0001046532-01-500209.txt : 20011008 0001046532-01-500209.hdr.sgml : 20011008 ACCESSION NUMBER: 0001046532-01-500209 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010920 EFFECTIVENESS DATE: 20010920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEARNERS WORLD INC CENTRAL INDEX KEY: 0001047733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CHILD DAY CARE SERVICES [8351] IRS NUMBER: 113331350 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-69686 FILM NUMBER: 1741391 BUSINESS ADDRESS: STREET 1: 369 AVE U CITY: BROOKLYN STATE: NY ZIP: 11223 MAIL ADDRESS: STREET 1: 369 AVENUE CITY: BROOKLYN STATE: NY ZIP: 11223 S-8 POS 1 fs8am1_learners.txt AMENDMENT NO. 1 TO FORM S-8. As filed with the Securities and Exchange Commission on September 20, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- AMENDMENT NO 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- Learner's World, Inc. --------------------- (Exact name of registrant as specified in its charter) New York 11-3331350 ---------- ----------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 16929 E. Enterprise Drive, #206 Fountain Hills, Arizona 85268 -------------------------------- (Address of principal executive offices) Consulting Shares Issued for Services ------------------------------------- (Full title of the plan) Perry Barker, President 16929 E. Enterprise Drive, #206 Fountain Hills, Arizona 85268 -------------------------------- (Name, address, including zip code, of agent for service) Telephone number for Issuer: (480) 816-6140 ---------------
CALCULATION OF REGISTRATION FEE Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of Registered be Offering Price Per Aggregate Offering Registration Registered Share(2) Price Fee Common Stock, $0.0001 par value 2,350,000 $1.25 $2,937,500 $734.38 ========================== ================ ================== =================== ============
(1) The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the last price per share of the Registrant's Common Stock on September 17, 2001, a date within five (5) days prior to the date of filing of this Registration Statement, as reported by the OTC Electronic Bulletin Board. (2) Estimated solely for the purpose of calculating the registration fee. (3) This Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. Documents Incorporated by Reference X Yes No Page -1- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Learner's World, Inc., a New York corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and filed pursuant to Section 15(d) of the 1934 Act. (b) All reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 2000. (c) All other documents filed by the Company after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date hereof and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in the Registration Statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities The common stock of the Company being registered pursuant to this Registration Statement is part of a class of securities registered under Section 12 of the Exchange Act. A description of such securities is contained in the Company's Form 10-SB filed with the Commission on December 15, 1999, and any amendment or report filed for the purpose of updating such description. Said description is incorporated herein by reference. (See "Item 3. Incorporation of Documents by Reference.") Page -2- Item 5. Interests of Named Experts and Counsel Richard D. Surber, an attorney licensed to practice law in the State of California has previously been named as having rendered an opinion on the validity of the securities in a prior Form S-8 filing with respect to legal matters concerning the registration and offering of such securities. Mr. Surber will receive 20,000 shares of the Company's $0.0001 par value common stock which will represent less than 1% of the issued and outstanding shares of the Company after issuance of all the shares listed in this S-8 filing. The shares are to be received by Mr. Surber for services rendered to the Company with respect to corporate legal work and advise to the Company. Anslow & Jaclin, LLP, a law firm (Richard Anslow and Gregg Jaclin are the principals of Anslow & Jaclin, LLP) licensed to practice law in the State of New Jersey is named herein as having rendered an opinion on the validity of the securities being registered herein with respect to legal matters concerning the registration and offering of the securities. Mr. Anslow will receive 8,000 shares and Mr. Jaclin will receive 2,000 shares of the Company's $0.0001 par value common stock which will collectively represent less than 1% of the issued and outstanding shares of the Company after issuance of all the shares listed in this S-8 filing. The shares are to be received by Mr. Anslow and Mr. Jaclin for services rendered to the Company with respect to corporate legal work and advise to the Company. Item 6. Indemnification of Directors and Officers Article 7, Section 721 through 726 of the New York Statues provide for indemnification of the Company's officers and directors in certain situations where they might otherwise personally incur liability, judgments, penalties, fines and expenses in connection with a proceeding or lawsuit to which they might become parties because of their position with the Company. In accordance with the provisions referenced above, the Company shall indemnify to the fullest extent permitted by it bylaws, and in the manner permissible under the laws of the State of New York, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company. The Board of Directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to 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 issues. Page -3- Item 7. Exemption from Registration Claimed No restricted securities are being re-offered or resold pursuant to this registration statement. Item 8. Exhibits. The exhibits attached to this Registration Statement are listed in the Exhibit Index. 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 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. (2) To treat, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment as 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 Section 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 this 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. Page -4- 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, on September 20, 2001. Learner's World, Inc. By: /s/ Perry E. Barker ------------------------------------- Perry E. Barker, as President and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Perry E. Barker with power of substitution, as his attorney-in-fact for him, in all capacities, to sign any amendments to this registration statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitutes may 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 date indicated. Signature Title Date /s/ Perry E. Barker President and Director September 20, 2001 ----------------------- Perry E. Barker /s/ Jannelle A. Ray Vice President, Director, September 20, 2001 ----------------------- Secretary and Treasurer Jennelle A. Ray Vice President and Director September 20, 2001 ----------------------- Douglas Brooks /s/ Harold Davis Director September 20, 2001 --------------------- Harold Davis SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Learner's World, Inc. (a New York corporation) INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit -------- ------------ ---------------------- A 4.1 Agreement Regarding Compensation for Services dated September 4, 2001 between Richard D. Surber and the Company. * B 4.2 Consulting Agreement dated September 17, 2001 between Anslow & Jaclin, LLP (Richard Anslow and Gregg Jaclin as principals) and the Company. * C 4.3 Consulting Agreement dated September 17, 2001 between Michael Mosco and the Company. * D 4.4 Consulting Agreement dated September 17, 2001 between Robert Esposito and the Company. E 5, 23(b) Opinion and consent of Counsel with respect to the legality of the issuance of securities being issued * F 23(a) Consent of Accountant * * Filed with the original S-8 filing on September 20, 2001 (SEC File No. 333-69686).
