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<TITLE>S-8: Nonqualified Deferred Compensation Plan</TITLE>
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<td align=right>Registration No. 333-_________<br><br></td>
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<td align=center><b>SECURITIES AND EXCHANGE COMMISSION</b><br>Washington, D.C.
20549<br><br>
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<td align=center><b>FORM S-8<br>
REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933</b>
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<td><p align=center><b>KINDERCARE LEARNING CENTERS, INC.</b><br>
(Exact name of registrant as specified in its charter)</p>
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<td align=center width=45%><b>DELAWARE</b><br>
(State or other jurisdiction<br>
of incorporation or organization)</td>
<td align=center width=10%>&nbsp;&nbsp;</td>
<td align=center width=45%><b>63-0941966</b><br>
(IRS Employer<br>
Identification No.)</td>
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<td align=center width=45%><b>650 NE Holladay, Suite 1400<br>
Portland, Oregon</b><br>
(Address of Principal<br>
Executive Offices)</td>
<td align=center width=10%>&nbsp;&nbsp;</td>
<td align=center width=45%><b>97232</b><br>(Zip Code)</td>
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<td align=center><br>
<b>Restated Nonqualified Deferred Compensation Plan</b><br>
(Full title of plan)<br><br>
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<td align=center><br>
<b>Eva M. Kripalani</b><br>
Senior Vice President and General Counsel<br>
KinderCare Learning Centers, Inc.<br>
650 NE Holladay, Suite 1400<br>
Portland, Oregon 97232<br>
(Name and address of agent for service)</td>
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<td align=center><br>
Telephone number, including area code, of agent for service:
<b>(503) 872-1300</b></td>
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<td align=center><br>
Copies to:<br>
<br>
<b>John M. Schweitzer</b><br>
and<br>
<b>Shawn M. Filippi</b><br>
Stoel Rives LLP<br>
900 SW Fifth Avenue, Suite 2600<br>
Portland, Oregon 97204-1268<br><br>
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<td align=center><br>CALCULATION OF REGISTRATION FEE
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<td align=center>&nbsp;<br>
Title of Securities<br>
to be registered<HR SIZE=1 NOSHADE ALIGN=CENTER></td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
Amount to be<br>
registered<HR SIZE=1 NOSHADE ALIGN=CENTER></td>
<td>&nbsp;</td>
<td align=center>Proposed maximum<br>
offering price<br>
per share<HR SIZE=1 NOSHADE ALIGN=CENTER></td>
<td>&nbsp;</td>
<td align=center>Proposed maximum<br>
aggregate<br>
offering price<HR SIZE=1 NOSHADE ALIGN=CENTER></td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
Amount of<br>
registration fee<HR SIZE=1 NOSHADE ALIGN=CENTER></td>
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<td align=center>Deferred Compensation<br>
Obligations</td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
$5,000,000<SUP>(1)</SUP></td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
N/A</td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
$5,000,000<SUP>(1)</SUP></td>
<td>&nbsp;</td>
<td align=center>&nbsp;<br>
$633.50</td>
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<td align=center valign=top>&nbsp;&nbsp;(1)&nbsp;&nbsp;</td>
<td>The Deferred Compensation Obligations are unsecured obligations of KinderCare
Learning Centers, Inc. to pay deferred compensation in the future in accordance with
its Restated Nonqualified Deferred Compensation Plan.  Deferred compensation will be
paid in cash.</td>
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<td align=center><b>PART II<br><br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></td>
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<td><b><br>Item 3.&nbsp;&nbsp;Incorporation of Documents By Reference.</b></td>
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<td><br>The following documents filed by KinderCare Learning Centers, Inc.
