As filed with the Securities and Exchange Commission on February 6,1997May 7, 1997
Registration No. 333-333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
SYLVAN LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1492296
(State of Incorporation) (I.R.S. Employer Identification No.)
1000 Lancaster Street
Baltimore, Maryland 21202
(410) 843-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Douglas L. Becker
President, Co-Chief Executive Officer and Secretary
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21231
(410) 843-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Richard C. Tilghman, Jr., Esquire
Jill Cantor Nord, Esq.
Piper & Marbury L.L.P.
36 South Charles Street
Baltimore, Maryland 21201
(410) 539-2530
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933,other than securities offered in connection with dividend or interest
reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Shares to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value $11,764,010 $3,565$9,642,923(1) $2,923.00(1)
=============================================================================================================
(1) Calculated in accordance with Rule 457(o)457(b) and (o) of the Securities Act of
1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ [Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with +
+ the Securities and Exchange Commission. These securities may not be sold +
+ nor may offers to buy be accepted prior to the time the registration +
+ statement becomes effective. This prospectus shall not constitute an offer +
+ to sell or the solicitation of an offer to buy nor shall there be any sale +
+ of these securities in any jurisdiction in which such offer, solicitation +
+ or sale would be unlawful prior to registration or qualification under the +
+ securities laws of any such jurisdiction.] +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
February 6, 1996May 7, 1997
PROSPECTUS
398,780320,097 Shares
SYLVAN LEARNING SYSTEMS, INC.
Common Stock
___________
The shares of Common Stock of Sylvan Learning Systems, Inc. (the "Company")
covered by this Prospectus are outstanding shares which may be offered and sold
from time to time by the stockholders named herein. See "Selling Stockholders."
The Company will not receive any proceeds from the sale of the shares by the
Selling Stockholders.
The Common Stock is quoted on the Nasdaq Stock Market (National Market)
under the symbol "SLVN." On February 5,May 6, 1997 the last sale price for the Common Stock
as reported on the Nasdaq Stock Market was $ .$34.25 per share.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "SLVN." The Selling Stockholders may from time to time sell shares of
the Common Stock offered hereby in transactions on the Nasdaq Stock Market, in
privately-negotiated transactions or otherwise, in each case at negotiated
prices. See "Plan of Distribution." The brokers or dealers through or to whom
the shares of Common Stock covered hereby may be sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933, in which event
all brokerage commissions or discounts and other compensation received by such
brokers or dealers may be deemed underwriting compensation.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
___________
The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission, including the reports and
other information incorporated by reference into this Prospectus, can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission or from the Commission's Internet
web site at http:\\www.sec.gov. The Common Stock of the Company is quoted on the
Nasdaq National Market. Reports, proxy statements and other information
concerning the Company can be inspected at the offices of the Nasdaq Stock
Market, 1735 K Street, Washington, D.C. 20006. This Prospectus does not contain
all the information set forth in the Registration Statement of which this
Prospectus is a part and exhibits relating thereto which the Company has filed
with the Commission. Copies of the information and exhibits are on file at the
offices of the Commission and may be obtained, upon payment of the fees
prescribed by the Commission, may be examined without charge at the offices of
the Commission or through the Commission's Internet web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No. 0-
22844) pursuant to the 1934 Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995 and Quarterly Reports1996, as amended by its Annual Report on Form 10-Q for each of the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.10-K/A.
2. The Company's Current Report on Form 8-K dated September 27, 1996,
relating to the Company's declaration of a three-for-two stock split in the form
of a stock dividend and the adoption of a Shareholder Rights Plan and the
Company's Registration Statement on Form 8-A, filed on October 29, 1996,
registering the Preferred Share Purchase Rights to be distributed in connection
with the Company's Shareholder Rights Plan.
3. The Company's Current ReportReports on Forms 8-K and 8-K/A dated November 8,
1996 relating to the purchase by the Company of 20,000 shares of Series A
Preferred Stock of JLC Learning Corporation.
4. The Company's Current Report on Form 8-K dated November 20, 1996 relating
to litigation brought by ACT, Inc. against the Company.
5. The Company's Current Report on Form 8-K dated January 28,
1997, relating to the Company's acquisition of Wall Street Institute.
6.3. The Company's Current Report on Form 8-K dated April 17, 1997,
relating to the Company's agreement to acquire I-R, Inc. and Independent Child
Study Teams, Inc.