EX-4.4 3 fs8am1espos_learners.txt AGREEMENT BETWEEN ESPOSITO AND COMPANY CONSULTING SERVICES CONTRACT This consulting agreement ("Consulting Agreement") is made as of this 17 day of September, 2001, by and between, Robert Esposito ("Esposito"), an individual with an address at 710 Oakfield Drive, Suite 202, Brandon, Florida 33511 and LEARNER'S WORLD, INC. (the "Company"), a New York corporation with, Esposito and the Company collectively sometimes herein referred to as the "Parties". The Parties hereby acknowledge and agree as follows: WHEREAS, the Company is a fully reporting company whose securities are traded on the Over-the-Counter Bulletin Board under the ticker symbol "LRNW", and WHEREAS, Esposito is acting as a consultant with private and public companies regarding website development, strategic alliances, filings, business development, sales and orientation training, which services will not be in connection with the offer or sale of securities in a capital-raising transaction, nor are they for services which directly or indirectly promoted or maintained a market for the Company's securities; and WHEREAS, the Company previously has retained Esposito as non-exclusive corporate consultant; and IT IS THEREFORE agreed that: 1. Services. The Company has previously retained Esposito to provide general corporate consulting service. Specifically has, and will, assist the Company in website development, strategic alliances, SEC filings, business development, sales and orientation training. The Company understands that any and all suggestions, opinions or advice given to the Company by Esposito are advisory only and the ultimate responsibility, liability and decision regarding any action(s) taken or decision made lies solely with the Company and not with Esposito. 2. Term. The Term of this Consulting Agreement shall be for a period of six months from the date hereof (the "Term"). The parties agree that Esposito has previously undertaken work for the Company. 3. Compensation. As compensation for entering into this Consulting Agreement and for services rendered over the Term, Esposito shall receive 2,300,000 common shares of Learner's World, Inc. unrestricted shares (LRNW). 4. The Consultants shall be independent contractors and shall have no right or authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the Company, unless specifically authorized in writing by the Company. No provision of this Agreement shall be construed to preclude consultants from pursuing other consulting or design and development projects. 5. The Consultants (including any person or entity acting for or on behalf of the Consultants) shall not be liable for any mistakes of fact, errors of judgment, for losses sustained by the company or any subsidiary or for any acts or omissions of any kind, unless caused by the negligence or intentional misconduct of the Consultants or any person or entity acting for or on behalf of the Consultants. 6. The Company and its present and future subsidiaries jointly and severally, agree to indemnify and hold harmless the Consultants against any loss, claim, damage or liability whatsoever, (including reasonable attorneys' fees and expenses), to which such Indemnified Party may become subject as a result of performing any act (or omitting to perform any act) contemplated to be performed by the Consultants pursuant to this Agreement if such act or omission did not violate the provisions of Section 4 of this Agreement. So long as the Company has not provided counsel to the Indemnified Party in accordance with the terms of this Agreement, the Company and its subsidiaries agree to reimburse the defense of any action or investigation (including reasonable attorney's fees and expenses), subject to any understanding from such Indemnified Party to repay the Company or its subsidiaries if it is ultimately determined that such Indemnified Party is not entitled to such indemnity. In case any action, suit or proceeding shall be brought or threatened, in writing, against any Indemnified Party, it shall notify the Company within twenty (20) days after the Indemnified Party receives notice of such action, suit or such threat. The Company shall have the right to appoint the Company's counsel to defend such action, suit or proceeding, provided that such Indemnified Party consents to such representation by such counsel, which consent shall not be unreasonably withheld. In the event any counsel appointed by the Company shall not be acceptable to such Indemnified Party, then the Company shall have the right to appoint alternative counsel for such Indemnified Party reasonably acceptable to such Indemnified Party, until such time as acceptable counsel can be appointed. In any event, the Company shall, at its sole cost and expense, be entitled to appoint counsel to appear and participate as co-counsel in the defense thereof. The Indemnified Party, or its co-counsel, shall promptly supply the Company's counsel with copies of all documents, pleadings and notices which are filed, served or submitted in any of the aforementioned. No indemnified Party shall enter into any settlement without the prior written consent of the Company, which consent shall not be unreasonable withheld. 7. This Agreement shall be binding upon the Company and the Consultants and their successors and assigns. 8. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. 9. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any other provisions hereof (whether or no similar) shall be binding unless executed in writing by both parties hereto nor shall such waiver constitute a continuing waiver. 10. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which shall constitute one and the same Agreement. 11. The Parties agree that should any dispute arise in the administration of this Agreement, that the agreement shall be governed and construed by the Laws of the State of New York. 12. This Agreement contains the entire agreement between the Parties with respect to the consulting services to be provided to the Company by the Consultants and supersedes any and all prior understandings, agreement or correspondence between the Parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. LEARNER'S WORLD, INC. By: /s/ Perry E. Barker ------------------------- Perry E. Barker ACCEPTED AND AGREED TO BY: /s/ Robert Esposito --------------------------------- Robert Esposito