(the &#147;Company&#148;) with the Securities and Exchange Commission are
incorporated herein by reference:</td>
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<td>&nbsp;</td>
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<td align=center valign=top width=10%>(a)</td>
<td>The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.</td>
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<td>&nbsp;</td>
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<td align=center>(b)</td>
<td>All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the registrant
document referred to in (a) above.</td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
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<td>All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.</td>
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<td><b><br>Item 4.&nbsp;&nbsp;Description of Securities.</b></td>
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<td><br>The securities registered hereby are deferred compensation obligations of
the Company under the Company&#146;s Restated Nonqualified Deferred Compensation
Plan (the &#147;Plan&#148;). These securities represent the contractual
obligation of the Company to pay or distribute when due to participants in the
Plan cash with respect to amounts deferred in accordance with the terms of the
Plan. The right of each participant in the Plan is that of a general, unsecured
creditor of the Company. A participant&#146;s interest under the Plan may not be
sold, assigned, transferred, pledged or otherwise encumbered. </td>
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<td><b><br>Item 5.&nbsp;&nbsp;Interests of Named Experts and Counsel.</b></td>
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<td><br>Not Applicable.</td>
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<td><b><br>Item 6. Indemnification of Directors and Officers.</b></td>
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<td><br>The Company is a Delaware corporation. Section 102(b)(7) of the Delaware
General Corporation Law (&#147;DGCL&#148;) enables a corporation in its original
certificate of incorporation or an amendment to such certificate to eliminate or
limit the personal liability of a director for violations of the director&#146;s
fiduciary duty, except (1) for any breach of the director&#146;s duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the DGCL, which provides for liability of directors
for unlawful payments of dividends or unlawful stock purchase or redemptions or
(4) for any transaction from which a director derives an improper personal
benefit. </td>
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<td><br>Section 145 of the DGCL provides that a corporation may indemnify any
person, including an officer or director, who is, or is threatened to be made,
party to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative other than an action by
or in the right of such corporation, by reason of the fact that such person was
an officer, director, employee or agent of such corporation or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses, including
attorney&#146;s fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the corporation&#146;s best interest and, for criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. A Delaware
corporation may indemnify any officer or director in any other action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses that such officer or director actually and reasonably incurred.
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<td><br>The Company&#146;s certificate of incorporation provides for the
indemnification of any individual who is made a party to a proceeding because
such individual is or was a director or officer of the Company against liability
incurred by such individual in the proceeding if such individual acted in good
faith and in a manner the individual reasonably believed to be in or not opposed
to the Company&#146;s best interests and, in the case of any criminal
proceeding, the individual had no reason to believe the Company&#146;s conduct
was unlawful. In addition, Article IV of the Company&#146;s Restated Bylaws
provides for indemnification of the officers and directors to the full extent
permitted by applicable law. </td>
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<td><br>In addition to the indemnification provided by the Certificate of
Incorporation and Restated Bylaws, the Company has entered into an indemnity
agreement with each of its directors and officers. The indemnity agreements
require the Company to provide indemnification, to the fullest extent not
prohibited by law, for all liability (including attorneys&#146; fees, judgments,
fines, penalties and amounts paid in settlement) incurred by the director or
officer in connection with any actual or threatened action, suit, proceeding or
alternative dispute resolution mechanism by reason of the fact that the person
is or was serving as a director, officer, employee, agent or fiduciary of the
Company, or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise. </td>
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<td><br>The Company also has directors&#146; and officers&#146; liability insurance
coverage which insures the Company&#146;s directors and officers against certain
liabilities. </td>
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<td><br><b>Item 7.&nbsp;&nbsp;Exemption From Registration Claimed.</b></td>
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<td>Not Applicable.</td>
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<td colspan=2><br><b>Item 8.&nbsp;&nbsp;Exhibits.</b></td>
