-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfzES/zbbSayS4W5DmpsultKvizUveLAK4lDzOIGjuvGDHmLW5r09cfBkZlMwAVY oZqi1Nkh2I0qSj8JEBUDWg== 0000950123-96-005355.txt : 19961004 0000950123-96-005355.hdr.sgml : 19961004 ACCESSION NUMBER: 0000950123-96-005355 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961003 EFFECTIVENESS DATE: 19961003 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE LEARNING PRODUCTS INC CENTRAL INDEX KEY: 0000846614 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 222930106 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13347 FILM NUMBER: 96638793 BUSINESS ADDRESS: STREET 1: 150 MORRIS AVE STE 205 CITY: SPRINGFIELD STATE: NJ ZIP: 07081 BUSINESS PHONE: 2014670266 MAIL ADDRESS: STREET 1: 150 MORRIS AVENUE STREET 2: 150 MORRIS AVENUE CITY: SPRINGFIELD STATE: NJ ZIP: 07081 S-8 1 CREATIVE LEARNING PRODUCTS, INC. 1 As filed with the Securities and Exchange Commission on October 3, 1996 File No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CREATIVE LEARNING PRODUCTS, INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey 22-2930106 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 150 Morris Avenue, Suite 205, Springfield, New Jersey 07081 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Employment Agreement dated as of September 25, 1996 - -------------------------------------------------------------------------------- (Full Title of the Plan) Mr. Peter J. Jegou Creative Learning Products, Inc. 150 Morris Avenue, Suite 205 Springfield, NJ 07081 (201) 467-0266 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Agent for Service) Copy to: Robert W. Berend, Esq. Gold & Wachtel, LLP 110 East 59th Street New York, NY 10022 CALCULATION OF REGISTRATION FEE
============================================================================================================================= Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registra- Registered Registered Per Share(1) Price(1) tion Fee - ---------- ---------- ------------ -------- --------- Common Stock, 1,500,000 $0.75 $1,125,000 $388 no par value shares
- ------------------ (1) Estimated solely for the purpose of calculating the registration fee. The proposed maximum offering price and the registration fee for the shares to be issued upon the exercise of the CLPI Warrant are computed, pursuant to Rule 457(h), on the basis of the exercise price of the CLPI Warrant as set forth in the Employment Agreement. 2 PROSPECTUS CREATIVE LEARNING PRODUCTS, INC. 1,500,000 SHARES OF COMMON STOCK, NO PAR VALUE ISSUABLE UPON THE EXERCISE OF A WARRANT EXPIRING AUGUST 6, 1999 ------------------- EMPLOYMENT AGREEMENT DATED AS OF SEPTEMBER 25, 1996 BY AND BETWEEN CREATIVE LEARNING PRODUCTS, INC. AND PETER J. JEGOU ------------------- This Prospectus relates to an offering by Creative Learning Products, Inc. ("CLPI") of an aggregate of 1,500,000 shares of CLPI's Common Stock, no par value (the "Common Stock"), to be issued to Peter J. Jegou (the "Executive") upon the exercise of a Warrant expiring August 6, 1999 (the "Warrant") granted pursuant to a written employment agreement dated as of September 25, 1996 (the "Agreement") by and among CLPI and the Executive. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- This Prospectus does not constitute an offer to sell securities in any state to any person to whom it is unlawful to make such offer in such state. ------------------- The date of this Prospectus is October 3, 1996 3 AVAILABLE INFORMATION CLPI is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed with the Commission can be inspected and copied at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following regional offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of this material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at the following Web site address: http://www.sec.gov. Because the Common Stock is traded on the National Association of Securities Dealers Automated Quotation ("Nasdaq") System, reports, proxy and information statements and other information concerning CLPI can also be inspected by contacting the National Association of Securities Dealers, Inc. (the "NASD"), Nasdaq Reports Section, at 1735 K Street, N.W., Washington, D.C. 20006-1506. CLPI has filed with the Commission a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to an aggregate of 1,500,000 shares of the Common Stock to be issued to the Executive upon the exercise of the Warrant granted pursuant to the Agreement. This Prospectus, which is Part I of the Registration Statement, omits certain information contained in the Registration Statement. For further information with respect to CLPI and the shares of the Common Stock offered by this Prospectus, reference is made to the Registration Statement, including the exhibits thereto. Statements in this Prospectus as to any document are not necessarily complete and, where any such document is an exhibit to the Registration Statement or is incorporated herein by reference, each such statement is qualified in all respects by the provisions of such exhibit or other document, to which reference is hereby made for a full statement of the provisions thereof. A copy of the Registration Statement, with exhibits, may be obtained from the Commission's office in Washington, D.C. (at the above address) upon payment of the fees prescribed by the rules and regulations of the Commission, or examined there without charge. 2 4 CLPI will provide without charge to each person to whom a Prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the information that has been incorporated by reference in the Prospectus (not including exhibits to such information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Prospectus incorporates). Requests for such copies should be directed to Creative Learning Products, Inc., Attention: Walter J. Krzanowski, Chief Financial Officer, 150 Morris Avenue, Suite 205, Springfield, NJ 07089, Telephone: (201) 467-0266. No person has been authorized by CLPI to give any information or to make any representation other than as contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by CLPI. Neither the delivery of this Prospectus nor any distribution of the shares of the Common Stock underlying the Warrant under the terms of the Agreement (which constitutes the plan) shall, under any circumstances, create any implication that there has been no change in the affairs of CLPI since the date hereof. 