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As filed with the Securities and Exchange Commission on November 6, 2003
Registration No. 333-
UNITED STATES 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 (State or other jurisdiction of incorporation or organization) |
13-3385513 (IRS Employer Identification No.) |
|
557 Broadway, New York, New York (Address of Principal Executive Offices) |
10012 (Zip Code) |
SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS' STOCK OPTION 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) 343-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered: |
Amount to be registered: |
Proposed maximum offering price per share (1): |
Proposed maximum aggregate offering price (1): |
Amount of registration fee: |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock ($.01 par value) | 270,000 shares | $30.64 | $8,272,800 | $669.27 | ||||
- (1)
- Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c)(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 October 30, 2003.
Pursuant to Rule 429, this Registration Statement also covers the shares of Common Stock previously registered under Registration Statement No. 333-62297.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by Scholastic Corporation (the "Company") (Commission File No. 000-19860) 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, 2003;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period ending August 31, 2003;
(c) A Current Report on Form 8-K was filed with the SEC on September 23, 2003 reporting under Item 12 (Results of Operations and Financial Condition) a press release regarding results of operations for the Company's quarter ended August 31, 2003;
(d) A Form S-8 as filed with the Commission, Registration Statement No. 333-62297, on August 26, 1998 providing for the registration of 180,000 shares to be issued under the Scholastic Corporation 1997 Outside Directors' Stock Option Plan; 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.
2
Registrant. 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 5th day of November, 2003.
| SCHOLASTIC CORPORATION | |||
By: |
/s/ RICHARD M. ROBINSON Richard Robinson, Chairman of the Board, Chief Executive Officer and President |
||
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 Richard Robinson |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | November 5, 2003 | ||
/s/ KEVIN J. MCENERY Kevin J. McEnery |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
November 5, 2003 |
||
/s/ KAREN A. MALONEY Karen A. Maloney |
Vice President and Controller (Principal Accounting Officer) |
November 5, 2003 |
||
/s/ REBECA M. BARRERA Rebeca M. Barrera |
Director |
November 5, 2003 |
||
2
/s/ RAMON C. CORTINES Ramon C. Cortines |
Director |
November 5, 2003 |
||
/s/ JOHN L. DAVIES John L. Davies |
Director |
November 5, 2003 |
||
/s/ CHARLES T. HARRIS Charles T. Harris, III |
Director |
November 5, 2003 |
||
/s/ ANDREW S. HEDDEN Andrew S. Hedden |
Director |
November 5, 2003 |
||
/s/ MAE C. JEMISON Mae C. Jemison |
Director |
November 5, 2003 |
||
/s/ LINDA B. KEENE Linda B. Keene |
Director |
November 5, 2003 |
||
/s/ PETER M. MAYER Peter M. Mayer |
Director |
November 5, 2003 |
||
/s/ JOHN G. MCDONALD John G. McDonald |
Director |
November 5, 2003 |
||
/s/ AUGUSTUS K. OLIVER Augustus K. Oliver |
Director |
November 5, 2003 |
||
/s/ RICHARD M. SPAULDING Richard M. Spaulding |
Director |
November 5, 2003 |
3
| Regulation S-K Exhibit Number |
Description of Document |
Page Number in Sequentially Numbered Copy |
||
|---|---|---|---|---|
| Exhibit 4 | Copy of Amendment No. 2 to the Scholastic Corporation 1997 Outside Directors' Stock Option Plan. | E-1 | ||
Exhibit 5 |
Opinion of Coudert Brothers. |
E-2 |
||
Exhibit 23.1 |
Consent of Ernst & Young LLP. |
E-3 |
||
Exhibit 23.2 |
Consent of Coudert Brothers LLP (included in Exhibit 5). |
INCORPORATION OF DOCUMENTS BY REFERENCE
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
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EXHIBIT 4
AMENDMENT NO. 2
TO
SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS'
STOCK OPTION PLAN
1. Section 7 of the Scholastic Corporation 1997 Outside Directors' Stock Option Plan (Amended and Restated as of May 25, 1999) (as amended, the "Plan") is amended by substituting: "630,000" for "180,000" where it appears therein; and
2. The following shall replace Section 8 in its entirety:
In the event of any increase, reduction, or change or exchange of Common Stock for a different number or kind of Shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation, reorganization, stock dividend, stock split or reverse stock split, combination or exchange of Shares, repurchase of Shares, change in corporate structure or otherwise, the Committee shall conclusively determine the appropriate equitable adjustments, if any, to be made under the Plan, including without limitation adjustments to the number of Shares which have been authorized for issuance under the Plan but have not yet been placed under Option, the number of shares which shall be the number of the automatic grant to Directors, as well as the price per Share of Common Stock covered by each Option outstanding under the Plan which has not yet been exercised.
Subject to the foregoing, the Plan remains in full force and effect in accordance with the terms thereof.
The foregoing amendments were duly approved by resolution of the Board of Directors of Scholastic Corporation at its meeting held on July 15, 2003.
E-1
AMENDMENT NO. 2 TO SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS' STOCK OPTION PLAN
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EXHIBIT 5
[LETTERHEAD OF COUDERT BROTHERS LLP]
Novermber
5, 2003
Scholastic Corporation
557 Broadway
New York, NY 10012
Ladies and Gentlemen:
We are rendering our opinion with respect to the legality of the 270,000 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 1997 Outside Directors' Stock Option 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-2
[LETTERHEAD OF COUDERT BROTHERS LLP]
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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 Amendment to the Scholastic Corporation 1997 Outside Directors' Stock Option Plan of our report dated July 14, 2003, 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, 2003 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New
York, New York
November 5, 2003
E-3
CONSENT OF INDEPENDENT AUDITORS