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<td>&nbsp;</td>
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<td align=center valign=top width=10%>4.1</td>
<td>Restated Nonqualified Deferred Compensation Plan (incorporated by reference from
Exhibit 10(a) to the Company&#146;s Quarterly Report on Form 10-Q for the
quarterly period ended March 5, 1999). </td>
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<td align=center valign=top>4.2</td>
<td>Amendment No. 1 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-8, filed February 21, 2003, File No. 333-103383).</td>
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<td align=center valign=top>4.3</td>
<td>Amendment No. 2 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(a) of the Company&#146;s Quarterly
Report on Form&#160;10-Q for the quarterly period ended December 12, 2003).</td>
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<td align=center valign=top>4.4</td>
<td>Amendment No. 3 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 28, 2004).</td>
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<tr><td>&nbsp;</td></tr>
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<td align=center valign=top>5.1</td>
<td>Opinion of Stoel Rives LLP.</td>
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<td align=center valign=top>23.1</td>
<td>Consent of Independent Registered Public Accounting Firm, Deloitte &amp; Touche
LLP.</td>
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<td align=center valign=top>23.3</td>
<td>Consent of Stoel Rives LLP (included in Exhibit 5.1).</td>
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<td align=center valign=top>24.1</td>
<td>Powers of Attorney.</td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
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<td colspan=4><b>Item 9.&nbsp;&nbsp;Undertakings.</b></td>
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<td>&nbsp;</td>
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<td align=center valign=top width=5%>(a)</td>
<td colspan=3>The undersigned registrant hereby undertakes:</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td align=center valign=top width=5%>(1)</td>
<td colspan=2>To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
<td align=center valign=top width=5%>(i)</td>
<td>To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
<td align=center valign=top width=5%>(ii)</td>
<td>
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement;</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
<td align=center valign=top width=5%>(iii)</td>
<td>
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;</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td colspan=3>PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the &#147;1934 Act&#148;) that are incorporated by reference in the
registration statement.</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td align=center valign=top width=5%>(2)</td>
<td colspan=2>That, for the purpose of determining any liability under the 1933
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.</td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td align=center valign=top width=5%>(3)</td>
<td colspan=2>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.</td>
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<td>&nbsp;</td>
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<td align=center valign=top width=5%>(b)</td>
<td colspan=3>The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.</td>
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<td>&nbsp;</td>
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<td align=center valign=top width=5%>(c)</td>
<td colspan=3>Insofar as indemnification for liabilities arising under the 1933
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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.</td>
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<td>&nbsp;</td>
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<td align=center><b>SIGNATURES</b></td>
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<td>&nbsp;</td>
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<td>Pursuant to the requirements of the Securities Act of 1933, 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 Portland, State of Oregon, on August 30, 2004.</td>
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<td width=50%>&nbsp;</td>
<td><b>KINDERCARE LEARNING CENTERS, INC.</b></td>
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<td>&nbsp;</td>
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<td>&nbsp;</td>
<td>By: /s/ EVA M. KRIPALANI
<hr></td>
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<td>&nbsp;</td>
<td>Eva M. Kripalani</td>
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<td>&nbsp;</td>
<td>Senior Vice President and General Counsel</td>
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<td>&nbsp;</td>
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<td>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 August 30, 2004. </td>
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<td>&nbsp;</td>
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<td width=45%>/s/ DAVID J. JOHNSON*
<hr>
David J. Johnson</td>
<td width=5%>&nbsp;</td>
<td>Chief Executive Officer and Chairman of the Board of Directors (Principal
Executive Officer)</td>
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<td>&nbsp;</td>
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<td>/s/ DAN R. JACKSON*
<hr>
Dan R. Jackson</td>
<td>&nbsp;</td>
<td>Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)</td>
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<td>&nbsp;</td>
