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As filed with the Securities and Exchange Commission on December 7, 1995
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EDMARK CORPORATION
(Exact name of issuer as specified in its charter)
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WASHINGTON 91-0858263
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6727-185th Avenue NE, Redmond, Washington 98052
(Address of Principal Executive Offices) (Zip Code)
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EDMARK CORPORATION 1995 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
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PAUL N. BIALEK
VICE PRESIDENT - FINANCE AND ADMINISTRATION
CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
EDMARK CORPORATION
6727-185TH AVENUE NE
REDMOND, WASHINGTON 98052
(206) 556-8400
(Name, address and telephone number of agent for service)
With copies to: Michael E. Morgan
Gregory L. Anderson
Lane Powell Spears Lubersky
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
(206) 223-7000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, 120,000 $39.75 $4,770,000 $1,645
No par value
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</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock of Edmark Corporation (the "Company") as may become issuable by
reason of the anti-dilution provisions of the Company's 1995 Non-Employee
Directors' Stock Option Plan (the "Plan").
(2) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices of the Common Stock of the Company reported on the Nasdaq
National Market on December 5, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 -- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission
(the "Commission"):
(a) The description of the Company's Common Stock contained in the
Registration Statement on Form 10 (Registration No 0-19339) filed with the
Commission on June 7, 1991; and
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995; and
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to in (b) above.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares made
hereby shall be deemed to be incorporated by reference into this Prospectus.
ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered hereunder has been passed
upon by Lane Powell Spears Lubersky, Seattle, Washington. At December 4, 1995,
members of that firm beneficially owned an aggregate of 9,750 shares of Common
Stock of the Company.
ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article XII of the registrant's Bylaws provide for
indemnification of the registrant's directors, officers, employees and agents
to the fullest extent permitted by Washington law. Certain of the directors of
the registrant, who are affiliated with principal shareholders of the
registrant, also may be indemnified by such shareholders against liability they
may incur in their capacity as a director of the registrant, including pursuant
to a liability insurance policy for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally received a benefit in money, property or services to which
the director is not legally entitled. Article XIII of the registrant's Articles
of Incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, such limitations on a director's liability to the
registrant and its shareholders.
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ITEM 8 -- EXHIBITS
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
5.1 Opinion of Lane Powell Spears Lubersky.
10.1 Edmark Corporation 1995 Non-Employee Directors' Stock
Option Plan, filed as Exhibit B to the Company's 1995
Proxy Statement and incorporated by reference herein.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Lane Powell Spears Lubersky is contained in
their opinion filed as Exhibit 5.1 to this Registration
Statement.
</TABLE>
ITEM 9 -- UNDERTAKINGS
(1) 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 to include any
material information with respect to the plan of distribution not
previously disclosed in this 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,
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. (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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
Section 15(d) of the Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(3) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunder duly authorized, in the city of Redmond,
Washington, on December 7, 1995.
EDMARK CORPORATION
By /s/ SALLY G. NARODICK
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Sally G. Narodick
Chief Executive Officer and Chairman
POWERS OF ATTORNEY
Each of the undersigned hereby appoints Sally G. Narodick and Paul N.
Bialek, as his or her attorney-in-fact to sign his or her name, in any and all
capacities to any amendments (including post-effective amendments) to this
Registration Statement and to any other documents in connection therewith to be
filed with the Securities and Exchange Commission. Both of such attorneys have
the power to act with or without the other.
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:
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<CAPTION>
Signatures Titles Date
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<S> <C> <C>
/s/ SALLY G. NARODICK
----------------------------- Chief Executive Officer and December 7, 1995
Sally G. Narodick Chairman
/s/ PAUL N. BIALEK
----------------------------- Principal Accounting and December 7, 1995
Paul N. Bialek Principal Financial Officer
/s/ FRANCES M. CONLEY
----------------------------- Director December 7, 1995
Frances M. Conley
/s/ ALLEN EPSTEIN
----------------------------- Director December 7, 1995
Allan Epstein
/s/ HARVEY N. GILLIS
----------------------------- Director December 7, 1995
Harvey N. Gillis
/s/ ALLEN D. GLENN
----------------------------- Director December 7, 1995
Allen D. Glenn
/s/ DOUGLAS J. MACKENZIE
----------------------------- Director December 7, 1995
Douglas J. MacKenzie
/s/ TIMOTHY MOTT
----------------------------- Director December 7, 1995
Timothy Mott
/s/ W. HUNTER SIMPSON
----------------------------- Director December 7, 1995
W. Hunter Simpson
/s/ RICHARD S. THORP
----------------------------- Director December 7, 1995
Richard S. Thorp
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
5.1 Opinion of Lane Powell Spears Lubersky.
10.1 Edmark Corporation 1995 Non-Employee Directors' Stock Option
Plan, filed as Exhibit B to the Company's 1995 Proxy Statement
and incorporated by reference herein.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Lane Powell Spears Lubersky is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
</TABLE>
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EXHIBIT 5.1
December 7, 1995
EDMARK CORPORATION
6727 185th Ave. N.E.
Redmond, WA 98052
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Edmark Corporation (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of
the Registration Statement on Form S-8 (the "Registration Statement"), relating
to 120,000 shares of common stock, no par value per share, of the Company (the
"Common Stock") being offered pursuant to the Company's 1995 Non-Employee
Directors' Stock Option Plan (the "Plan").
In rendering this opinion letter, we have relied as to matters of material fact
upon the representations of members of the Company's management; however, we
have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as photostatic or certified
copies and the authenticity of the originals of such copies. In connection
with this letter, we have concerned ourselves solely with the application of
the laws of the State of Washington and the laws of the United States, and no
opinion is expressed herein concerning the possible effects of the laws of any
other jurisdiction.
Subject to the foregoing, we are of the opinion that upon payment to the
Company of the option exercise price for the shares of Common Stock, and upon
issuance and delivery of the shares of Common Stock pursuant to the Plan, the
Common Stock will be validly issued, fully paid and nonassessable.
The opinions contained in this letter are given as of the date hereof, and we
render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting
a part thereof, and any amendments or supplements thereto.
Very truly yours,
LANE POWELL SPEARS LUBERSKY
/s/ Lane Powell Spears Lubersky
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Edmark Corporation:
We consent to the use of our report incorporated by reference herein, relating
to the balance sheets of Edmark Corporation as of June 30, 1994 and 1995, and
the related statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 1995, and the related
financial statement schedule, which report appears in the June 30, 1995 annual
report on Form 10-K of Edmark Corporation.
Our report refers to a change in the method of accounting for income taxes
effective July 1, 1993.
KPMG PEAT MARWICK LLP
Seattle, Washington
December 6, 1995
