Smarterkids Com Inc – ‘8-K’ for 4/30/01

On:  Tuesday, 5/1/01, at 9:08am ET   ·   For:  4/30/01   ·   Accession #:  927016-1-500513   ·   File #:  0-27717

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-2.2      Exhibit 2.2 - Amendment Agreement                      4     16K 
 3: EX-99.1     Exhibit 99.1 - Press Release                           5     18K 

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON D.C. 20549 
--------------------------  
FORM 8-K  
CURRENT REPORT  

PURSUANT TO SECTION 13 OR 15(d) OF  
THE SECURITIES EXCHANGE ACT OF 1934 

Date of report  (Date of earliest event reported):  

April 30, 2001  

------------------------- 

SMARTERKIDS.COM, INC. 
(Exact name of registrant as specified in its charter)  

                                                                [Download Table]
                                                                               
                 DELAWARE                     001-13719         67-1716020     
      (State or other jurisdiction        (Commission File   (I.R.S. Employer  
    of incorporation or organization)          Number)      Identification No.)
           15 Crawford Street                                                  
         Needham, Massachusetts                                   02494        
(Address of Principal Executive Offices)                        (Zip Code)     


--------------------------

(781) 449-7567

----------------------------------------------------------------
(Registrant's telephone number, including area code)

----------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

8-K
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 1.  Change of Control of Registrant                                        

On April 30, 2001, the transactions contemplated by the Contribution Agreement  
and Plan of Reorganization and Merger dated as of November 14, 2000, as amended 
on March 14, 2001 (the "Combination Agreement") by and among SmarterKids.com,   
Inc., a Delaware corporation ("SmarterKids.com"), Earlychildhood LLC., a        
California limited liability company ("Earlychildhood"), LearningStar Corp., a  
Delaware corporation ("LearningStar") and S-E Educational Merger Corp., a       
Delaware corporation and wholly owned subsidiary of LearningStar, were          
consummated pursuant to which SmarterKids.com and Earlychildhood were combined  
as described below(the "Combination") and in connection therewith LearningStar  
acquired control of SmarterKids.com and Earlychildhood.                         

In connection therewith, on April 30, 2001 (i) a Certificate of Merger relating 
to the merger of SmarterKids.com and S-E Educational Merger Corp. was filed with
the Secretary of State of the State of Delaware and S-E Educational Merger Corp.
merged with and into SmarterKids.com with SmarterKids.com surviving and becoming
a wholly-owned subsidiary of LearningStar, and (ii) the holders of all of       
Earlychildhood's outstanding membership interests contributed their entire      
ownership interest in Earlychildhood to LearningStar in exchange for common     
stock, par value $.01 per share, of LearningStar (the "LearningStar Common      
Stock") and Earlychildhood became a wholly-owned subsidiary of LearningStar. No 
funds were used by LearningStar to acquire control of SmarterKids.com except for
cash paid in lieu of fractional shares of LearningStar Common Stock to be issued
upon conversion of or in exchange for SmarterKids.com common stock or           
Earlychildhood membership interests, as the case may be.                        

As a result of the consummation of the Combination, LearningStar beneficially   
owns 100% of the outstanding voting securities of SmarterKids.com and 100% of   
the membership interests in Earlychildhood.  In addition, SmarterKids.com's     
common stock was delisted from the Nasdaq National Market effective upon the    
close of the market on April 30, 2001 and SmarterKids.com ceased to be a public 
company. All of the directors of SmarterKids.com have resigned effective April  
30, 2001. The LearningStar Common Stock has been approved for listing on the    
Nasdaq National Market and will begin trading on Tuesday, May 1, 2001 under the 
symbol "LRNS."                                                                  

Upon consummation of the Combination, each outstanding share of SmarterKids.com 
common stock was converted into the right to receive one-eighth of one share of 
LearningStar Common Stock and each .0001% of each class of membership interest  
in Earlychildhood was exchanged for shares of LearningStar Common Stock in      
accordance with the exchange ratios set forth in the Combination Agreement. The 
exchange ratios were determined through arm's-length negotiation between        
SmarterKids.com and Earlychildhood. Fractional shares of LearningStar Common    
Stock, if any, will not be issued in connection with the combination.           
LearningStar will pay cash with respect to any fractional shares of LearningStar
Common Stock to which a SmarterKids.com stockholder or Earlychildhood member    
would otherwise be entitled based on the market price of the LearningStar Common
Stock on May 1, 2001.                                                           

The businesses of LearningStar, through its wholly-owned subsidiaries           
SmarterKids.com and Earlychildhood and their respective subsidiaries, shall     
initially consist of the businesses conducted by SmarterKids.com and            
Earlychildhood and their respective subsidiaries immediately prior to the       
consummation of the Combination.  In this regard, LearningStar intends to       
continue to devote the assets associated with these businesses to generally the 
same purposes as these assets were employed prior to the combination.           

8-K
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Item 7.  Exhibits                                                               

2.1   Contribution Agreement and Plan of Reorganization Merger dated as of  
    November 14, 2000 by and among SmarterKids.com, Inc., Earlychildhood
      LLC, LearningStar Corp. and S-E Educational Merger Corp. (incorporated
     by reference from SmarterKids.com's Current Report on Form 8-K, filed
November 15, 2000).                                             

  2.2   Amendment No. 1 to the Contribution Agreement and Plan of Reorganization
    and Merger, dated March 14, 2001 by and among SmarterKids.com, Inc.,
       Earlychildhood LLC, LearningStar Corp. and S-E Educational Merger Corp.

99.1  Text of Press Release, dated April 30, 2001.                          

8-K
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
SIGNATURE 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned       
hereunto duly authorized.                                                       

                               SMARTERKIDS.COM, INC.

Date:  April 30, 2001                        By: /s/ ROBERT J. CAHILL           
                                               -----------------------------
                                 Name:  Robert J. Cahill
                                        Title: Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/1/01		2
For Period End:		4/30/01		1		4			15-12G
		3/14/01		2		3
		11/15/00		3					8-K
		11/14/00		2		3			10-Q,  8-K
									List all Filings