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<td>/s/ MICHAEL W. MICHELSON*
<hr>
Michael W. Michelson</td>
<td>&nbsp;</td>
<td>Director</td>
</tr>
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<td>&nbsp;</td>
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<td>/s/ SCOTT C. NUTTALL*
<hr>
Scott C. Nuttall</td>
<td>&nbsp;</td>
<td>Director</td>
</tr>
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<td>&nbsp;</td>
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<td>/s/ RICHARD J. GOLDSTEIN*
<hr>
Richard J. Goldstein</td>
<td>&nbsp;</td>
<td>Director</td>
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<td>&nbsp;</td>
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<td>*By /s/ EVA M. KRIPALANI
<hr>
Eva M. Kripalani, Attorney-in-Fact</td>
<td>&nbsp;</td>
<td>&nbsp;</td>
</tr>
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<td>&nbsp;</td>
</tr>
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<td align=center colspan=2><b>EXHIBIT INDEX</b></td>
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<td>&nbsp;</td>
<td>&nbsp;</td>
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<tr>
<td align=center valign=top width=10%>Exhibit<br>
<u>Number</u></td>
<td valign=bottom><u>Document Description</u></td>
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<td>&nbsp;</td>
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<td align=center valign=top width=10%>4.1</td>
<td>Restated Nonqualified Deferred Compensation Plan (incorporated by reference from
Exhibit 10(a) to the Company&#146;s Quarterly Report on Form 10-Q for the
quarterly period ended March 5, 1999). </td>
</tr>
<tr><td>&nbsp;</td></tr>
<tr>
<td align=center valign=top>4.2</td>
<td>Amendment No. 1 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-8, filed February 21, 2003, File No. 333-103383).</td>
</tr>
<tr><td>&nbsp;</td></tr>
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<td align=center valign=top>4.3</td>
<td>Amendment No. 2 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(a) of the Company&#146;s Quarterly
Report on Form&#160;10-Q for the quarterly period ended December 12, 2003).</td>
</tr>
<tr><td>&nbsp;</td></tr>
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<td align=center valign=top>4.4</td>
<td>Amendment No. 3 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 28, 2004).</td>
</tr>
<tr><td>&nbsp;</td></tr>
<tr>
<td align=center valign=top>5.1</td>
<td>Opinion of Stoel Rives LLP.</td>
</tr>
<tr><td>&nbsp;</td></tr>
<tr>
<td align=center valign=top>23.1</td>
<td>Consent of Independent Registered Public Accounting Firm, Deloitte &amp; Touche
LLP.</td>
</tr>
<tr><td>&nbsp;</td></tr>
<tr>
<td align=center valign=top>23.3</td>
<td>Consent of Stoel Rives LLP (included in Exhibit 5.1).</td>
</tr>
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<td align=center valign=top>24.1</td>
<td>Powers of Attorney.</td>
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<td>&nbsp;</td>
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{"company-data": {"conformed-name": "KINDERCARE LEARNING CENTERS INC /DE", "cik": "0000832812", "assigned-sic": "8351", "irs-number": "630941966", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118671", "film-number": "041006162"}, "business-address": {"street1": "650 NE HOLLADAY STREET", "street2": "SUITE 1400", "city": "PORTLAND", "state": "OR", "zip": "97232", "phone": "(503) 872-1300"}, "mail-address": {"street1": "650 NE HOLLADAY STREET", "street2": "SUITE 1400", "city": "PORTLAND", "state": "OR", "zip": "97232"}}
S-8: Nonqualified Deferred Compensation Plan
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KINDERCARE LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
63-0941966
(IRS Employer
Identification No.)
650 NE Holladay, Suite 1400
Portland, Oregon
(Address of Principal
Executive Offices)
97232
(Zip Code)
Restated Nonqualified Deferred Compensation Plan
(Full title of plan)
Eva M. Kripalani
Senior Vice President and General Counsel
KinderCare Learning Centers, Inc.
650 NE Holladay, Suite 1400
Portland, Oregon 97232
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503) 872-1300
Copies to:
John M. Schweitzer
and
Shawn M. Filippi
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
Title of Securities
to be registered
Amount to be
registered
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration fee
Deferred Compensation
Obligations
$5,000,000
(1)
N/A
$5,000,000
(1)
$633.50
(1)
The Deferred Compensation Obligations are unsecured obligations of KinderCare
Learning Centers, Inc. to pay deferred compensation in the future in accordance with
its Restated Nonqualified Deferred Compensation Plan.  Deferred compensation will be
paid in cash.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents By Reference.
The following documents filed by KinderCare Learning Centers, Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(a)
The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the registrant
document referred to in (a) above.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4.  Description of Securities.
The securities registered hereby are deferred compensation obligations of
the Company under the Company's Restated Nonqualified Deferred Compensation
Plan (the "Plan"). These securities represent the contractual
obligation of the Company to pay or distribute when due to participants in the
Plan cash with respect to amounts deferred in accordance with the terms of the
Plan. The right of each participant in the Plan is that of a general, unsecured
creditor of the Company. A participant's interest under the Plan may not be
sold, assigned, transferred, pledged or otherwise encumbered.
