As filed with the Securities and Exchange Commission on October 22, 2002. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- EDUCATIONAL DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 73-0750007 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 10302 East 55th Place Tulsa, Oklahoma 74146-6515 (Address of principal executive offices including zip code) Educational Development Corporation 401(k) Plan Educational Development Corporation 2002 Stock Option Plan (Full title of the plans) ---------- Randall W. White President and Treasurer 10302 East 55th Place Tulsa, Oklahoma 74146-6515 (918) 622-4522 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE

=================================================================================================================================== Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered Registered(1) per share(3) offering price(3) fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.20 par value 1,500,000 shares(2) N/A $8,370,000 $771.00 ===================================================================================================================================

(1) Pursuant to Rule 416(a), this Registration Statement also covers such indeterminable number of additional shares of common stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. (2) Consists of 1,000,000 shares that may be issued upon exercise of options granted under the Educational Development Corporation 2002 Stock Option Plan and up to 500,000 shares that may be acquired by the trustee pursuant to the Educational Development Corporation 401(k) Plan (the "401(k) Plan") for the accounts of participants. Pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plan. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on a price of $5.58 per share, which represents the average of the high and low sale prices reported on the Nasdaq National Market on October 16, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference and made a part of this Registration Statement: (1) Our Annual Report on Form 10-K for the fiscal year ended February 28, 2002; (2) Our Quarterly Report on Form 10-Q for each of the quarters ended May 31, 2002, and August 31, 2002; and (3) The description of our common stock contained in the Registration Statement on Form 10 (Commission File No. 0-4957) filed pursuant to the Securities Exchange Act of 1934, as amended, including any amendments or reports filed for the purpose of updating such description. In addition, all documents we subsequently file 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 which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in this Registration Statement, or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides generally that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative in nature, by reason of the fact that he is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) and, in a proceeding not by or in the right of the corporation, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with such suit or proceeding, if he acted in good faith and in a manner believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Delaware law further provides that a corporation may not indemnify any person against expenses incurred in connection with an action by or in the right of the corporation if such person shall have been adjudged to be liable in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper. Our Restated By-Laws provide that we shall indemnify each person who is or was a director, officer, employee or agent of our company (or who is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise) to the fullest extent permitted under Delaware General Corporation Law. II-1 Section 102(b)(7) of Delaware General Corporation Law gives each Delaware corporation the power to eliminate or limit its directors' personal liability to the corporation or its stockholders for monetary damages for certain breaches of fiduciary duty as a director, except: o for any breach of the director's duty of loyalty to the corporation or its stockholders; o for acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of the law; o under Section 174 of Delaware General Corporation Law (providing for liability of directors for the unlawful payment of dividends or unlawful stock purchases or redemptions); or o for any transaction from which a director derived an improper personal benefit. Our Restated Certificate of Incorporation, as amended, eliminates the personal liability of our directors to the extent permitted by Section 102(b)(7) of Delaware General Corporation Law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits.

Exhibit Number Description - -------------- ----------- 5.1 Opinion of Conner & Winters, P.C. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Conner & Winters, P.C. (included in Exhibit 5.1). 24 Power of Attorney (included on the signature page to this Registration Statement).

In lieu of an opinion of counsel concerning compliance with the requirements of ERISA or a determination letter contemplated under Item 601(5)(ii) of Regulation S-K, the registrant hereby undertakes that it will submit or has submitted the Educational Development Corporation 401(k) Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the plan under Section 401 of the Internal Revenue Code. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; II-2 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES The Registrant. 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 Tulsa, State of Oklahoma, on the 22nd day of October, 2002. EDUCATIONAL DEVELOPMENT CORPORATION By: /s/ Randall W. White ------------------------ Randall W. White President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Randall W. White and W. Curtis Fossett, each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

SIGNATURE TITLE DATE - --------- ----- ---- /s/ Randall W. White Chairman of the Board, President, October 22, 2002 - ------------------------ Treasurer and Director Randall W. White /s/ W. Curtis Fossett Controller and Corporate Secretary October 22, 2002 - ------------------------ (Principal Financial and W. Curtis Fossett Accounting Officer) /s/ Robert D. Berryhill Director October 22, 2002 - ------------------------ Robert D. Berryhill /s/ G. Dean Cosgrove Director October 22, 2002 - ------------------------ G. Dean Cosgrove /s/ James F. Lewis Director October 22, 2002 - ------------------------ James F. Lewis

II-4 The 401(k) Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the 22nd day of October, 2002. EDUCATIONAL DEVELOPMENT CORPORATION 401(k) PLAN By: /s/ Randall W. White ------------------------ Randall W. White Trustee II-5 EXHIBIT INDEX

Exhibit Number Description - -------------- ----------- 5.1 Opinion of Conner & Winters, P.C. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Conner & Winters, P.C. (included in Exhibit 5.1). 24 Power of Attorney (included on the signature page to this Registration Statement).