3 5 EMPLOYMENT AGREEMENT DATED AS OF SEPTEMBER 25, 1996 BY AND BETWEEN CREATIVE LEARNING PRODUCTS, INC. AND PETER J. JEGOU ------------------- 1,500,000 SHARES OF THE COMMON STOCK, NO PAR VALUE, ISSUABLE UPON THE EXERCISE OF A WARRANT EXPIRING AUGUST 6, 1999 PART I ITEM 1. PLAN INFORMATION GENERAL PLAN INFORMATION Creative Learning Products, Inc., a New Jersey corporation ("CLPI"), is offering by this Prospectus an aggregate of 1,500,000 shares (the "Shares") of CLPI's Common Stock, no par value (the "Common Stock"), to be issued upon the exercise of a Common Stock purchase warrant issued pursuant to a written employment agreement dated as of September 25, 1996 (the "Agreement") by and among CLPI and Peter J. Jegou (the "Executive"). Under the Agreement the Executive has provided services, and will continue to serve CPLI, as hereinafter described. The Executive has accepted, as a component of his compensation for his services, a Common Stock purchase warrant expiring August 6, 1999 (the "Warrant") to purchase 1,500,000 shares of the Common Stock. The purpose of this form of compensation provided for in the Agreement is to provide the Executive with an opportunity to acquire the Shares on favorable terms by exercising the Warrant and thereby create a proprietary interest in the progress and success of the business of CLPI and provide him with maximum incentive to perform his services at the highest possible level. The following description of the Agreement is only a summary and does not purport to be complete. It is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 4(b) to the Registration Statement of which this Prospectus is a part and is incorporated herein by this reference. Pursuant to the Agreement, the Executive is employed as Chairman, Chief Executive Officer and President of CLPI and is responsible, subject to the control of the Board of Directors of CLPI, for the establishment and implementation of corporate policy and general management of CLPI. In that capacity, the 4 6 Executive has the duties and responsibilities normally associated with the positions of the Chairman, Chief Executive Officer and President. The term of the Agreement is for three years effective as of August 7, 1996. CLPI may terminate the Agreement earlier for cause (see "Forfeitures and Penalties"). CLPI has agreed to file this Registration Statement with respect to the Shares. CLPI will pay all expenses related to this Registration Statement. The Executive has represented that he has acquired the Warrant for investment purposes only and not with a view to, or in connection with, the resale or distribution thereof. Upon issuance the Shares shall be deemed fully paid and nonassessable and shall be free and clear of all security interests, liens and encumbrances. The Agreement is not subject to the provisions of the Executive Retirement Income Security Act of 1974 ("ERISA") and is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). CLPI and its subsidiaries are referred to herein as the "Company." SECURITIES TO BE OFFERED Pursuant to the Agreement, the number of the shares of the Common Stock as to which the Warrant was granted and is to be exercised is 1,500,000 shares. EXECUTIVES WHO MAY PARTICIPATE IN THE PLAN The Executive may exercise the Warrant prior to its Expiration Date (as such term is defined, see "Purchase of Securities Pursuant to the Plan and Payment For Securities Offered"). PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED The Warrant may be exercised on and after February 7, 1997 and until the close of business on August 6, 1999 (the "Expiration Date") for up to 1,500,000 shares of the Common Stock at an exercise price of $0.75 per share. CLPI has reserved the right to lower the exercise price of the Warrant. Subject to the limitations in the preceding paragraph, the Executive may exercise the Warrant with respect to all of the Shares then available for purchase or with respect to such lesser number of shares of the Shares as he, from time to time, desires 5 7 prior to the Expiration Date or the earlier termination of the Warrant. The Warrant will be deemed exercised upon receipt by CLPI, at its principal office, during the term of the Warrant of (a) a written notice signed by the Executive advising of the Executive's exercise of the Warrant with respect to the specified number of shares of the Shares and (b) payment in the form of a check, bank draft or money order of the full purchase price for the number of shares of the Shares covered by the notice. A check, bank draft or money order will be accepted as payment, subject to collection, and stock certificates registered in the name of the Executive for the number of shares of the Shares covered by such exercise will be delivered by CLPI within five business days after such collection. The shares of the Common Stock to be issued upon exercise will be issued from authorized but unissued shares (or, if available and the Board of Directors of CLPI so directs, from treasury shares) and CLPI will not purchase shares in the open market for such purpose. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST The Warrant may not be assigned or transferred in whole or in part by the Executive except under the laws of descent and distribution. FORFEITURES AND PENALTIES The Agreement may be terminated by CLPI upon five (5) days' written notice to the Executive in the event that (a) the Executive breaches any term or condition of the Agreement and such breach is not cured by the Executive within 30 days after notice thereof; or (b) engages in conduct detrimental to CLPI as determined by the Board; or (c) in the event of his death; or (d) in the event the Executive becomes disabled for a period of four (4) consecutive weeks. If the Agreement is terminated prior to the full exercise of the Warrant for reasons other than the default of CLPI, the Warrant shall terminate as to the shares for which they have not been exercised on a pro rata basis. TAX EFFECTS OF PLAN PARTICIPATION The following is a summary of the Federal income tax provisions under the Code currently applicable to the Warrant, including the consequences of exercise, based upon advice to CLPI by Gold & Wachtel, LLP, its counsel. The Executive should consult his own tax advisors concerning legislative or administrative developments, as well as his individual Federal income tax position before exercising the Warrant or disposing of any shares of the Shares acquired upon the exercise of the Warrant. CLPI makes no representation as to the tax status or effect of the Warrant under the Code or the tax consequences under the laws of any state or other jurisdiction of the granting of the Warrant, any exercise thereof or of any sale of any shares of the Shares acquired pursuant