Item 5.  Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 102(b)(7) of the Delaware
General Corporation Law ("DGCL") enables a corporation in its original
certificate of incorporation or an amendment to such certificate to eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (1) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the DGCL, which provides for liability of directors
for unlawful payments of dividends or unlawful stock purchase or redemptions or
(4) for any transaction from which a director derives an improper personal
benefit.
Section 145 of the DGCL provides that a corporation may indemnify any
person, including an officer or director, who is, or is threatened to be made,
party to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative other than an action by
or in the right of such corporation, by reason of the fact that such person was
an officer, director, employee or agent of such corporation or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the corporation's best interest and, for criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. A Delaware
corporation may indemnify any officer or director in any other action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses that such officer or director actually and reasonably incurred.
The Company's certificate of incorporation provides for the
indemnification of any individual who is made a party to a proceeding because
such individual is or was a director or officer of the Company against liability
incurred by such individual in the proceeding if such individual acted in good
faith and in a manner the individual reasonably believed to be in or not opposed
to the Company's best interests and, in the case of any criminal
proceeding, the individual had no reason to believe the Company's conduct
was unlawful. In addition, Article IV of the Company's Restated Bylaws
provides for indemnification of the officers and directors to the full extent
permitted by applicable law.
In addition to the indemnification provided by the Certificate of
Incorporation and Restated Bylaws, the Company has entered into an indemnity
agreement with each of its directors and officers. The indemnity agreements
require the Company to provide indemnification, to the fullest extent not
prohibited by law, for all liability (including attorneys' fees, judgments,
fines, penalties and amounts paid in settlement) incurred by the director or
officer in connection with any actual or threatened action, suit, proceeding or
alternative dispute resolution mechanism by reason of the fact that the person
is or was serving as a director, officer, employee, agent or fiduciary of the
Company, or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise.
The Company also has directors' and officers' liability insurance
coverage which insures the Company's directors and officers against certain
liabilities.
Item 7.  Exemption From Registration Claimed.
Not Applicable.
Item 8.  Exhibits.
4.1
Restated Nonqualified Deferred Compensation Plan (incorporated by reference from
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 5, 1999).
4.2
Amendment No. 1 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-8, filed February 21, 2003, File No. 333-103383).
4.3
Amendment No. 2 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(a) of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 12, 2003).
4.4
Amendment No. 3 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 28, 2004).
5.1
Opinion of Stoel Rives LLP.
23.1
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche
LLP.
23.3
Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1
Powers of Attorney.
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 of 1933 (the "1933 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") that are incorporated by reference in the
registration statement.
(2)
That, for the purpose of determining any liability under the 1933
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 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.
(c)
Insofar as indemnification for liabilities arising under the 1933
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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Portland, State of Oregon, on August 30, 2004.
KINDERCARE LEARNING CENTERS, INC.
By: /s/ EVA M. KRIPALANI
Eva M. Kripalani
Senior Vice President and General Counsel
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 August 30, 2004.
/s/ DAVID J. JOHNSON*
David J. Johnson
Chief Executive Officer and Chairman of the Board of Directors (Principal
Executive Officer)
/s/ DAN R. JACKSON*
Dan R. Jackson
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ MICHAEL W. MICHELSON*
Michael W. Michelson
Director
/s/ SCOTT C. NUTTALL*
Scott C. Nuttall
Director
/s/ RICHARD J. GOLDSTEIN*
Richard J. Goldstein
Director
*By /s/ EVA M. KRIPALANI
Eva M. Kripalani, Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number
Document Description
4.1
Restated Nonqualified Deferred Compensation Plan (incorporated by reference from
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 5, 1999).
4.2
Amendment No. 1 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 4.4 of the Company's Registration
Statement on Form S-8, filed February 21, 2003, File No. 333-103383).
4.3
Amendment No. 2 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(a) of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 12, 2003).
4.4
Amendment No. 3 to Restated Nonqualified Deferred Compensation Plan
(incorporated by reference from Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 28, 2004).
5.1
Opinion of Stoel Rives LLP.
23.1
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche
LLP.
23.3
Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1
Powers of Attorney.