4. The description of Common Stock contained in Item 4 of the Company's
Registration Statement on Form 8-A, filed with the Commission under the 1934
Act; and
7.5. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of filing of the
Registration Statement of which this Prospectus is a part and prior to the
termination of the offering made hereby.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Sylvan Learning Systems, Inc., 1000 Lancaster Street,
Baltimore, Maryland 21231, Attention: Chief Financial Officer, telephone: (410)
843-8000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
-2-
THE COMPANY
Sylvan Learning Systems, Inc. (the "Company" or "Sylvan") is a leading
international private provider of educational and computer-based testing services. The Company delivers
a broad array of supplemental and remedial educational services and computer-basedcomputer-
based testing through three principal divisions.segments. Through its Core Educational
Services division,segment, the Company designs and delivers individualized tutorial
services to school-age children and adults through its 608620 franchised and
Company-owned Sylvan Learning Centers in 5049 states, five Canadian provinces, and
Hong Kong. TheKong, South Korea and Guam. Sylvan Prometric, the Company's Testing Services divisiontesting
services segment, administers computer-based tests for major corporations,
professional associations and governmentgovernmental agencies through its network of
certification centers, ("Technology
Centers"), which are located throughout the world. In addition, the
Company's Contract Educational Services division offerssegment now serves 72 schools and over
10,000 by educational services to public and non-public school districts
receiving funding under federal and state programs and provides contract
educational and training services on-site to employees of large corporations. In
1995,1996, total system-wide revenues were approximately $194.1$285.5 million, composed of
$132.1$165.7 million from core educational services ($115.3139.5 million from franchised
Learning Centers and $16.8$25.6 million from Company-
ownedCompany-owned Learning Centers, product
sales and franchise sales fees), $34.6$87.0 million from testing services and $27.4$33.4
million from contract educational services.
Core Educational Services. Sylvan is widely recognized as providing high
quality educational services with consistent, quantifiable results, and has
delivered its core educational service to more than 1,000,000 students primarily
in grades three through eight over the past 17 years through both Company-owned
and franchised Sylvan Learning Centers. The Company's core educational service
segment provides supplemental instruction in reading, mathematics and reading
readiness, featuring an extensive series of standardized diagnostic tests,
individualized instruction, a student motivational system and continued
involvement from both parents and the child's regular school teacher. As of
December 31, 1996, there were a total of 620 Learning Centers in 49 states, five
Canadian provinces, Hong Kong, South Korea and Guam operated by the Company or
its franchisees. As of that date, there were 434 franchisees operating 581
Sylvan Learning Centers. As of December 31, 1996, Sylvan owned and operated 39
Learning Centers: five in Baltimore, six in Dallas, six in Los Angeles, five in
the greater Philadelphia area, six in South Florida, six in the greater
Washington, D.C. area and five in the greater Minneapolis area. As of December
31, 1996, nine of the Company-owned Learning Centers contained Technology
Centers for computer-based testing. The Company may consider selected
acquisitions of additional Learning Centers now operated by franchisees.
Sylvan Prometric Testing Services. Sylvan has developed a proprietary program that enables professionals
throughout the Sylvan Learning Center network to deliver consistent, high
quality, individualized tutoring. During the 15 years of Sylvan Learning Center
operations, more than 600,000 students have completed the Sylvan tutorial
program. From the end of 1991, duringestablished 221 testing centers
which year the current management of the
Company assumed control, through 1995, average monthly royalties from franchisedare located in existing Learning Centers, grew approximately 65%, primarily because of a wider array of
services offered20 stand-alone testing centers
and, increased student enrollment.
Sylvan began providing computer-based testing services in 1992. The
Company's testing services revenues grew from $3.6 million in 1993 to $34.6
million in 1995. With itswith the acquisition of Drake Prometric, L.P. in December 1995, added an
additional 990 testing centers, 594 of which are located in North America and
the remainder in 95 foreign countries. In addition, Sylvan acquired contract
rights from the National Association of Securities Dealers ("NASD") and assumed
management of 56 NASD testing centers in April 1996. Pursuant to the NASD
contract, the Company is in the process of reducing the number of these testing
centers. The Company enters into contracts directly with the testing
organization, such as Educational Testing Services ("ETS"), under which Sylvan
receives a fee based upon the number of tests given. Principal customers for the
Company's testing services in the information technology ("IT") industry are
Novell, Inc. and Microsoft Corp. IT customers sponsor worldwide certification
programs for various professionals such as network administrators and engineers,
service technicians and instructors. Sylvan has established a worldwide network of computer-based testing
centers and has the current capacity to deliver more than 1.6 million computer-
based tests annually through 1,218 Technology Centers. The Company servesbeen designated as the
exclusive commercial provider of computer-based standardized tests currently administered by Educational Testing Service ("ETS"),ETS
(excluding tests not currently offered by the leading educational
testing organizationCollege Board in computer-based
format) so long as Sylvan is able to provide sufficient capacity to meet the
United States. ETS develops and administers more
than 9.5 million tests annually.demand of candidates seeking to take computer-based versions of tests. The
Company currently offersis also one of two entities licensed by the Graduate
Record Exam ("GRE"), the registeredFAA to deliver computer-
based versions of various pilot and practical nursesmechanic licensing exam
("NCLEX") and the National Teachers Exam (the "PRAXIS" series). Sylvan expects
to begin offering the computer-based version of the Graduate Management
Admissions Test ("GMAT"), the graduate business school entrance examination, in
October 1997. In addition, the Company entered into a ten-year contract with
ETS to develop test sites and provide computer-based testing internationally,
and initial testing under this contract began in early 1995. ETS has stated its
intention to make computer-based testing available through Sylvan in 170
countries by 1997. The Company also offers computer-based tests for private
aviation, and also provides testing services for organizations licensing or certifying pilots, airplane mechanics, life insurance
agents and pathologyin many other
fields, such as for computer professionals, medical laboratory technicians and
recently began offeringmilitary candidates.
