UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 6, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 0-13069
SOFTKEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2562108
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
ONE ATHENAEUM STREET
CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 494-1200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
(None) (None)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant as of March 1, 1996 was approxi-
mately $591,137,488. As of March 1, 1996, 31,633,774 shares of the
registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Special Meeting in Lieu of
Annual Meeting of Stockholders to be held on May 16, 1996 are incor-
porated by reference into Part III.
PORTIONS AMENDED
Part IV, Item 14(a)(3) of the Registrant's Annual Report on Form
10-K for the fiscal year ended January 6, 1996, is amended and
restated as set forth below.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) Documents filed as part of this report.
(3) EXHIBITS
Exhibit
Number Description
2.1 Amended and Restated Combination Agreement by and among
Wordstar International Incorporated, SoftKey Software
Products Inc., Spinnaker Software Corporation and SSC
Acquisition Corporation dated as of August 17, 1993, as
amended(1)
2.2 Agreement and Plan of Merger dated November 30, 1995 by
and among the Company, Cubsco I Inc., Cubsco II Inc.,
Tribune Company, Compton's NewMedia, Inc., and
Compton's Learning Company(2)
2.3 SoftKey/TLC Agreement and Plan of Merger dated December
6, 1995 among the Company, Kidsco Inc. and The Learning
Company(2)
2.4 Agreement and Plan of Merger by and among the Company,
SchoolCo Inc. and Minnesota Educational Computing Cor-
poration (MECC) dated as of October 30, 1995(3)
3.1 Restated Certificate of Incorporation, as amended(14)
3.2 Bylaws of the Company, as amended(4)
4.1 Indenture dated as of October 16, 1995 between the
Company and State Street Bank and Trust Company, as
Trustee, for 5 1/2% Senior Convertible Notes due 2000
(the "Indenture")(3)
4.2 First Supplemental Indenture to the Indenture, dated as
of November 22, 1995, by and between the Company and
the State Street Bank and Trust Company, as Trustee(5)
4.3 Note Resale Registration Rights Agreement dated as of
October 23, 1995 by and between the Company, on the one
hand, and the Initial Purchasers set forth therein, on
the other hand (the "Registration Rights Agreement")(5)
4.4 Letter Agreement dated November 22, 1995 amending the
Registration Rights Agreement(5)
4.5 Form of Securities Resale Registration Rights Agreement
by and among the Company and Tribune Company(6)
4.6 Form of Indenture between the Company and State Street
Bank and Trust Company, as Trustee, for 5 1/2% Senior
Convertible/Exchangeable Notes Due 2000(2)
10.1 SoftKey Production Agreement dated April 6, 1994 by and
between the Company and R.R. Donnelley & Sons Company(7)
10.2 Employment Agreement dated May 27, 1994 by and between
the Company and Michael Perik(8)
10.3 Employment Agreement dated May 27, 1994 by and between
the Company and Kevin O'Leary(8)
10.4 Employment Agreement dated February 1, 1994 by and
between the Company and R. Scott Murray(7)
10.5 Employment Agreement dated October 8, 1993 by and be-
tween SoftKey Software Products Inc. and David E.
Patrick(7)
10.6 1991 Employee Payroll Stock Purchase Plan(9)
10.7 1994 Non-Employee Director Stock Option Plan, as amend-
ed and restated effective February 5, 1996(14)
10.8 Form of Stock Option Agreement under 1994 Non-Employee
Director Stock Option Plan(14)
10.9 Employment Agreement dated September 15, 1993 by and
between WordStar International Incorporated and Edward
Sattizahn(8)
10.10 Employment Agreement dated June 20, 1994 by and between
the Company and Neal S. Winneg(8)
10.11 Credit Agreement dated as of September 30, 1994 between
SoftKey Inc. and Fleet Bank of Massachusetts, N.A.(10)
10.12 Second Amendment dated as of May 17, 1995 by and be-
tween SoftKey Inc. and Fleet Bank of Massachusetts,
N.A. to Credit Agreement dated as of September 30,
1994(11)
10.13 Third Amendment dated as of December 22, 1995 by and
among SoftKey Inc. and Fleet Bank of Massachusetts,
N.A. to Credit Agreement dated as of September 30,
1994(14)
10.14 Fourth Amendment dated as of February 28, 1996 by and
among SoftKey Inc. and Fleet Bank of Massachusetts,
N.A. to Credit Agreement dated as of September 30,
