SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOFTKEY INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
94-2562108
(I.R.S. Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
SOFTKEY INTERNATIONAL INC. LONG TERM EQUITY INCENTIVE PLAN
MINNESOTA EDUCATIONAL COMPUTING CORPORATION (MECC)
AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN
MINNESOTA EDUCATIONAL COMPUTING CORPORATION (MECC)
AMENDED AND RESTATED 1991 RESTRICTED STOCK PURCHASE AND NON-QUALIFIED
OPTION PLAN
(Full Title of the Plan)
Neal S. Winneg
General Counsel
SoftKey International Inc.
One Athenaeum Street, Cambridge, Massachusetts 02142
(Name and Address of Agent for Service)
(617) 494-1200
Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maxi-
Title of Securities Amount Maximum Of- mum Aggregate Amount of
to be to be fering Price Offering Price Registration
Registered Registered Per Share Fee
Common Stock, par 2,747,852 (1) $50,446,639 $17,395.39
value $.01 per share shares
(1) With respect to 1,197,852 shares, the offering price is computed
pursuant to paragraph (h) of Rule 457 under the Securities Act of
1933, as amended, on the basis of the varying prices at which the
options may be exercised, with the maximum such exercise price
being $25.16. With respect to 1,550,000 shares as to which the
offering price is not known, the offering price per share is
estimated at $26.06 solely for the purpose of calculating the
registration fee pursuant to paragraphs (c) and (h) of Rule 457
under 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 May 23, 1996.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There is incorporated herein by reference (i) the
Annual Report on Form 10-K of SoftKey International Inc.
(the "Registrant") (File No. 0-13069) for the fiscal year
ended January 6, 1996, (ii) all other reports filed by
Registrant pursuant to Section 13(a) or 15(d) of the Securi-
ties Exchange Act of 1934, as amended (the "Exchange Act"),
since January 6, 1996, (iii) the description of the
Registrant's Common Stock, par value $.01 per share (the
"Common Stock"), contained in the Registrant's registration
statement filed pursuant to Section 12(g) of the Exchange
Act, and (iv) any amendment or report filed with the Securi-
ties and Exchange Commission (the "Commission") for the
purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amend-
ment 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 thereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be
passed upon for the Registrant by Neal S. Winneg, General
Counsel of the Registrant. Mr. Winneg owns options to
purchase an aggregate of 114,375 shares of Common Stock,
which are or become exercisable in periodic installments
through February 1999.
ITEM 6. 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 its stockholders for monetary damages for a breach of
fiduciary duty as a director, except 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' 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 provides for elimination of directors' person-
al 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 director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve inten-
tional 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 Corpora-
tion Law is amended after approval by the stockholders of
this Section to authorize corporate action further eliminat-
ing 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 protec-
tion 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 represen-
tative, 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 enter-
prise, 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 indemni-
fied 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 indem-
nification 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; provid-
ed, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceed-
ing (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 deliv-
ery 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 direc-
tor, 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' liabili-
ty insurance which would indemnify the directors and offi-
cers 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1* Restated Certificate of Incorporation
of the Registrant
4.2** Bylaws of the Registrant, as amended
5 Opinion of Neal S. Winneg, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
23.2 Consent of Arthur Andersen LLP, Inde-
pendent Accountants
23.3 Consent of KPMG Peat Marwick LLP, In-
dependent Accountants
23.4 Consent of Price Waterhouse LLP, Inde-
pendent Accountants
23.5 Consent of Price Waterhouse LLP, Inde-
pendent Accountants
23.6 Consent of Deloitte & Touche LLP,
Independent Accountants
23.7 Consent of Neal S. Winneg, Esq. (con-
tained in the opinion filed as Exhibit 5
to this Registration Statement)
24 Power of Attorney (included on the
signature page of the Registration
Statement)
*Incorporated herein by reference to Exhibit 2.1 filed with
the Registrant's Annual Report on Form 10-K for the year
ended January 6, 1996 (File No. 0-13069).
**Incorporated herein by reference to Exhibit 3.2 filed with
the Registrant's Registration Statement on Form S-3 dated
January 23, 1995 (File No. 33-88728).
ITEM 9. 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 Sec-
tion 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 in-
formation 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 in the
information set forth 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 securi-
ties at that time shall be deemed to be the ini-
tial 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 incor-
porated 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 securi-
ties at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to direc-
tors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 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
Act 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 con-
trolling 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 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cambridge, Common-
wealth of Massachusetts, on May 28, 1996.
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
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 and to file the same, with exhibits
thereto, and other documents in connection therewith.
Name Date Title
/s/ Michael J. Perik
__________________ 5/28/96 Chairman of the Board and
Michael J. Perik Chief Executive Officer
(principal executive officer)
/s/ R. Scott Murray
__________________ 5/28/96 Chief Financial Officer
R. Scott Murray (principal financial and
accounting officer)
/s/ Kevin O'Leary
__________________ 5/28/96 President and Director
Kevin O'Leary
/s/ Michael Bell
__________________ 5/28/96 Director
Michael Bell
/s/ Robert Gagnon
__________________ 5/28/96 Director
Robert Gagnon
/s/ Robert Rubinoff
__________________ 5/28/96 Director
Robert Rubinoff
__________________ ______ Director
Scott M. Sperling
/s/ James C. Dowdle
__________________ 5/28/96 Director
James C. Dowdle
EXHIBIT INDEX
Exhibit
Number Page No.
