UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 3 )
RULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(E)
OF
THE SECURITIES EXCHANGE ACT OF 1934
KID
CASTLE EDUCATIONAL CORPORATION
KID
CASTLE EDUCATIONAL CORPORATION
MIN-TAN
YANG
(Names of Persons Filing Statement)
Common
Stock
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
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Emma
Tseng
8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan ROC
Taipei,
Taiwan
(886)
2-2218-5996
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Carter
Mackley
K&L
Gates LLP
925
4
th
Avenue
Seattle,
Washington 98104-1158
(206)
623-7580
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(Name,
Address and Telephone Numbers of Persons Authorized to Receive Notices and
Communications
on Behalf
of the Persons Filing Statement)
This
statement is filed in connection with (check the appropriate box):
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A.
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C
(Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section
240.13e-3(c)) under the Securities Exchange Act of 1934 (“the
Act”).
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B.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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C.
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o
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A
tender offer.
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D.
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o
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None
of the
above.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies:
x
Check the
following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation
of Filing Fee
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$303,000
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$60.60
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*
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Calculated
by multiplying 0.0002 by the estimated aggregate cash payment of $303,000
to holders of fewer than 5,000 shares of the Issuer’s common stock.
The aggregate cash payment is equal to the product of the price of $0.18
per pre-split share and 1,683,333 pre-split shares, the estimated
aggregate number of shares held by such
holders.
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o
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Check
the box if any part of the fee is offset as provided by
Section 240.0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount
Previously Paid:
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$60.60
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Form
or Registration No.:
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Schedule
13E-3
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Filing
Party:
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Kid
Castle Educational Corporation
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Date
Filed:
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June
18, 2009
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SCHEDULE
13E-3
This
Amendment No. 3 is the third amendment to the Rule 13e-3 Transaction Statement
filed on June 18, 2009 (the “Schedule 13E-3” ) by Kid Castle Educational
Corporation, a Florida corporation (referred to herein as “Kid Castle” or the
“Company”) in connection with action taken by a majority of the Company’s
shareholders by written consent dated June 17, 2009 (the “Shareholder Consent”)
relating to a proposal to deregister the Company’s common stock from
registration under the Securities and Exchange Act of
1934. Previously Amendment No. 1 and Amendment No. 2 were filed with
the Securities and Exchange Commission (the “SEC” or the “Commission”) on
September 9 and November 2, 2009, respectively. This Amendment No. 3
is being filed with the SEC in connection with the filing of a third amendment
to the Company’s Information Statement on Schedule 14C (the “Information
Statement”) filed with the SEC on December 23, 2009. The information
contained in the Information Statement, including all annexes to it, is
expressly incorporated herein by reference. Capitalized terms used and not
otherwise defined herein have the meanings given in the Information
Statement.
Pursuant
to the Shareholder Consent, Kid Castle’s Articles of Incorporation will be
amended to effect a 5,000 for 1 reverse stock split of Kid Castle’s common stock
followed immediately by a 1 for 5,000 forward split. Pursuant to the
reverse split, cash will be paid to those shareholders who would, as a result of
the reverse stock split, hold less than one share of Kid Castle’s common stock
after the reverse split.
Item
1. Summary
Term Sheet.
The
information set forth in the Information Statement in the section titled
“SUMMARY TERM SHEET” is incorporated herein by reference.
Item
2. Subject
Company Information.
(a)
Name and Address.
The name
of the subject company is Kid Castle Educational Corporation. Kid
Castle is a Florida corporation with its executive offices located at 8th Floor,
No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of
China. Kid Castle’s telephone number is (011)
886-2-2218-5996.
(b)
Subject
Securities.
The
subject class of equity securities to which this Schedule 13E-3 relates is the
Company’s common stock, no par value per share, of which 30,000,000 shares were
outstanding as of June 30, 2009.
(c)
Trading Market and
Prices.
The
section of the Information Statement titled “INFORMATION ABOUT THE COMPANY —
Market Price of Common Stock” is incorporated herein by
reference.
(d)
Dividends.
The
section of the Information Statement titled “INFORMATION ABOUT THE COMPANY —
Dividends” is incorporated herein by reference.
(e)
Prior Public
Offerings.
The
Company has not made any underwritten public offering of its common stock during
the past three years.
(f)
Prior Stock
Purchases.
The
Company has not purchased any subject securities during the two years preceding
the date of the filing of this Schedule 13E-3. On June 17, 2009, in
order to finance the costs of the Transaction and the operations of the Company
following the Transaction, Company CEO and director Min-Tan Yang purchased
5,000,000 shares of the Company’s common stock at $0.18 per share for an
aggregate purchase price of $900,000. The purchase of stock by Mr.