thereto. No income will be recognized by the Executive upon the receipt of the Warrant. Because the Executive is subject to Section 16(b) of the Exchange Act (i.e., he is an executive officer and a director of CLPI and because, at the time of purchase of the Common Stock, the sale of any shares of the Common Stock at a profit could subject the Executive to suit under Section 16(b), then, unless the Executive otherwise elects under Section 83(b) of the Code, the Executive will recognize ordinary income to the extent of the 6 8 excess of the fair market value of the Common Stock over the exercise price on the later of the date when the Warrant is exercised or the date on which the Section 16(b) restrictions lapse. The Executive's basis for the Common Stock acquired upon exercise of the Warrant will be the fair market value of the Common Stock on the later of the date when the Warrant is exercised or the date on which the restrictions lapse. Under Section 83(b) of the Code, the Executive may elect, within 30 days after the date of exercise, to recognize income on the date of exercise based on the fair market value of the Common Stock on that date. If the Executive makes such election, he will have a tax basis in the shares equal to the fair market value of the Common Stock on the date of exercise. Because the Executive is an employee of CLPI, the excess over the exercise price may constitute wages subject to the withholding of income tax and CLPI, in such event, will be required to make whatever arrangements are necessary to ensure that the amount of the tax required to be withheld is available for payment by the Executive in money. The gain or loss upon the subsequent disposition of the shares acquired upon the exercise of the Warrant will be the difference between the basis for such shares and the amount realized upon the sale thereof and will be recognized as capital gain or loss in the taxable year in which the sale occurs. The capital gain or loss will be short term or long term depending upon whether the shares were held for more or less than one year at the time of the disposition. The holding period excludes the date of acquisition and includes the date of disposition. The required holding period is computed with reference to calendar months and fractions thereof rather than the days in the holding period. In the case of the Executive, if his long term capital gain exceeds his short term capital loss, the maximum tax on the excess is 28% as compared to the maximum tax rate on short term capital gains or ordinary income of 39.6%. At the time the Executive realizes income with respect to the acquisition of the Shares, CLPI will be entitled to a deduction in an amount equal to the amount required to be reported by the Executive as ordinary income. ITEM 2. REGISTRANT INFORMATION AND EXECUTIVE AGREEMENT ANNUAL INFORMATION CLPI will provide, without charge, to the Executive, upon its written or oral request, a copy of CLPI's latest Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996, which document is incorporated herein by this reference in this Prospectus and is made a part hereof. There is also incorporated herein by this reference and made a part hereof, all documents filed and to be filed by CLPI pursuant to Sections 13(a), 13(c), 7 9 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered by this Prospectus have been sold or which deregisters all securities then remaining unsold. Requests for such information should be directed to Walter J. Krzanowski, Chief Financial Officer, Creative Learning Products, Inc., 150 Morris Avenue, Suite 205, Springfield, NJ 07081; Telephone: (201) 467-0266. 8 10 TABLE OF CONTENTS Page ---- Available Information............ 2 Plan Information General Plan Information....... 4 Securities To Be Offered....... 5 Executives Who May Participate in the Plan...... 5 Purchase of Securities Pursuant to the Plan and Payment For Securities Offered...................... 5 Withdrawal from the Plan; Assignment of Interest....... 6 Forfeitures and Penalties...... 6 Tax Effects of Plan Participation................ 6 Registrant Information and Executive Agreement Annual Information.................... 8 CREATIVE LEARNING PRODUCTS, INC. 1,500,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF A WARRANT EXPIRING AUGUST 6, 1999. Prospectus dated October 3, 1996 11 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Registrant's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996 is incorporated by reference in this Registration Statement and made a part hereof. There is also incorporated herein by reference hereto and made a part hereof the Registrant's Registration Statement on Form 8A dated April 25, 1989 and all other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by the Prospectus have been sold or which deregisters all securities then remaining unsold. Such documents shall be deemed to be incorporated by this reference and to be made a part hereof from the date of filing of such documents. In addition, the audited consolidated financial statements of the Registrant to be included in subsequently filed documents will be incorporated herein in reliance upon the reports of BDO Seidman, LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given upon the authority of such firms as experts in accounting and auditing. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The consolidated financial statements of the Registrant appearing in the Registrant's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996 have been audited by BDO Seidman, LLP, independent auditors, as set forth in such firm's report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein in reliance on the report of BDO Seidman, LLP pertaining to such financial statements given on the authority of such firm as experts in accounting and auditing. The validity of the securities offered hereby will be passed upon for the Registrant by Gold & Wachtel, LLP, 110 East 59th Street, New York, New York 10022. Gold & Wachtel, LLP is the holder of 178,750 shares of the Registrant's Common Stock, no par value (the "Common Stock"), and a Common Stock purchase warrant to purchase 114,387 shares of the Common Stock at $1.311 per share (both the number of shares and the exercise price being 10 12 subject to further adjustments pursuant to the antidilution provision thereof), the shares and the warrant being received in lieu of payments for legal fees. