As filed with the Securities and Exchange Commission on December 1, 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
Scholastic Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3385513
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
555 Broadway, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
SCHOLASTIC CORPORATION MANAGEMENT STOCK PURCHASE PLAN
(Full title of the plan)
Charles B. Deull, Esq.
Senior Vice President, Legal and Business Affairs
Scholastic Corporation
555 Broadway
New York, New York 10012
(Name and address of agent for service)
(212) 343-6633
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate Amount of
registered: registered: share (1): offering price (1): registration fee:
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Common Stock ($.01 150,000 shares $47.85 $7,177,500 $1,995.35
par value)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) as follows: on the basis of the average of the
high and low prices of the Common Stock reported on the National
Association of Securities Dealers, Inc. Automated Quotations- National
Market System on November 27, 1998, namely $47.85.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
A prospectus setting forth the information required by Items 1 and 2 of Part I
of Form S-8 will be sent or given to participants as specified by Rule
428(b)(1)(i).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by Scholastic
Corporation (the "Company") (Commission File No. 0-19860) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended August 31, 1998, as amended.
(c) The Company's Current Report on Form 8-K, dated November 18,
1998.
(d) The description of the Company's Common Stock, $.01 par value
(the "Common Stock"), contained in the Company's Registration Statement
filed under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all the Common Stock offered hereby has been sold or which deregisters all
Common Stock 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 such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable, as the Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock of the Company
to which this Registration Statement relates has been passed upon by Coudert
Brothers, New York, New York. Andrew S. Hedden is a partner of Coudert Brothers
and a Director of the Company. As of November 30, 1998, Mr. Hedden beneficially
owned 1,000 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to 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 such corporation), by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of a corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any by-law, agreement, vote or otherwise.
Article FIFTH of the Amended and Restated Certificate of Incorporation of
the registrant and Article VII of the By-laws of the Registrant contain
provisions for the indemnification of directors, officers and employees within
the limitations permitted by Section 145 of the Delaware General Corporation
Law. In addition, as authorized by Section 145 of the Delaware General
Corporation Law, Article FIFTH of the registrant's Amended and Restated
Certificate of Incorporation eliminates the personal liability of its directors
to the registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for (i) any breach of the duty of loyalty
to the registrant or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
liability under Section 174 of the Delaware General Corporation Law or (iv) any
transaction from which the director derived an improper personal benefit.
The Company currently maintains an insurance policy under which the
Company and the directors and officers of the Company are insured, within the
limits of the policy, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed as
a result of such actions, suits or proceedings, to which directors and officers
of the Company are parties by reason of being or having been such directors or
officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Incorporation of the
registrant (incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration No. 33-46338) as filed with the Commission on March 12,
1992).
4.2 By-laws of the registrant (incorporated by reference to the
Company's Registration Statement on Form S-1 (Registration No. 33-45022) as
filed with the Commission on January 10, 1992).
5 Opinion of Coudert Brothers.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Coudert Brothers (incorporated by reference to
Exhibit 5).
Item 9. Undertakings
(a) 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;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
(b) 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 15(d) of the Exchange
Act (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.
(c) 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 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 New York, State of New York, on the 1st day of
December, 1998.
SCHOLASTIC CORPORATION
By: /s/ RICHARD ROBINSON
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Richard Robinson, Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Robinson his or her true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all post-effective amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary and requisite to be done, as fully and to all
the intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ RICHARD ROBINSON Chairman of the Board, President, December 1, 1998
- ------------------------------ Chief Executive Officer and
Richard Robinson Director (Principal Executive
Officer)
/s/ RICHARD M. SPAULDING Executive Vice President and Director December 1, 1998
- ------------------------------
Richard M. Spaulding
/s/ KEVIN J. McENERY Executive Vice President, Chief December 1, 1998
- ------------------------------ Financial Officer (Principal
Kevin J. McEnery Financial Officer)
Signature Title Date
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/s/ KAREN A. MALONEY Vice President and Corporate Controller December 1, 1998
- ------------------------------ (Principal Accounting Officer)
Karen A. Maloney
/s/ REBECA M. BARRERA Director December 1, 1998
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Rebeca M. Barrera
/s/ HELEN V. BENHAM Director December 1, 1998
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Helen V. Benham
/s/ FREDERIC J. BISCHOFF Director December 1, 1998
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Frederic J. Bischoff
- ------------------------------ Director December _, 1998
John Brademas
/s/ JOHN C. BURTON Director December 1, 1998
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John C. Burton
/s/ RAMON C. CORTINES Director December 1, 1998
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Ramon C. Cortines
- ------------------------------ Director December _, 1998
Alonzo A. Crim
/s/ CHARLES T. HARRIS, III Director December 1, 1998
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Charles T. Harris, III
/s/ ANDREW S. HEDDEN Director December 1, 1998
- ------------------------------
Andrew S. Hedden
/s/ MAE C. JEMISON Director December 1, 1998
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Mae C. Jemison
/s/ RICHARD A. KRINSLEY Director December 1, 1998
- ------------------------------
Richard A. Krinsley
/s/ JOHN G. McDONALD Director December 1, 1998
- ------------------------------
John G. McDonald
/s/ AUGUSTUS K. OLIVER, II Director December 1, 1998
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Augustus K. Oliver, II
EXHIBIT INDEX
Page Number in
Sequentially
Regulation S-K Exhibit Number Description of Document Numbered Copy
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Exhibit 5 Opinion of Coudert Brothers. E-1
Exhibit 23.1 Consent of Ernst & Young LLP, E-2
independent auditors.
Exhibit 23.2 Consent of Coudert Brothers
(included in Exhibit 5).
E
EXHIBIT 5
[LETTERHEAD OF COUDERT BROTHERS]
December 1, 1998
Scholastic Corporation
555 Broadway
New York, NY 10012
Ladies and Gentlemen:
We are rendering our opinion with respect to the legality of 150,000
shares of Common Stock, par value $.01 per share (the "Shares"), of Scholastic
Corporation, a Delaware corporation (the "Company"), issuable pursuant to the
Scholastic Corporation Management Stock Purchase Plan (the "Plan"), which shares
are being registered under the Securities Act of 1933, as amended, pursuant to
the Company's Registration Statement on Form S-8 (the "Registration Statement").
As counsel to the Company, we are familiar with the corporate proceedings
taken by the Company in connection with the authorization for issuance of the
Shares, and we have examined such corporate records of the Company and other
instruments and documents as we have deemed necessary for purposes of the
opinion herein expressed.
Based on the foregoing, and having regard for such other legal and factual
considerations we deem relevant, we are of the opinion that the Shares, upon
issuance in accordance with the terms of the Plan, will constitute legally and
validly issued, fully paid and nonassessable shares of the Common Stock of the
Company.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Coudert Brothers
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COUDERT BROTHERS
E-1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement on Form S-8 and related Prospectus pertaining to the Scholastic
Corporation Management Stock Purchase Plan of our report dated July 2, 1998 with
respect to the consolidated financial statements and schedule of Scholastic
Corporation included in its Annual Report on Form 10-K for the year ended May
31, 1998 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
December 1, 1998
E-2