1994(14)
10.15 Employment Agreement dated March 1, 1994 by and between
SoftKey Software Products Inc. and Robert Gagnon(12)
10.16 Amendment No. 1 dated as of March 1, 1995, to Employ-
ment Agreement dated as of February 1, 1994 by and
between R. Scott Murray and the Company(12)
10.17 Sublease Agreement dated as of January 5, 1995 by and
between Mellon Financial Services Corporation #1 and
SoftKey Inc.(12)
10.18 Continuing Guaranty of Lease dated as of January 5,
1995 by the Company in favor of Mellon Financial Ser-
vices Corporation #1(12)
10.19 1990 Long Term Equity Incentive Plan, as amended and
restated through June 2, 1995(11)
10.20 Form of Stock Option Agreement under 1990 Long Term
Equity Incentive Plan(14)
10.21 Stock Purchase Agreement by and between SoftKey Inter-
national Inc., Flextech Holdings Pte Ltd, Harry Fox,
Joseph Abrams, Sol Rosenberg, Mathew Barlow, Samuel
Zemsky, K.H. Trustees Ltd., Seth Altholz and Shelly
Abrahami dated as of July 17, 1995(11)
10.22 Share Purchase Agreement dated July 21, 1995 by and
among the Company, Ziff-Davis Verlag GmbH and Helmut
Kunkel(13)
10.23 Earn-Out Agreement dated July 21, 1995 by and between
the Company and Helmut Kunkel(13)
10.24 1996 Stock Option Plan(14)
10.25 Form of Stock Option Agreement under 1996 Stock Option
Plan(14)
10.26 Form of Standstill Agreement by and between the Company
and Tribune Company(6)
11.1 Statement Re: Computation of Per Share Earnings(14)
21.1 Subsidiaries of the Company(14)
23.1 Written Consent of Coopers & Lybrand L.L.P.(14)
23.2 Written Consent of Arthur Andersen LLP(14)
23.3 Written Consent of KPMG Peat Marwick LLP(14)
23.4 Written Consent of Price Waterhouse LLP(14)
27 Financial Data Schedule*
_________________________
* Filed herewith; all other exhibits were previously filed.
1 Incorporated by reference to schedules included in the
Company's definitive Joint Management Information Circular
and Proxy Statement dated December 27, 1993.
2 Incorporated by reference to exhibits filed with the
Company's Current Report on Form 8-K dated December 11, 1995.
3 Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995.
4 Incorporated by reference to exhibits filed with the
Company's Registration Statement on Form S-3 (Reg. No.
33-88728) filed January 23, 1995.
5 Incorporated by reference to exhibits filed with the
Company's Registration Statement on Form S-3 (Reg No. 333-145),
filed January 26, 1996.
6 Filed as exhibits to Exhibit 2.2 hereto.
7 Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 2, 1994.
8 Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 2, 1994.
9 Incorporated by reference to exhibits filed with the
Company's Annual Report on Form 10-K for the Transition
period ended June 30, 1992.
10 Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended October 1, 1994.
11 Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 1, 1995.
12 Incorporated by reference to exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
13 Incorporated by reference to exhibits filed with the
Company's Current Report on Form 8-K dated July 21, 1995.
14 Incorporated by reference to exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
January 6, 1996, of which this Amendment No. 1 on Form 10-K/A
is a part.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SOFTKEY INTERNATIONAL INC.
By: /s/ Neal S. Winneg
Neal S. Winneg
Vice President and
General Counsel
Date: May 15, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
consolidated balance sheet of Softkey International Inc. as of December 31, 1995
and the consolidated statements of operations, stockholders' equity and cash
flows for the year then ended, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-06-1996
<PERIOD-START> JAN-01-1995
<PERIOD-END> JAN-06-1996
<EXCHANGE-RATE> 1
<CASH> 77,832
<SECURITIES> 0
<RECEIVABLES> 32,402
<ALLOWANCES> 6,851
<INVENTORY> 18,997
<CURRENT-ASSETS> 152,858
<PP&E> 35,203
<DEPRECIATION> 15,582
<TOTAL-ASSETS> 900,413
<CURRENT-LIABILITIES> 130,947
<BONDS> 500,651
0
0
<COMMON> 304
<OTHER-SE> 214,215
<TOTAL-LIABILITY-AND-EQUITY> 900,413
<SALES> 167,042
<TOTAL-REVENUES> 167,042
<CGS> 53,070
<TOTAL-COSTS> 53,070
<OTHER-EXPENSES> 174,842
<LOSS-PROVISION> 22,358
<INTEREST-EXPENSE> 5,379
<INCOME-PRETAX> (60,165)
<INCOME-TAX> 5,795
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (65,960)
<EPS-PRIMARY> (2.65)
<EPS-DILUTED> (2.65)
</TABLE>