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article VI of the Articles of Incorporation of the Registrant provides indemnification of persons including directors and officers of the Registrant to the fullest extent permitted by the Business Corporation Act of the State of New Jersey (the "BCA"). Section 14A:3-5(2) of the BCA empowers a corporation to indemnify a corporate agent (which term includes a director or officer) against his or her expenses and liabilities in connection with any proceeding involving the corporate agent, other than a proceeding by, or in the right of, the corporation, if such corporate agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to a criminal proceeding, such agent has no cause to believe his or her conduct was unlawful. Subsection 14A:3-5(3) of the BCA provides for similar indemnification of a corporate agent in a proceeding by, or in the right of, the corporation, but requires court approval of the actual indemnification. Subsections 14A:3-5(5) through Subsection 14A:3(5)(12) of the BCA further define the procedures relating to indemnification. See the last undertaking in Item 17 to this Registration Statement. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS All of the following exhibits except those designated with an asterisk are incorporated herein by reference to a prior registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), or a periodic report filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act. Those exhibits designated with an asterisk are filed as an exhibit to this Registration Statement. Number Exhibits - ------ -------- 3(a) Copy of Articles of Incorporation of the Registrant.(1) 11 13 Number Exhibits - ------ -------- 3(a)(1) Copy of Amendment to Articles of Incorporation of the Registrant filed on December 30, 1988.(1) 3(a)(2) Copy of Amendment to Articles of Incorporation of the Registrant filed on September 12, 1991.(2) 3(a)(3) Copy of Certificate of Designations and Preferences of the Series A Preferred Stock of the Registrant filed on September 12, 1991.(2) 3(a)(4) Copy of Amendment to the Articles of Incorporation of the Registrant filed on May 22, 1992.(2) 3(a)(5) Copy of Amendment to the Articles of Incorporation of the Registrant filed on June 23, 1992.(2) 3(a)(6) Copy of Amendment to the Articles of Incorporation of the Registrant filed on August 25, 1993.(2) 3(a)(7) Copy of Amendment to the Articles of Incorporation of the Registrant filed on January 26, 1994.(3) 3(b) Copy of Amended and Restated By-Laws of the Registrant as adopted by shareholders on January 12, 1994.(3) 4(a) Specimen of Common Stock Certificate after one- for-four reverse stock split effective January 26, 1994.(3) *4(b) Copy of Employment Agreement dated as of September 25, 1996 by and between the Registrant and Peter J. Jegou. *4(b)(1) Form of Common Stock Purchase Warrant expiring August 6, 1999 issued by the Registrant to Peter J. Jegou. *5 Opinion of Gold & Wachtel, LLP. *23(a) Consent of Gold & Wachtel, LLP is included in its Opinion filed as Exhibit 5. *23(b) Consent of BDO Seidman, LLP. 12 14 - ------------------ (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-18, File No. 33-27027, and incorporated herein by this reference. (2) Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for the year ended May 31, 1993 and incorporated herein by this reference. (3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended February 28, 1994 and incorporated herein by this reference. ITEM 17. UNDERTAKINGS. 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 the 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 the Registration Statement; and (iii) 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. 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. 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 15 13(a) of the Exchange Act that is incorporated by reference in the 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. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information. 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 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 Securities Act and will be governed by the final adjudication of such issue. 14 16 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, in the City of New York, State of New York, on September 30, 1996. CREATIVE LEARNING PRODUCTS, INC. (Registrant) By: /s/ Peter J. Jegou ------------------------------------ Peter J. Jegou Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 30, 1996. Signature Title - --------- ----- /s/ Peter J. Jegou Principal Executive Officer and - ----------------------------- Director Peter J. Jegou /s/ Walter J. Krzanowski Principal Financial and - ----------------------------- Accounting Officer Walter J. Krzanowski /s/ Carol A. Kulina-Jegou Director - ----------------------------- Carol A. Kulina-Jegou 15 17 E X H I B I T S 18 EXHIBIT INDEX Page Number Exhibit Number - ------ ------- ------ 4(b) Employment Agreement dated as of September 25, 1996 by and between the Registrant and Peter J. Jegou............................ E-1 4(b)(1) Form of Common Stock Purchase Warrant expiring August 6, 1999 issued by the Registrant to Lee S. Rosen............................... E-7 5 Opinion of Gold and Wachtel, LLP........... E-15 23(a) Consent of Gold & Wachtel, LLP is included in their opinion filed as Exhibit 5 hereto 23(b) Consent of BDO Seidman, LLP................ E-17 EX-4.B 2 EMPLOYMENT AGREEMENT 1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of September 25, 1996 between Peter J. Jegou ("Executive") and Creative Learning Products, Inc., a New Jersey corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company desires to secure the Executive's employment with the Company upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Executive desires to commit himself to serve the Company upon the terms, conditions and provisions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Employment of Executive. Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth. 2. Employment Period. The term of Executive's employment under this Agreement (the "Employment Period") shall commence as of August 7, 1996 and, subject to earlier termination as provided in Section 7, shall terminate on August 6, 1999 (the "Expiration Date"). 3. Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as Chairman, Chief Executive Officer and President of the Company and shall be responsible, subject to the control of the Board of Directors of the Company (the "Board"), for the establishment and implementation of corporate policy and general management of the Company. In that capacity the Executive shall have the duties and responsibilities normally associated with the positions of the Chairman, Chief Executive Officer and President. It is the intention of the Parties that the Executive also serve as a member of the Board during the Employment Period and, in this connection, shall use its best efforts to continue his election thereon. The Executive, in 1 2 carrying out his duties, under this Agreement, shall report to, and be subject to the supervision of, the Board. (b) The Executive shall devote all of his professional time, energy and skill to the affairs of the Company and to the promotion of its interests on a full-time basis and will render such services to the best of the Executive's ability. (c) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations not engaged in competition with the Company or any subsidiary thereof or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) managing his personal investments and affairs and (iv) being involved in other business transactions, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company's Chairman, Chief Executive officer and President. 4. Base Salary. The Executive shall be paid a Base Salary at the annualized rate of $200,000, payable in accordance with the regular payroll practices of the Company for executive officers thereof, but in no event shall he be paid less frequently than monthly. The Company may deduct from payments of the salary during the Employment Period the amount of any applicable withholding taxes and any payments received by the Executive as disability payments under any policy or program for which the Company pays the premiums or other costs or which the Executive receives as Social Security or other disability benefits. 5. Annual Bonus. The Executive shall be entitled to be considered for receipt of an annual bonus, the amount, if any, of which shall be determined by the Board in its sole discretion. 6. Other Bonus. Effective August 7, 1996, in consideration for Executives services in developing alternative gaming products for the Company, the Company grants to Executive a Common Stock purchase warrant to purchase 1,500,000 shares of the Common Stock, no par value, of the Company at an exercise price of $0.75 per share and expiring on August 6, 1999. 2 3 7. Events of Termination. In the event that (a) the Executive breaches any term or condition of this Agreement and such breach is not cured by the Executive within 30 days after notice thereof; or (b) engages in conduct detrimental to the Company as determined by the Board; or (c) in the event of his death; or (d) in the event the Executive becomes disabled for a period of four (4) consecutive weeks, then in any such event the Company shall have the right to terminate this agreement upon five (5) days' written notice to him, at which time this Agreement shall come to an end and be of no further force and effect. 8. Non Competition and Confidentiality. (a) During the Employment Period, and for a period of three (3) years after the termination thereof, the Executive covenants and agrees that he shall not: (i) directly or indirectly own any interest in, manage, operate, join, control, participate in, invest in, or otherwise be connected in any manner with, whether as an officer, director, employee, partner, investor, agent or otherwise, any business entity which is engaged in the business that the Company or any subsidiary thereof engages or has engaged in during the Employment Period in any territory or geographic area where a material portion of the Company's or such subsidiary's business was conducted during the Employment Period; provided, however, that nothing contained in this Subsection 8(a)(i) shall preclude the Executive from owning up to five percent (5%) of the issued and outstanding shares of publicly traded common stock of a corporation engaged in the business conducted by the Company or any subsidiary thereof; or (ii) employ, offer to employ or otherwise engage, solicit for employment or advise or recommend to any other person or entity that such person or entity employ or offer to employ or otherwise engage, any person or entity who during the Employment Period is or has been an employee, sales representative or agent of, or consultant to, the Company or any subsidiary thereof, except with the prior consent of the Company or except for any members of the Executive's family. (b) The Executive agrees that all Proprietary Property (as hereinafter defined) discovered, developed, created or conceived by the Executive at any time during the Employment Period for the Company or any subsidiary thereof shall be the exclusive property of the Company or such subsidiary and the Executive hereby irrevocably assigns and transfers to the Company all Proprietary Rights (as hereinafter defined), Proprietary Property and confidential or proprietary material pertaining thereto. The Executive agrees that he shall not at any time 3 4 during or subsequent to the Employment Period use any Proprietary Information (as hereinafter defined) for his own benefit or for the benefit of any person other than the Company or any subsidiary thereof. The Executive further agrees that he shall not at any time during or subsequent to the Employment Period disclose or otherwise make available any of the Proprietary Information to any person other than the Company or a subsidiary thereof and the officers and other agents thereof authorized to have access to such information, except with the prior consent of the Company or unless the Executive is required to disclose or make available any such Proprietary Information by a final, non-appealable order of a court of competent jurisdiction in a proceeding of which the Company had adequate notice and at which the Company had an opportunity to be heard. (i) "Proprietary Property" shall mean any invention, product, know-how, formula, process, design, concept, idea or other creation which may be commercially exploited and is related to any business conducted by the Company or any subsidiary thereof at any time during the Employment Period. (ii) "Proprietary Right" shall mean any patent, letters patent, copyright or application for the registration thereof, trade name, trademark or application for the registration thereof, or any other industrial or commercial property right of whatsoever nature, kind or description pertaining to any Proprietary Property. (iii) "Proprietary Information" shall mean any of the Company's or a subsidiary's data, knowledge, trade secrets, inventions, products, know-how, formulas, processes, designs, concepts, ideas or other creations of whatsoever nature, kind or description which is (a) acquired by the Executive during the Employment Period or prior thereto and (b) of a