Yang was reviewed and approved by the Independent Committee in conjunction with
its overall review and approval of the Transaction. See section in the
Information Statement titled “SPECIAL FACTORS — Potential Conflicts of Interests
of our Officers and Directors,”
which is incorporated
herein by reference.
Item
3. Identity
and Background of Filing Person.
(a)
Name and Address.
There are
two filing persons. One filing person, Kid Castle, is also the
subject company, with its address and telephone number provided in Item 2
above. The names of the Company’s officers and directors
are:
Directors
Suang-Yi
Pai
Min-Tan
Yang
Ming-Tsung
Shih
Robert
Theng
Ping
Hsiung Wang
Officers
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Min-Tan
Yang
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Chief
Executive Officer
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Suang-Yi
Pai
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Acting
Chief Financial Officer
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The
address of each director and executive officer of the Company is c/o Kid Castle
Educational Corporation, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei,
Taiwan, Republic of China.
The name
of the other filing person is Min-Tan Yang, the Company’s Chief Executive
Officer and majority shareholder. Mr. Yang’s address is set forth
above.
(b)
Business and Background of
Entities.
None.
(c)
Business and Background of Natural
Persons.
The
section titled “INFORMATION ABOUT THE COMPANY — Information Concerning the Board
of Directors and Executive Officers” set forth in the Information Statement is
incorporated herein by reference.
Neither
the Company, Mr. Yang, nor any of its other directors or executive officers, to
the Company’s or Mr. Yang’s knowledge, has been convicted in a criminal
proceeding during the past five years (excluding traffic violations or similar
misdemeanors) nor have they been a party to any judicial or administrative
proceeding during the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
Mr. Yang,
and each of the Company’s other officers and directors is a citizen of the
Republic of China.
Item
4. Terms
of the Transaction.
(a)
Material Terms.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET”
and “SPECIAL FACTORS” is incorporated herein by reference.
(b)
Purchases.
No
securities will be purchased from any officer, director or affiliate of the
Company in connection with the Transaction.
(c)
Different Terms.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
The Transaction,” “— Effects of the Transaction,” “— Determination of
Shareholders of Record,” “— Payment to Cashed Out Shareholders,” and “— Material
Federal Income Tax Consequences;” and SPECIAL FACTORS — Effects of the
Transaction,” “— Independent Committee Deliberations and Fairness,” and “—
Material Federal Income Tax Consequences” is incorporated herein by
reference.
(d)
Appraisal Rights.
The
information set forth in the Information Statement under “SPECIAL FACTORS — No
Appraisal or Dissenters’ Rights” is incorporated herein by
reference.
(e)
Provisions for Unaffiliated Security
Holders.
The
Company has not made any special provisions to make corporate records available
or grant unaffiliated security holders counsel or appraisal services at the
expense of either filing person.
(f)
Eligibility for Listing or
Trading.
Not
applicable.
Item
5.
Past
Contacts, Transactions, and Negotiations and Agreements.
(a)
Transactions.
None.
(b)
Significant Corporate
Events.
On June
17, 2009, in order to finance the costs of the Transaction and the operations of
the Company following the Transaction, Company CEO and director Min-Tan Yang
purchased 5,000,000 shares of the Company’s common stock at $0.18 per share for
an aggregate purchase price of $900,000. The purchase of stock by Mr.
Yang was reviewed and approved by the Independent Committee in conjunction with
its overall review and approval of the Transaction. See section in the
Information Statement titled “SPECIAL FACTORS — Potential Conflicts of Interests
of our Officers and Directors,”
which is incorporated
herein by reference. The Subscription Agreement relating to Mr.
Yang’s purchase is attached as Exhibit A to the Company’s Current Report on From
8-K filed with the Commission on June 18, 2009.
On
November 28, 2007, the Company obtained a new bank loan of $1,542,401 from Union
Bank of Taiwan. The loan is secured by the Company’s land and buildings and is
personally guaranteed by Mr. Yang and Mr. Pai, Chairman of the Board. The loan
bears interest at the lending bank’s basic fixed deposit rate plus 1.45% per
annum. Of the principal, $370,176 is repayable in 24 equal monthly installments.
A final balloon payment of $1,172,225 is due on November 28, 2009. The
applicable interest rate is approximately 3.76% per annum.
(c)
Negotiations or
Contracts.
None.
(e)
Agreements Involving Kid Castle’s
Securities
.
None.
Item
6. Purposes
of the Transaction and Plans or Proposals.
(b)
Use of Securities
Acquired.
The
fractional shares cancelled in exchange for cash payments pursuant to the
transaction will return to the pool of authorized but unissued shares of the
Company.
