Director June 26, 1995
- -------------------------------------
Kevin O'Leary
* Director June 26, 1995
- -------------------------------------
Michael Bell
* Director June 26, 1995
- -------------------------------------
Rober Gagnon
* Director June 26, 1995
- -------------------------------------
Robert Rubinoff
* Director June 26, 1995
- -------------------------------------
Scott M. Sperling
</TABLE>
*By: /s/ NEAL S. WINNEG
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Neal S. Winneg, as
attorney-in-fact for
each of the persons
indicated
II-1
<PAGE> 4
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<C> <S> <C>
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 the Company's
Registration Statement on Form S-3 (Registration No. 33-60087))**
<FN>
- ---------------
* Filed herewith.
** Filed with the Securities and Exchange Commission on June 9, 1995.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
June 26, 1995
SoftKey International Inc.
One Athenaeum Street
Cambridge, MA 02142
Re: Public Offering of up to 379,499 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"), of
up to 349,499 shares (the "Company Shares") to be sold
by the Company and 30,000 shares (the "Selling
Stockholder Shares") to be sold by certain selling
stockholders of the Company (the "Selling Stockholders")
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
<PAGE> 2
SoftKey International Inc.
June 26, 1995
Page 2
the Registration Statement and the registration of the
Company Shares and the Selling Stockholder Shares, the
issuance and sale of the Company Shares by the Company,
the approval of the Company's Long Term Equity Incentive
Plan (the "LTIP") and form of Award Agreement for the
grant of employee stock options under the LTIP (the
"Award Agreement") and certain related matters; the
form of proposed Underwriting Agreement (the
"Underwriting Agreement") among the Company, the
Selling Stockholders and the Underwriters named therein
(the "Underwriters") filed as an exhibit to the
Registration Statement; letters to certain of the
Selling Stockholders relating to adjustments in the
exercise price of certain employee stock options
resulting from business combinations involving the
Company (the "Option Letters"); the form of resolutions
to be adopted by the Offering Committee of the Company's
Board of Directors (the "Offering Committee"); a form
of specimen certificate for the Common Stock; certain
agreements, certificates of public officials,
certificates of officers or representatives of 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 under the
laws of the State of Delaware.
2. Assuming (a) that the Offering Committee approves
the price at which the Company Shares are sold to the
Underwriters pursuant to the Underwriting Agreement and
(b) the conformity of the certificates representing the
Company 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 Company
Shares have been duly authorized for issuance and, when
certificates therefor have been issued, paid for and
delivered as contemplated in the Registration Statement,
the Company Shares will be validly issued, fully paid
and nonassessable.
3. Assuming that Selling Stockholder Shares to be
issued by the Company to certain of the Selling
Stockholders pursuant to the exercise of employee stock
options granted under the LTIP are acquired by such
Selling Stockholders through the exercise of such
options in accordance with the terms of the Award
Agreement and the Option Letters and (b) the conformity
of the certificates representing the Selling Stockholder
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
<PAGE> 3
SoftKey International Inc.
June 26, 1995
Page 3
Stockholder Shares have been duly authorized for
issuance, and have been or will be validly issued,
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 or quoted for
any 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion 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 Annual Report on Form 10-K. We also consent to
the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 23, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated January 16, 1995 and to all references to our Firm included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 23, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
SoftKey International Inc.
(formerly WordStar International Incorporated):
We consent to the use of our report included herein dated September 13,
1993, relating to the consolidated balance sheets 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, and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
San Francisco, California
June 23, 1995
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
No. 33-60087 of SoftKey International Inc. on Form S-3 of our report 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 therein) appearing in the Annual Report on
Form 10-K of SoftKey International, Inc. for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 23, 1995
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use 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, which
appears in such Prospectus. We also consent to the references to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 23, 1995