secret and confidential nature and not in the public domain. (c) The Executive expressly agrees and acknowledges that any breach or threatened breach by him of this Section 8 will cause irreparable damage to the Company for which monetary damages will not be an adequate remedy, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in addition to all of the rights and remedies of the Company under this Agreement, including, but not limited to, the right to the recovery of monetary damages from the Executive, the Company shall be entitled, and the Executive hereby consents, to issuance by any court of competent jurisdiction of temporary, preliminary and permanent injunctions, without bond, enjoining any such breach or threatened breach by the Executive. In the event that the Company obtains injunctive relief against the Executive in respect of a violation of this Section 8, the Executive's remedies shall be limited to, dissolution of any injunction or 4 5 order, if warranted, upon a duly held hearing in a court of competent jurisdiction and damages for wrongful issuance of any such injunction. (d) The parties hereto hereby agree and acknowledge, after adequate opportunity to consult with counsel, that the duration, scope and geographic area applicable to the restrictions set forth in this Section 8 are fair, reasonable and necessary. The consideration provided for in Sections 4, 5 and 6 hereof is sufficient and adequate to compensate the Executive for agreeing to the restrictions contained in this Section 8. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable. 9. Miscellaneous. (a) Each notice or other communication relating to his Agreement (hereinafter a "notice") shall be in writing and delivered in person, by registered or certified mail, return receipt requested, or by reputable overnight courier to the applicable party hereto at the address of such party set forth below, or to such other address as either party hereto shall designate by notice to the other party hereto. Each notice shall be deemed to have been effectively given when delivered in person or, if mailed, on the third business day after mailing to the proper address, or if sent by overnight courier, on the second business day after deposit with such courier. If to the Company: Creative Learning Products, Inc. 150 Morris Avenue Springfield, New Jersey 07081 If to Executive: Peter J. Jegou 1866 Mountain Top Road Bridgewater, New Jersey 08807 (b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey applicable to contracts executed and to be fully performed therein, without regard to principles of conflicts of laws. (c) This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and each successor of the Company. The Executive may not assign, delegate or hypothecate in any manner any of his obligations hereunder. 5 6 (d) Except as specifically provided in Section 8(d) hereof, if any term, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder hereof, or the application of such term, condition or provision to persons or circumstances other than those as to which it is held invalid, shall be unaffected thereby, and each term, condition and provision of this Agreement shall be enforced to the fullest extent permitted by law. (e) This Agreement may not be modified or amended except in a writing signed by the party hereto against whom such amendment or modification is sought to be enforced. (f) The agreements contained in Section 8 hereof shall survive the termination of the Employment Period. (g) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (h) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and agreements, written or oral, between the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written. CREATIVE LEARNING PRODUCTS, INC. By:___________________________ CHIEF FINANCIAL OFFICER ____________________________ PETER J. JEGOU 6 EX-4.B1 3 COMMON STOCK PURCHASE WARRANT-8/6/99 1 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER AND THE PROVISIONS OF THIS WARRANT. WARRANT TO PURCHASE 1,500,000 SHARES OF COMMON STOCK OF CREATIVE LEARNING PRODUCTS, INC. ISSUED TO PETER J. JEGOU DATED: AUGUST 7, 1996 WARRANT NO. ____ (INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY) THIS CERTIFIES THAT PETER J. JEGOU (the "Warrant Holder") is the owner of a Warrant, subject to adjustment as provided in Section 3 hereof, which entitles the owner thereof to purchase, in whole or in part at any time, and from time to time, during the period commencing on February 7, 1997 (the "Commencement Date") and terminating at 5:00 P.M., New York Time, on August 6, 1999 (the "Expiration Date"), 1,500,000 fully paid and nonassessable shares of the Common Stock, no par value (the "Common Stock"), of Creative Learning Products, Inc., a New Jersey corporation (hereinafter called the "Company"), at the purchase price per share of $0.75 (the "Purchase Price"), subject to adjustment as provided in Section 3 hereof, payable in lawful money of the United States of America upon surrender of this Warrant and payment of the Purchase Price in lawful money of the United States of America at the principal office of the Company (currently 150 Morris Avenue, Springfield, New Jersey 07081) or at such other place as the Company may designate by written notice to the Warrant Holder. 1. Exercise The Warrant evidenced hereby may be exercised from time to time, in whole or in part, from the Commencement Date until the Expiration Date, provided that in no event may any fractional share of the Common Stock be issued. In the event that a fractional share would otherwise be issued as a result of any adjustment made pursuant to Section 3 hereof or otherwise, payment for such fractional share shall be made on the basis of the Market Price on 2 the date of exercise. For the purpose of this Section 1, the term "Market Price" shall mean (a) if the Common Stock is traded on a national securities exchange or on the National Association of Securities Dealers Automated Quotation ("NASDAQ") System, the closing sales price (or, if no sales on that day, the high bid price) or (b) if the Common Stock is not traded as provided in subsection (a), the closing bid price as reported in the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") or in the pink sheets by the National Quotation Bureau, Inc. Upon any exercise of the Warrant evidenced hereby, the form of election to purchase set forth as Exhibit A hereto shall be properly completed, executed and delivered to the Company, together with full payment to the Company of the Purchase Price for the shares as to which the Warrant is exercised by certified check or bank draft. In the event that there is only a partial exercise of the Warrant evidenced hereby, there shall be issued to the Warrant Holder a new Warrant Certificate, in all respects similar to this Warrant Certificate, evidencing the number of shares of the Common Stock still available for exercise. Upon receipt of full payment and properly completed documentation, the Company shall then cause the Transfer Agent for the Common Stock to issue fully paid and nonassessable shares of the Common Stock as are represented by the exercise. If this Warrant shall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, the Company shall not be required to make delivery of certificates for shares of the Common Stock until the date of the reopening of said transfer books. 