(c)
Plans.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Purpose of and Reasons for the Transaction,” “— Effects of the Transaction;” and
“SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Effects of
the Transaction,” “— OTC Bulletin Board; Pink Sheets Quotation,” “— Independent
Committee Deliberations and Fairness,” and “— Plans for the Company after the
Transaction” is incorporated herein by reference.
Item
7. Purposes,
Alternatives, Reasons and Effects.
(a)
Purposes.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Purpose of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purpose of
and Reasons for the Transaction” is incorporated herein by
reference.
(b)
Alternatives.
The
information set forth in the Information Statement under “SPECIAL FACTORS —
Purpose of and Reasons for the Transaction” and “— Alternatives to the
Transaction” is incorporated herein by reference.
(c)
Reasons.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Purpose of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purpose of
and Reasons for the Transaction,” “— Background of the Transaction,” “—
Independent Committee Deliberations and Fairness,” and “— Alternatives to the
Transaction,” is incorporated herein by reference.
(d)
Effects.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
The Transaction,” “— Effects of the Transaction,” and “— Material Federal Income
Tax Consequences;” and “SPECIAL FACTORS — Purpose and Reasons for the
Transaction,” “— Effects of the Transaction,” “— OTC Bulletin Board; Pink Sheets
Quotation,” “— Conduct of the Company’s Business After the Transaction,” and “—
Material Federal Income Tax Consequences” is incorporated herein by
reference.
Item
8. Fairness
of the Transaction.
(a)
Fairness.
The
Company and Mr. Yang each reasonably believes that the Transaction is fair to
unaffiliated security holders, both those continuing with the company and those
that will be cashed out. No director dissented to or abstained from
voting on the Transaction.
(b)
Factors Considered in Determining
Fairness.
The
sections entitled “SPECIAL FACTORS — Purposes of and Reasons for the
Transaction,” “—Independent Committee Deliberations and Fairness,” and “ — Board
of Directors’ Deliberations” are incorporated herein by reference.
(c)
Approval of Security
Holders.
The
Transaction is not structured so that the approval of at least the majority of
unaffiliated security holders is required.
(d)
Unaffiliated
Representative.
The
directors who are not employees of the Company (which directors form the
Independent Committee) did not retain an unaffiliated representative to act
solely on behalf of the unaffiliated security holders for purposes of
negotiating the terms of the Transaction. The Independent Committee
reviewed the Transaction with respect to fairness to unaffiliated shareholders
(both continuing and cashed out), and relied on the valuation analysis of
Polaris Securities, which is unaffiliated with the Company. The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Independent Committee and Fairness;” and “SPECIAL FACTORS — Purposes of and
Reasons for the Transaction,” “— Independent Committee and Fairness,” and “—
Valuation Report of Polaris Securities,” is incorporated herein by
reference.
(e)
Approval of
Directors.
The
Transaction was approved by a majority of the Company’s directors who are not
employees of the Company. See also the information set forth in the
Information Statement under “SUMMARY TERM SHEET — Independent Committee and
Fairness;” and “SPECIAL FACTORS — Fairness of the Transaction,” “— Independent
Committee and Fairness,” and “—Valuation Report of Polaris Securities,” which
sections are incorporated herein by reference.
(f)
Other
Offers.
None.
Item
9. Reports,
Opinions, Appraisals and Negotiations.
(a)
Report, Opinion or
Appraisal.
The Board
of Directors and the Independent Committee received the report of Polaris
Securities Co., Ltd dated June 6, 2009, regarding the fair value of the
Company’s common stock for purposes of evaluating the fairness of the
consideration to be given for the cashed out shareholders in the
Transaction.
(b)
Preparer and Summary of Report,
Opinion or Appraisal.
The
information set forth in the Information Statement under “SPECIAL FACTORS
—Valuation Report of Polaris Securities” is incorporated herein by
reference.
(c)
Availability of
Documents.
The full text of the fairness opinion of Polaris
Securities Co., Ltd dated June 6, 2009, is included as Exhibit A to the
Information Statement. A copy of the fairness opinion is also
available for inspection and copying at the Company’s principal executive
offices, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic
of China.
Item
10.
Source
and Amounts of Funds or Other Consideration.
(a)
Source of Funds.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Financing for the Transaction;” “QUESTIONS AND ANSWERS ABOUT THE TRANSACTION —
What is the total cost of the Transaction to the Company?” and “SPECIAL FACTORS
— Source of Funds and Expenses” is incorporated herein by
reference.
(b)
Conditions.
None.
(c)
Expenses.
