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.
1996 STOCK OPTION PLAN
___________________________________________________________________________
(Full Title of the Plan)
Michael J. Perik
Chairman of the Board and Chief Executive Officer
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
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Price Fee
Share(1) (1)
Common Stock, par 5,000,000 $19.81 $99,050,000 $34,156.00
value $0.01 per share shares
(1) Estimated 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 April 1, 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 pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since January 6,
1996, (iii) the description of the Registrant's common
stock, par value $0.01 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 Securities and Exchange
Commission (the "Commission") for the purpose of updating
such description.
All documents subsequently filed with the Commission 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 amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing of such 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, Vice
President and 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 to any of 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, 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
interest 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 Registrant's Restated Certificate of
Incorporation, as amended, provides for the limitation 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 director's 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 in 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the
Registrant, as amended1
4.2 Bylaws of the Registrant, as amended2
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, Independent
Accountants
23.3 Consent of KPMG Peat Marwick LLP, Independent
Accountants
23.4 Consent of Price Waterhouse LLP, Independent
Accountants
23.5 Consent of Price Waterhouse LLP, Independent
Accountants
23.6 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 Registration Statement)
1 Incorporated herein by reference to exhibits filed with
the Registrant's Annual Report on Form 10-K for the
year ended January 6, 1996.
2 Incorporated herein by reference to exhibits 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
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;
(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 the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
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
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the 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,
Commonwealth of Massachusetts, on April 8, 1996.
SOFTKEY INTERNATIONAL INC.
Registrant
By: /s/ Michael Perik
Michael 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 Perik 04/08/96 Chairman of the Board and
Michael J. Perik Chief Executive Officer
(principal executive officer)
/s/ R. Scott Murray 04/08/96 Chief Financial Officer
R. Scott Murray (principal financial and
accounting officer)
/s/ Kevin O'Leary 04/08/96 President and Director
Kevin O'Leary
/s/ Michael Bell 04/08/96 Director
Michael Bell
/s/ James C. Dowdle 04/08/96 Director
James C. Dowdle
/s/ Robert Gagnon 04/08/96 Director
Robert Gagnon
/s/ Robert Rubinoff 04/08/96 Director
Robert Rubinoff
/s/ Scott M. Sperling 04/08/96 Director
Scott M. Sperling
EXHIBIT INDEX
Exhibit
Number Page No.
4.1 Restated Certificate of --
Incorporation of the Registrant,
as amended1
4.2 Bylaws of the Registrant, as --
amended2
5 Opinion of Neal S. Winneg, Esq. 14
23.1 Consent of Coopers & Lybrand 16
L.L.P., Independent Accountants
23.2 Consent of Arthur Andersen LLP, 17
Independent Accountants
23.3 Consent of KPMG Peat Marwick LLP, 18
Independent Accountants
23.4 Consent of Price Waterhouse LLP, 19
Independent Accountants
23.5 Consent of Price Waterhouse LLP, 20
Independent Accountants
23.6 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
Registration Statement)
1 Incorporated herein by reference to exhibits filed with the
Registrant's Annual Report on Form 10-K for the year ended
January 6, 1996.
2 Incorporated herein by reference to exhibits filed with the
Registrant's Registration Statement on Form S-3 dated
January 23, 1995 (File No. 33-88728).
Exhibit 5
April 8, 1996
SoftKey International Inc.
One Athenaeum Street
Cambridge, Massachusetts 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 "Company"), 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"), 5,000,000 shares (the "Shares") of
common stock of the Company, par value $0.01 per share, issuable
upon the exercise of options granted under the SoftKey
International Inc. 1996 Stock Option Plan (the "Plan") and
pursuant to other Awards (as defined in the Plan) which may be
granted under the Plan.
In this connection, I have examined and am familiar with
originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, (ii) the Plan,
(iii) forms of Award Agreements (as defined in the Plan), (iv)
the Restated Certificate of Incorporation and Bylaws of the
Company, as amended and as currently in effect, (v) certain
resolutions adopted by the Board of Directors of the Company
relating to the issuance of the Shares and certain related
matters and (vi) 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 other officers and
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 the foregoing, I am of the opinion
that the Shares have been duly authorized for issuance and, when
the Shares have been paid for and certificates therefor have been
issued and delivered upon exercise of options or pursuant to
other Awards in accordance with the terms of the Plan and the
corresponding Award Agreement as contemplated by the Registration
Statement, the Shares will be validly issued, 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 Commission promulgated thereunder.
This opinion is furnished by me, as Vice President and
General Counsel of 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 the express written permission
of the Company.
Very truly yours,
/s/ Neal S. Winneg
Neal S. Winneg
Vice President and
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-8 to register shares of
Common Stock related to Softkey
International Inc.'s 1996 Stock Option Plan 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
April 4, 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
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 4, 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.
1996 Stock Option Plan, of our report dated
September 13, 1993, relating 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 December 31, 1995 annual report on Form 10-K
of SoftKey International Inc.
/s/ KPMG Peat Marwick
LLP
KPMG Peat Marwick LLP
San Francisco, California
April 4, 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 Decmber 3, 1993, relating to the consolidated
financial statements of Spinnaker Software
Corporation, appearing on page 32 of the Annual
Report on Form 10-K for the fiscal year ended
January 6, 1996.
PRICE WATERHOUSE LLP
Boston, Massachusetts
April 4, 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
International 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.
PRICE WATERHOUSE LLP
Chicago, Illinois
April 5, 1996