2. Expiration Date The Warrant evidenced hereby may not be exercised before the Commencement Date or after the Expiration Date with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent not exercised by the Expiration Date, the Warrant evidenced hereby shall become void. 3. Adjustments Subject to the provisions of this Section 3, the Purchase Price and the shares of the Common Stock as to which the Warrant may be exercised shall be subject to adjustment from time to time as hereinafter set forth: (a) If at any time, or from time to time, the Company shall, by subdivision, consolidation, or reclassification of shares, or otherwise, change as a whole the outstanding shares of the Common Stock into a different number or class of shares, the 2 3 number and class of shares so changed shall replace the shares outstanding immediately prior to such change and the Purchase Price and the number of shares purchasable under the Warrant immediately prior to the date on which such change shall become effective shall be proportionately adjusted. (b) Irrespective of any adjustments or change in the Purchase Price or the number of securities actually purchasable under the Warrant, the Warrant theretofore and thereafter issued may continue to express the exercise price and the number of securities purchasable thereunder as the Purchase Price and the number of securities purchasable were expressed in the Warrant when initially issued. (c) If at any time while the Warrant is outstanding, the Company shall consolidate with, or merge into, another corporation, firm or entity, or otherwise enter into a form of business combination, the holder of the Warrant shall thereafter be entitled upon exercise thereof to purchase, with respect to each security purchasable thereunder immediately prior to the date on which such consolidation or merger or other form of business combination shall become effective, the securities or property to which a holder of one such security would have been entitled upon such consolidation or merger or other form of business combination, without any change in, or payment in addition to, the Purchase Price in effect immediately prior to such consolidation or merger or other form of business combination, and the Company shall take such steps in connection with such consolidation or merger or other form of business combination as may be necessary to assure that all the provisions of the Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of the Warrant. (d) The Board of Directors of the Company, in its discretion, may, at any time during the exercise period of the Warrant, extend the exercise period or reduce the Purchase Price for all warrants then outstanding. (e) Upon the happening of any event requiring the adjustment of the exercise price hereunder, the Company shall forthwith give written notice thereof to the registered holder of the Warrant stating the adjusted Purchase Price and the adjusted number of securities purchasable upon the exercise thereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The certificate of the Company's independent public accountants shall be conclusive evidence of the correctness of any computation made hereunder. 3 4 4. Notice to Warrant Holder Nothing contained herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders for the election of directors of the Company or any other matter, or any other rights whatsoever as a shareholder of the Company; provided, however, that in the event that: (a) the Company shall take action to make any distribution (other than cash dividends payable out of earnings or earned surplus) on the Common Stock; (b) the Company shall take action to offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights or securities convertible into the Common Stock; (c) the Company shall take action to accomplish any capital reorganization, or reclassification of the capital stock of the Company (other than a change in par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger of the Company into, or a sale of all or substantially all of its assets to, another corporation; or (d) the Company shall take action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall, (x) at least 10 days prior to the date on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of any such distribution or subscription rights, the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their shares of the Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or 4 5 validity of any of the matters set forth in this Section 5 inclusive. 5. Investment Representation The Warrant Holder, by his, her or its acceptance of this Warrant, acknowledges that neither the Warrant nor the shares of the Common Stock issuable upon exercise thereof have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, represents and warrants to the Company that he, she or it is acquiring the Warrant for investment and not with a view to, or in connection with, any distribution thereof. The holder further represents and warrants that, if a registration statement under the Securities Act is not effective with respect to the underlying shares at the time of exercise, the Warrant Holder will acquire the shares of the Common Stock for investment and not with a view to, or in connection with, any distribution thereof. 