<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE LEARNING COMPANY, INC.
--------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-2562108
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Athenaeum Street, Cambridge, MA 02142
-----------------------------------------
(Address of principal executive offices) (Zip Code)
ABC/EA HOME SOFTWARE, INC. 1994 STOCK OPTION PLAN
CREATIVE WONDERS, INC. 1997 STOCK OPTION PLAN
---------------------------------------------
(Full title of the Plans)
Neal S. Winneg, Esq.
Vice President and General Counsel
The Learning Company, Inc.
One Athenaeum Street
Cambridge, Massachusetts 02142
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(Name and address of agent for service)
(617) 494-1200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price (2) Fee
---------- ------------ -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 8,826 shares (2) $24,966.96 $8.00
$.01 par value
per share
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</TABLE>
_______________________________
(1) Consists of 5,504 shares issuable under the ABC/EA Home Software, Inc. 1994
Stock Option Plan and 3,322 shares issuable under the Creative Wonders, Inc.
1997 Stock Option Plan.
(2) 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 price at which the
options may be exercised, with the maximum exercise price per share being $4.21.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-43653, filed by the
Registrant on January 2, 1998, relating to the ABC/EA Home Software, Inc. 1994
Stock Option Plan and the Creative Wonders, Inc. 1997 Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this
27th day of January, 1998.
THE LEARNING COMPANY, INC.
By:/s/ Michael J. Perik
--------------------------
Michael J. Perik
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Learning Company, Inc.
hereby severally constitute Michael J. Perik, R. Scott Murray and Neal S.
Winneg, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable The Learning
Company, Inc. to comply with the provisions of the Securities Act and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Capacity Date
---------- -------- ----
/s/ Michael J. Perik Chairman of the Board January 27, 1998
----------------------------- and Chief Executive Officer
Michael J. Perik (Principal Executive Officer)
/s/ R. Scott Murray Executive Vice President January 27, 1998
----------------------------- and Chief Financial Officer
R. Scott Murray (Principal Financial and
Accounting Officer)
/s/ Kevin O'Leary Director and President January 27, 1998
-----------------------------
Kevin O'Leary
Director January , 1998
-----------------------------
Lamar Alexander
Director January , 1998
-----------------------------
Michael A. Bell
/s/ James C. Dowdle Director January 27, 1998
-----------------------------
James C. Dowdle
/s/ Robert Gagnon Director January 27, 1998
-----------------------------
Robert Gagnon
/s/ Charles L. Palmer Director January 27, 1998
-----------------------------
Charles L. Palmer
Director January , 1998
-----------------------------
Carolynn N. Reid-Wallace
/s/ Robert A. Rubinoff Director January 27, 1998
-----------------------------
Robert A. Rubinoff
Director January , 1998
-----------------------------
Scott M. Sperling
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/s/ Anthony J. DiNovi Director January 27, 1998
-----------------------------
Anthony J. DiNovi
Director January , 1998
-----------------------------
Mark E. Nunnelly
/s/ Paul J. Zepf Director January 27, 1998
-----------------------------
Paul J. Zepf
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number
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4.1(1) Restated Certificate of Incorporation, as
amended
4.2(1) By-Laws, as amended
5 Opinion of Neal S. Winneg, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.,
Independent Accountants
23.2 Consent of Neal S. Winneg, Esq.
(included in Exhibit 5).
24 Power of Attorney (included in the signature
pages of this Registration Statement).
- ----------
(1) Incorporated herein by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended July 6, 1996.
<PAGE> 1
Exhibit 5
January 27, 1998
The Learning Company, 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 The Learning Company, 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"), an aggregate of
8,826 shares (the "Shares") of common stock of the Company, par value $.01 per
share, issuable upon the exercise of options granted under the ABC/EA Home
Software, Inc. 1994 Stock Option Plan (the "ABC/EA Plan") and the Creative
Wonders, Inc. 1997 Stock Option Plan (the "Creative Wonders 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 ABC/EA Plan, (iii) the Creative Wonders Plan,
(iv) the Restated Certificate of Incorporation and the Bylaws of the Company, as
amended, each 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 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 certificates therefor have been issued and delivered upon exercise of
options in accordance with the terms of the ABC/EA Plan and the Creative Wonders
Plan, 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 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
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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
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
The Learning Company, Inc. (formerly known as Softkey International Inc.) on
Form S-8 of our report dated March 27, 1997, on our audits of the consolidated
financial statements and financial statement schedule of valuation and
qualifying accounts of The Learning Company, Inc. as of January 4, 1997 and
January 6, 1996 and for each of the three fiscal years in the period ended
January 4, 1997, which report is included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 28, 1998