4.1* Restated Certificate of Incorpo-
ration of the Registrant
4.2** Bylaws of the Registrant, as
amended
5 Opinion of Neal S. Winneg, Esq. 12
23.1 Consent of Coopers & Lybrand 14
L.L.P., Independent Accountants
23.2 Consent of Arthur Andersen LLP, 15
Independent Accountants
23.3 Consent of KPMG Peat Marwick LLP, 16
Independent Accountants
23.4 Consent of Price Waterhouse LLP, 17
Independent Accountants
23.5 Consent of Price Waterhouse LLP, 18
Independent Accountants
23.6 Consent of Deloitte & Touche LLP, 19
Independent Accountants
23.7 Consent of Neal S. Winneg, Esq.
(contained in the opinion filed
as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on
the signature page of the Regis-
tration Statement)
*Incorporated herein by reference to Exhibit 2.1 filed with the
Registrant's Annual Report on Form 10-K for the year ended
January 6, 1996 (File No. 0-13069).
**Incorporated herein by reference to Exhibit 3.2 filed with the
Registrant's Registration Statement on Form S-3 dated January 23,
1995 (File No. 33-88728).
Exhibit 5
May 28, 1996
SoftKey International Inc.
One Athenaeum Street
Cambridge, MA 02142
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Vice President and General Counsel of SoftKey
International Inc., a Delaware corporation (the "Compa-
ny"), and am issuing this opinion in connection with the
Registration Statement on Form S-8 being filed by the
Company with the Securities and Exchange Commission (the
"Commission") on the date hereof (the "Registration
Statement") for the purpose of registering with the
Commission under the Securities Act of 1933, as amended
(the "1933 Act"), 2,747,842 shares (the "Shares") of
common stock of the Company, par value $.01 per share,
issuable upon the exercise of options granted under the
SoftKey International Inc. Long Term Equity Incentive
Plan (the "LTIP"), the Minnesota Educational Computing
Corporation (MECC) Amended and Restated 1995 Stock Incen-
tive Plan (the "1995 Plan") and the Minnesota Educational
Computing Corporation (MECC) Amended and Restated 1991
Restricted Stock Purchase and Non-Qualified Option Plan
(the "1991 Plan").
In this connection, I have examined and am familiar
with originals or copies, certified or otherwise identi-
fied to my satisfaction, of (i) the Registration State-
ment, (ii) the LTIP, (iii) the 1995 Plan, (iv) the 1991
Plan, (v) the Restated Certificate of Incorporation and
the Bylaws of the Company, as amended, each as currently
in effect, (vi) certain resolutions adopted by the Board
of Directors of the Company relating to the issuance of
the Shares and certain related matters, 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 sub-
mitted 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 inde-
pendently 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 the Shares have been duly authorized for
issuance and, when Shares have been paid for and certifi-
cates therefor have been issued and delivered upon exer-
cise of options in accordance with the terms of the LTIP,
the 1995 Plan or the 1991 Plan as contemplated by the
Registration Statement, the Shares will be validly is-
sued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
an exhibit to 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 commis-
sion promulgated thereunder.
This opinion is furnished by me, as counsel to the
Company, in connection with the filing of the Registra-
tion 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 the express
written permission of the Company.
Very truly yours,
/s/ Neal S. Winneg
_______________________
Neal S. Winneg
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of SoftKey International Inc. on
Form S-8 of our report dated February 20, 1996, on our
audits of the consolidated balance sheets of SoftKey
International Inc. as of December 31, 1995 and 1994,
and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years
ended December 31, 1995 and 1994, and the related
financial statement schedule.
/s/ COOPERS & LYBRAND L.L.P.
_______________________________
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 28, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement
on Form S-8 of our report dated January 16, 1995 included
in SoftKey International Inc.'s Form 10-K for the year ended
January 6, 1996 and to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 28, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
SoftKey International Inc.
(formerly WordStar International Incorporated):
We consent to incorporation by reference in the
registration statement on Form S-8 of SoftKey
International Inc. for the SoftKey International Inc.
Long Term Equity Incentive Plan, the Minnesota
Educational Computing Corporation (MECC) Amended and
Restated 1995 Stock Incentive Plan and the Minnesota
Educational Computing Corporation (MECC) 1991 Re-
stricted Stock Purchase and Non-Qualified Option
Plan, of our report dated September 13, 1993, relat-
ing to the consolidated statements of operations,
stockholders' equity, and cash flows for the year
ended June 30, 1993, and the related schedule, of
WordStar International Incorporated and subsidiaries,
which report appears in the January 6, 1996 annual
report on Form 10-K of SoftKey International Inc.
/s/ KPMG Peat Marwick LLP
San Francisco, California
May 28, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of
SoftKey International Inc. 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 Corpora-
tion, appearing on page 32 of the Annual Report on
Form 10-K for the fiscal year ended January 6, 1996.
/s/ PRICE WATERHOUSE LLP
________________________
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 28, 1996
Exhibit 23.5
Consent of Independent Accountants
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of SoftKey Inter-
national Inc. ("SoftKey") of our report dated January 5,
1996, relating to the combined financial statements of
Compton's New Media Group as of December 25, 1994 and for
the fiscal year then ended, which appears in the Current
Report on Form 8-K/A of SoftKey dated January 25, 1996.
/s/ PRICE WATERHOUSE LLP
________________________
PRICE WATERHOUSE LLP
Chicago, Illinois
May 28, 1996
Exhibit 23.6
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of SoftKey International Inc. on
Form S-8 of our report dated May 24, 1995 (June 30,1995 as
to the second paragraph of Note 4) relating to the finan-
cial statements of Minnesota Educational Computing Corpo-
ration (MECC) for each of the years in the period ended
March 31, 1995 included in the Form 8-K of SoftKey Inter-
national Inc. filed on May 21, 1996.
/s/ Deloitte & Touche LLP
_________________________
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
May 23, 1996
