Securities Registration: Employee Benefit Plan (s-8)
18 August 2018 - 7:23AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 17, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE
LEARNING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
|
20-4456503
|
(State
or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
701
Market St., Suite 113, St. Augustine, FL
|
32095
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
CREATIVE
LEARNING CORPORATION NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Christian
Miller
Chief Operating Officer and Chief Financial Officer
Creative Learning Corporation
701 Market St., Suite 113
St.
Augustine, FL 32095
(Name and Address of Agent for Service)
(904)
824-3133
(Telephone Number, Including Area Code, of Agent For Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
|
Non accelerated filer ☐ (Do not check
if a smaller reporting company)
|
Smaller reporting company ☒
|
|
|
|
Emerging growth company ☐
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to be Registered
|
Amount
to be Registered
(1)
|
Proposed
Maximum
Offering Price
per Share
(2)
|
Proposed
Maximum
Aggregate
Offering Price
(2)
|
Amount
of
Registration Fee
|
Common
Stock, par value $0.0001 per share
|
1,800,000
|
$0.17
|
$306,000
|
$38.10
|
|
(1)
|
This
Registration Statement covers 1,800,000 shares of the Registrant’s common stock
available for issuance under the Creative Learning Corporation Non-Qualified Stock Option
Plan (the “Plan”). This Registration Statement shall also cover any additional
shares of common stock of the Registrant that become issuable under the Plan by reason
of any stock dividend, stock split, recapitalization or other similar transaction that
results in an increase in the number of the outstanding shares of common stock of the
Registrant.
|
|
(2)
|
Calculated
solely for purposes of the registration fee for this offering in accordance with paragraph
(c) and (h) of Rule 457 of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices of the Registrant’s common stock as reported
on the OTC Market on August 14, 2018.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I, “Item 1. Plan Information” and “Item 2. Registrant
Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants in the Creative Learning
Corporation Non-Qualified Stock Option Plan (the “Plan”) as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement on
Form S-8 (this “Registration Statement”) or as a prospectus or prospectus supplement pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3
of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Commission by Creative Learning Corporation (the “Company”), are incorporated by
reference herein:
|
(1)
|
the
Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017,
filed with the Commission on January 4, 2018;
|
|
(2)
|
the
Company’s Quarterly Reports on Form 10-Q for the quarterly period ended December
31, 2017, filed with the Commission on February 15, 2018, for the quarterly period ended
March 31, 2018, filed with the Commission on May 14, 2018, and for the quarterly period
ended June 30, 2018, filed with the Commission on August 13, 2018;
|
|
(3)
|
the
description of the Company’s common stock in the Company’s Registration Statement
on Form 8-A (File No. 000-52883), as filed on October 30, 2007, pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in any report filed for the purpose of amending such description.
|
All
documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby
have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents. The Company is not, however, incorporating by reference any documents
or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the
Commission, or any information furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K, or certain exhibits
furnished pursuant to Item 9.01 of Form 8-K.
Any
statement contained in any 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 to constitute a part of this Registration Statement, except as so modified
or superseded.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides for the indemnification of officers
and directors in certain circumstances. In accordance with and to the extent permitted by the DGCL, the Company’s Certificate
of Incorporation, as amended (the “Certificate of Incorporation”) limits the personal liability of the directors of
the Company for breaches of fiduciary duty. In accordance with and to the extent permitted by the DGCL, the Certificate of Incorporation,
as amended, and Article VI of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”) permits the
Company to indemnify its directors and officers.
The
Company has entered into agreements with its directors and certain officers that will require the Company, among other things,
to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to
the fullest extent permitted by law. The Company maintains liability insurance for the benefit of its officers and directors.
The
above discussion of the DGCL and of the Certificate of Incorporation, Bylaws and indemnification agreements is not intended to
be exhaustive and is qualified in its entirety by such statute, Certificate of Incorporation, Bylaws and indemnification agreements.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Company as disclosed above, the Company has been informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
No.
|
Description
|
3.1
|
Certificate
of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File
No. 333-145999).
|
3.
2
|
Amendment
to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2010).
|
3.3
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with
the Commission on June 23, 2016).
|
3.4
|
Amendment
to the Amended and Restated Bylaws (incorporated by reference to Appendix A of the Schedule 14C filed on August 18, 2017).
|
4.1
|
Specimen
stock certificate (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form 8-A, filed
with the Commission on October 30, 2007.
|
4.2
|
Creative
Learning Corporation Non-Qualified Stock Option Plan. *
|
5.1
|
Opinion
of Olshan Frome Wolosky LLP, counsel to the Company.*
|
23.1
|
Consent
of Hancock, Askew & Co., LLP.*
|
23.2
|
Consent
of Olshan Frome Wolosky LLP, counsel to the Company (included in Exhibit 5.1).*
|
24
|
Power
of Attorney (included on signature page).*
|
*
Filed herewith.
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;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in this effective Registration Statement;
and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
|
provided,
however
, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act, each such 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, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) 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 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
Commission such indemnification is against public policy as expressed in the Securities
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 Securities Act and will be governed by the
final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company 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 St. Augustine, State of Florida, on this 16
th
day of August, 2018.
|
CREATIVE LEARNING CORPORATION
|
|
|
|
By:
|
/s/ Christian Miller
|
|
|
Name:
|
Christian Miller
|
|
|
Title:
|
Chief Operating Officer and Chief Financial
Officer
|
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Christian Miller as his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith)
to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his/her or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Blake
Furlow
|
|
Chief Executive
Officer; Director
|
|
August 17, 2018
|
Blake Furlow
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/
Christian Miller
|
|
Chief
Operating Officer and Chief Financial Officer
|
|
August 17,
2018
|
Christian
Miller
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
JoyAnn
Kenny-Charlton
|
|
Director
|
|
August 17,
2018
|
JoyAnn
Kenny-Charlton
|
|
|
|
|
|
|
|
|
|
/s/
Gary
Herman
|
|
Director
|
|
August 17,
2018
|
Gary
Herman
|
|
|
|
|
|
|
|
|
|
/s/ Bart
Mitchell
|
|
Director
|
|
August 17,
2018
|
Bart
Mitchell
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
3.1.
|
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File No. 333-145999).
|
3.2
|
Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).
|
3.3
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on June 23, 2016).
|
3.4
|
Amendment to the Amended and Restated Bylaws (incorporated by reference to Appendix A of the Schedule 14C filed on August 18, 2017).
|
4.1
|
Specimen stock certificate (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form 8-A, filed with the Commission on October 30, 2007.
|
4.2
|
Creative Learning Corporation Non-Qualified Stock Option Plan. *
|
5.1
|
Opinion of Olshan Frome Wolosky LLP, counsel to the Company.*
|
23.1
|
Consent
of Hancock, Askew & Co., LLP.*
|
23.2
|
Consent of Olshan Frome Wolosky LLP, counsel to the Company (included in Exhibit 5.1).*
|
24
|
Power
of Attorney (included on signature page).*
|
*
Filed herewith.
Creative Learning (PK) (USOTC:CLCN)
Historical Stock Chart
From Apr 2024 to May 2024
Creative Learning (PK) (USOTC:CLCN)
Historical Stock Chart
From May 2023 to May 2024