AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2002
REGISTRATION NO.
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UNITED STATES 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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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)
557 BROADWAY, NEW YORK, NEW YORK 10012
(Address of Principal Executive Offices) (Zip Code)
SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN
(Full title of the plan)
CHARLES B. DEULL, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SCHOLASTIC CORPORATION
557 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
===========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE PER AGGREGATE OFFERING
TITLE OF SECURITIES AMOUNT TO BE SHARE (1): PRICE (1): AMOUNT OF
TO BE REGISTERED: REGISTERED: REGISTRATION FEE:
---------------------- -------------------- -------------------- -------------------- -------------------
Common Stock ($.01 4,000,000 shares $49.74 $198,960,000 $18,305
par value)
===========================================================================================================
(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 NASDAQ-National Market System on
January 14, 2002, namely $49.74.
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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, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ending August 31, 2001;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ending November 30, 2001;
(d) The Company's Current Report on Form 8-K filed with the Commission on
November 30, 2001; and
(e) 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 LLP, New York, New York. Andrew S. Hedden is a partner of Coudert
Brothers LLP and a Director of the Company. As of January 15, 2002, Mr. Hedden
beneficially owned 2,000 shares of Common Stock of the Company.
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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), together with Certificate of Amendment, effective as of September 19,
2000 (incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed with the Commission on October 16, 2000).
4.2 By-laws of the registrant (incorporated by reference to the
Company's Quarterly Report on Form 10-Q as filed with the Commission on April
14, 2000).
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5 Opinion of Coudert Brothers LLP
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Coudert Brothers LLP (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, represents 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 Securities Exchange Act of 1934 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 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.
(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 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
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 18th day of
January, 2002.
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 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
- --------- ----- ----
/s/ RICHARD ROBINSON Chairman of the Board, President, January 18, 2002
- --------------------------- Chief Executive Officer and
Richard Robinson Director (Principal Executive
Officer)
/s/ KEVIN J. McENERY Executive Vice President and Chief January 18, 2002
- --------------------------- Financial Officer (Principal
Kevin J. McEnery Financial Officer)
/s/ KAREN A. MALONEY Vice President and Controller January 18, 2002
- --------------------------- (Principal Accounting Officer)
Karen A. Maloney
5
/s/ REBECA M. BARRERA Director January 18, 2002
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Rebeca M. Barrera
/s/ HELEN V. BENHAM Director January 18, 2002
- ---------------------------
Helen V. Benham
/s/ RAMON C. CORTINES Director January 18, 2002
- ---------------------------
Ramon C. Cortines
/s/ JOHN L. DAVIES Director January 18, 2002
- ---------------------------
John L. Davies
/s/ CHARLES T. HARRIS, III Director January 18, 2002
- ---------------------------
Charles T. Harris, III
/s/ ANDREW S. HEDDEN Director January 18, 2002
- ---------------------------
Andrew S. Hedden
/s/ MAE C. JEMISON Director January 18, 2002
- ---------------------------
Mae C. Jemison
/s/ LINDA B. KEENE Director January 18, 2002
- ---------------------------
Linda B. Keene
/s/ PETER M. MAYER Director January 18, 2002
- ---------------------------
Peter M. Mayer
/s/ JOHN G. McDONALD Director January 18, 2002
- ---------------------------
John G. McDonald
/s/ AUGUSTUS K. OLIVER Director January 18, 2002
- ---------------------------
Augustus K. Oliver
/s/ RICHARD M. SPAULDING Director January 18, 2002
- ---------------------------
Richard M. Spaulding
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EXHIBIT INDEX
Regulation S-K Exhibit Number Description of Document Page Number in Sequentially
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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 LLP
(included in Exhibit 5).
EXHIBIT 5
[LETTERHEAD OF COUDERT BROTHERS LLP]
January 18, 2002
Scholastic Corporation
557 Broadway
New York, NY 10012
Ladies and Gentlemen:
We are rendering our opinion with respect to the legality of the
4,000,000 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 2001 Stock Incentive 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 LLP
E-1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 and related Prospectus pertaining to the Scholastic
Corporation 2001 Stock Incentive Plan of our report dated July 18, 2001 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, 2001 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
January 18, 2002
E-2
