As filed with the Securities and Exchange Commission on August 17, 2001
Registration No. 333-
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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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WHITMAN EDUCATION GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Florida 22-2246554
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(State or Other Jurisdiction (IRS Employer
of Incorporation or Identification No.)
Organization)
4400 Biscayne Boulevard
Miami, FL 33137-3227
(305) 575-6510
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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1996 STOCK OPTION PLAN
(Full title of the Plan)
Richard C. Pfenniger, Jr.
Chief Executive Officer
and Vice Chairman of the Board
Whitman Education Group, Inc.
4400 Biscayne Boulevard, 6th Floor
Miami, FL 33137-3227
(305) 575-6510
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copies to:
Geoffrey MacDonald, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler St., Suite 2200
Miami, FL 33130
(305) 789-3522
Calculation of Registration Fee
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Proposed Proposed
Title of securities Amount maximum maximum Amount of
to be registered to be offering aggregate registration
registered price per offering fee
share (1) price (1)
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Common Stock,
no par value 750,000 shares $3.44 $2,580,000 $645
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(1) Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, based upon the average
of the high and low price of such Common Stock on August 13, 2001 on the
American Stock Exchange.
(2) This Registration Statement also relates to such indeterminate number of
additional Common Shares of the Registrant as may be issuable as a
result of the stock splits, stock dividends, recapitalization, mergers,
reorganizations,combinations or exchange of shares or other similar events.
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Explanatory Note
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On June 12, 2001, the Board of Directors of Whitman Education Group, Inc.
(the "Company"), approved an amendment to the Company's 1996 Stock Option Plan
(the "Plan") to increase the maximum number of shares of the Company's Common
Stock, no par value (the "Common Stock"), that may be issued under the Plan by
750,000 shares. The Company's shareholders approved the amendment at the
Company's Annual Meeting of Shareholders on August 9, 2001. This Registration
Statement has been filed to register the additional 750,000 shares of Common
Stock issuable pursuant to options to be granted under the Plan, as amended.
The additional shares to be registered by this Registration Statement are
of the same class as those securities covered by the Company's previously filed
Registration Statement on Form S-8 filed on November 13, 1996, amended by
Post-Effective Amendment No. 1 thereto filed on January 20, 1998 (Registration
No. 333-16007), and amended by a subsequent Registration Statement on Form S-8
filed on November 18, 1998 (Registration No. 333-67477) (the "Earlier
Registration Statements"). Pursuant to General Instruction E to Form S-8, the
contents of the Earlier Registration Statements are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
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5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5)
24 Power of Attorney (included on signature page hereto)
SIGNATURES
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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 Miami, State of Florida on the 17 day of August,
2001.
WHITMAN EDUCATION GROUP, INC.
By:/s/ Richard C. Pfenniger, Jr.
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Richard C. Pfenniger, Jr.
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard C. Pfenniger, Jr. and Fernando
L.Fernandez, and each of them, his or her true and lawful attorney-in-fact and
agent, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including 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 attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
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 C. Pfenniger, Jr. Chief Executive Officer and August 17, 2001
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Richard C. Pfenniger, Jr. Vice Chairman of the Board
(Principal Executive Officer)
/s/ Fernando L. Fernandez Vice President -Finance and August 17, 2001
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Fernando L. Fernandez Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Phillip Frost, M.D. Chairman of the Board August 17, 2001
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Phillip Frost, M.D.
/s/ Jack R. Borsting Vice Chairman of the Board August 17, 2001
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Jack R. Borsting
/s/ Neil Flanzraich Director August 17, 2001
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Neil Flanzraich
/s/ Peter S. Knight Director August 17, 2001
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Peter S. Knight
/s/ Richard M. Krasno Director August 17, 2001
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Richard M. Krasno
/s/ Lois F. Lipsett Director August 17, 2001
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Lois F. Lipsett
/s/ Percy A. Pierre Director August 17, 2001
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Percy A. Pierre
/s/ A. Marvin Strait Director August 17, 2001
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A. Marvin Strait
EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst and Young LLP
23.2 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5).
24 Power of Attorney (included on signature page hereto)