The
information set forth in the Information Statement under “QUESTIONS AND ANSWERS
ABOUT THE TRANSACTION — What is the total cost of the Transaction to the
Company?”, “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds
and Expenses” is incorporated herein by reference.
(d)
Borrowed Funds
. Not
applicable.
Item
11. Interest
in Securities of Kid Castle.
(a)
Securities
Ownership.
The
information set forth in the Information Statement under “INFORMATION ABOUT THE
COMPANY — Security Ownership of Certain Beneficial Owners” is incorporated
herein by reference.
(b)
Securities
Transactions.
None.
Item
12. Solicitation
or Recommendation.
(d)
Intent to Tender Vote in
Going-Private Transaction.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Effects of the Transaction,” “— Potential Conflicts of Interest;” and “SPECIAL
FACTORS — Effects of the Transaction,” “— Potential Conflicts of Interests of
our Officers and Directors” is incorporated herein by reference.
(e)
Recommendations of
Others.
The
information set forth in the Information Statement under “SUMMARY TERM SHEET —
Effects of the Transaction,” “—Potential Conflicts of Interest;” and “SPECIAL
FACTORS — Effects of the Transaction,” “— Potential Conflicts of Interests of
our Officers and Directors” is incorporated herein by
reference.
Item
13. Financial
Statements.
(a)
Financial
Information.
The
Company’s audited financial statements for the fiscal years ended December 31,
2006, 2007 and 2008 are included in the Company’s Form 10-K for the period ended
December 31, 2008 filed with the Commission on March 17, 2009, which is
incorporated herein by reference. The Company’s unaudited financial
statements for the quarters ended March 31, 2009 and June 30, 2009 are included
in the Company’s Forms 10-Q for the periods then ended, filed with the
commission respectively on May 14, 2009 and August 13, 2009, which is
incorporated herein by reference (other than the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 relating to forward – looking
statements).
(b)
Pro Forma
Information.
None.
Item
14.
Persons/Assets,
Retained, Employed, Compensated or Used.
(a)
Solicitations of
Recommendations.
Not
applicable. The Company did not solicit proxies or make any
recommendations to shareholders in connection with the Transaction.
(b)
Employees and Corporate
Assets.
No
expenses are involved in soliciting proxies or making recommendations as there
were no votes solicited. The Company’s Chief Executive Officer,
Acting Chief Financial Officer, and Corporate Secretary are the primary company
employees involved in preparing and reviewing the Information Statement, this
Schedule 13E-3, and other Transaction documents.
Item
15. Additional
Information.
(b)
Other Material
Information
All of
the information set forth in the Information Statement, the Company’s 2008
Annual Report on 10-K, and quarterly reports on 10-Q for the first ,
second and third quarters of 2009 is incorporated by reference, except
that the invocation of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to forward-looking statements
invoked in the Form 10-K
and Form 10-Qs do not apply to any statements the Company or Mr. Yang makes in
connection with this Schedule 13E-3 or the Information
Statement.
Item
16. Exhibits.
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(a)(5)(1)
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Information
Statement (incorporated herein by reference to the Information
Statement pursuant to section 14(c) of the Securities Exchange
Act of 1934 filed with the Securities and Exchange Commission on June 18,
2009).
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A(5)(2)
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Letter
of Transmittal
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(c)
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Valuation
Report of Polaris Securities Co., Ltd dated June 6, 2009 (incorporated by
reference to Exhibit A to the Information Statement).
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(d)
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Not
applicable.
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(e)
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Subscription
Agreement, dated June 17, 2009 between the Company and Min-Tan Yang for
the purchase of 5,000,000 shares of common stock (incorporated herein by
reference to Exhibit A to the Company’s Current Report on Form 8-K filed
with the Commission on June 18, 2009).
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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Copies of
these documents may be inspected without charge at the Public Reference Room
maintained by the Securities and Exchange Commission at 100 F Street, NE,
Washington, D.C. 20549, and copies of all or any part of these documents may be
obtained from the Securities and Exchange Commission upon payment of the
prescribed fee. Information regarding the operation of the Public Reference Room
may be obtained by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that
contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the SEC. The address of the
site is www.sec.gov. The Company will also make copies of these documents
available upon written request to the Company’s headquarters. The Company’s
headquarters are located at 8th Floor, No. 98 Min Chuan Road, Hsien Tien,
Taipei, Taiwan, Republic of China.
* *
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After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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KID
CASTLE EDUCATIONAL CORPORATION
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Dated: January
14, 2010
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/s/ Min-Tan Yang
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MIN-TAN
YANG
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CHIEF
EXECUTIVE OFFICER
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For
himself:
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/s/
Min-Tan Yang
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MIN-TAN
YANG
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Kid Castle Educational (PK) (USOTC:KDCE)
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