6. Transfers and Exchanges The Company shall transfer, from time to time, any outstanding Warrant upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. The Warrant so canceled shall be delivered to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Company, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the rights to purchase a like number of shares. Anything in this Section 6 to the contrary notwithstanding, no transfer shall be made if such transfer would violate Section 5 of the Securities Act. 7. Payment of Taxes The Company will pay any documentary stamp taxes attributable to the initial issuance of the Common Stock issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any certificates for the Common Stock in a name other than that of the registered holder of the Warrant in respect of which such shares are issued, and in such case the Company shall not be required to issue or deliver any certificates for the Common Stock or any Warrant for remaining shares until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's satisfaction that such tax has been paid. 5 6 8. Mutilated or Missing Warrant In case the Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue and deliver in exchange and substitution for, and upon cancellation of, the mutilated Warrant, or in lieu of, and in substitution for, the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant. Applicants for such substitute Warrant shall also comply with such other reasonable regulations and pay such reasonable charges as the Company may prescribe. 9. Reserve The Company covenants and agrees that, from time to time, there will be authorized and available for delivery a sufficient number of its shares of the Common Stock or other securities into which the Warrant is then exercisable to permit the exercise of the Warrant at the time outstanding as and when the certificates shall, from time to time, be deliverable in accordance with Section 1 hereof. In the event that there are insufficient shares or other securities for such purpose, the Company shall use its best efforts to seek shareholder approval for an Amendment to the Company's Certificate of Incorporation and/or to take such other action as is necessary or appropriate to cause such shares or other securities to be authorized. 10. Governing Law The Warrant evidenced hereby shall be construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed in that State, without giving effect to any principles of conflicts of laws. IN WITNESS WHEREOF, Creative Learning Products, Inc. has caused this Warrant to be signed manually by a duly authorized officer. Dated: August 7, 1996 CREATIVE LEARNING PRODUCTS, INC. By: --------------------------- Chief Financial Officer 6 7 EXHIBIT A ELECTION TO PURCHASE To Creative Learning Products, Inc. c/o___________________________________ ___________________________________ ___________________________________ The undersigned hereby irrevocably elects to exercise the Warrant represented by the within Warrant Certificate to purchase _______ shares of the Common Stock issuable upon the exercise of the Warrant and requests that certificates for such shares shall be issued in the name of ________________________________________________________________________________ (Name) ________________________________________________________________________________ (Address) ________________________________________________________________________________ (Taxpayer number) and be delivered to______________________________________________ (Name) at_______________________________________________________________ (Address) and, if said number of shares of the Common Stock shall not be all the shares of the Common Stock evidenced by the within Warrant Certificate, that a new Warrant Certificate for the balance remaining of such said shares be registered in the name of ________________________________________________________________________________ (Name) ________________________________________________________________________________ (Address) ________________________________________________________________________________ (Taxpayer number) and delivered to the undersigned at the address below stated. Dated:________________, 19__ 7 8 Name of holder of Warrant Certificate: ________________________________________________________________________________ (please print) ________________________________________________________________________________ (Address) ________________________________________________________________________________ (Signature) Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. 8 EX-5 4 OPINION AND CONSENT OF GOLD & WACHTEL LLP 1 Exhibit 5 [GOLD & WACHTEL, LLP LETTERHEAD] October 2, 1996 Creative Learning Products, Inc. 150 Morris Avenue Suite 205 Springfield, New Jersey 07081 Dear Sirs: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Creative Learning Products, Inc. (the "Company") under the Securities Act of 1933, as amended, relating to 1,500,000 shares of the Common Stock, no par value per share (the "Common Stock"), of the Company issuable upon the exercise of a warrant expiring August 7, 1999 (the "Warrant") granted pursuant to the terms of a written employment agreement dated as of August 7, 1996 by and between the Company and Peter J. Jegou (the "Agreement"). As counsel to the Company, we have examined the Certificate of Incorporation of the Company, its By-laws, its minutes, the Warrant, the Agreement and other corporate proceedings relating to the authorization and issuance of the aforesaid shares of the Common Stock and have reviewed the Registration Statement in the form intended to be filed. In our opinion, we have made such an investigation and examination as we have deemed necessary for the purposes of expressing an informed opinion on the matters hereafter discussed. Based upon such examination, it is our opinion that: 1. The Company is duly organized and validly existing under the laws of the State of New Jersey; and E-15 2 Creative Learning Products, Inc. October 2, 1996 Page 2 2. The 1,500,000 shares of the Common Stock to be issued upon exercise of the Warrant will, upon issuance pursuant to exercise of the Warrant in accordance with the terms of the Warrant and the Agreement, be validly issued, fully paid and non-assessable. In addition, we hereby consent to the filing of this opinion as an Exhibit to said Registration Statement and to the reference to our firm on page 6 of the Prospectus included in the Registration Statement. Very truly yours, /s/ Gold & Wachtel, LLP E-16 EX-23.B 5 CONSENT OF BDO SEIDMAN, LLP 1 Exhibit 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders Creative Learning Products, Inc. We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 10, 1996, relating to the consolidated financial statements of Creative Learning Products, Inc. and Subsidiaries, appearing in the Company's Annual Report on Form 10-KSB for the year ended May 31, 1996. We also consent to the reference to us under the caption "Interests of Named Experts and Counsel". /s/ BDO Seidman, LLP BDO Seidman, LLP New York, New York October 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----