-3-
Effective December 1, 1996, the Company purchased the privately-held Wall
Street Institute International, B.V. and its commonly controlled affiliates
(collectively, "WSI"), a European based franchisor and operator of learning
centers where English is taught through a combination of computer-based testsand live
instruction. Typically, the instructional programs are approximately nine
months to one year in duration. With more than 170 franchised centers in
operation throughout Europe and Latin America, WSI had revenues of approximately
$14.0 million for Novell certification.
Sylvan offers its educational services under contract to public and non-
public school districts receiving funds underthe fiscal year ended August 31, 1996.
Contract Educational Services; PACE; Sylvan-At-Work. Under federal and
various state educational
programs. The Company's revenues from contract educational services grew from
$13.6 millionfunding programs to $27.4, or 102%, from 1994provide supplemental and remedial education to
1995. Theacademically and economically disadvantaged students, such as the Title I
(formerly Chapter I) program administered by the U.S. Department of Education,
allocated approximately $6.6
billion duringSylvan has contracts to provide virtually the 1995-96same core educational services
offered at Sylvan Learning Centers to students in the following public schools:
22 Baltimore schools, 10 District of Columbia schools, seven schools in four
districts in Texas and Maryland, 14 schools in Chicago, three schools in Newark,
five St. Paul schools, two schools in Broward County, Florida, one school year to localin New
Orleans and schools in the Charleston, Oklahoma City and Richmond districts.
Under the same funding programs, Sylvan contracts with public school districts
through state
governments to provide supplemental and remedial educationalits services to academically and economically disadvantaged students attending public and non-
public schools. As of December 31,parochial or private school students. In March, 1995,
the Company had contracts to provide
remedialacquired the PACE Group ("PACE"), a provider of educational and
training services to an aggregatelarge corporations throughout the United States. Services
offered by PACE include racial and gender workplace diversity training and
skills improvement programs such as writing, advanced reading, listening and
public speaking. The Company's Sylvan-At-Work program, which has been offered
since 1990, is a modified version of 52 public schools located in
BaltimoreSylvan's core educational service provided
to businesses on-site. Programs are currently offered for Motorola, Inc., Texas
Instruments Incorporated and other Maryland school districts, the District of Columbia, Ohio,
Pennsylvania, Texas, Florida, Minnesota, Delaware, New Jersey and, pursuant to a
contract executed in July 1995, Chicago, Illinois. In addition, Sylvan offers
its contract educational services to adults in the corporate workplace through
its PACE subsidiary and its Sylvan-At-Work program.
-3-
Martin Marietta Energy Systems, Inc.
The Company's principal executive offices are located at 1000 Lancaster
Street, Baltimore, Maryland 21202, (410)843-8000.
USE OF PROCEEDS
All of the proceeds from the sale of the shares of the Company's Common Stock
offered hereby will be received by the Selling Stockholders. The Company will
receive none of the proceeds from the sale of the shares of Common Stock.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership
of the Company's Common Stock by the persons listed therein (the "Selling
Stockholders") prior to this offering, the maximum number of shares of Common
Stock to be sold by the Selling Stockholders hereby, and the beneficial
ownership of the Company's Common Stock by the Selling Stockholders after this
offering, assuming that all shares of Common Stock offered hereby are sold.
Shares Beneficially Shares Beneficially
Owned Prior to Offering Shares To Owned After Offering
--------------------------- Be Sold In ------------------------
Name and Address of Beneficial This
Owner(1) Number Percent Offering Number Percent
- -------------------------------- ------------ ----------- ------------ -------- ----------
Nicholas R. and Janet K. Eian........... 37,500Alan B. Carter.......................... 79,105 * 18,750 18,75039,553 39,552 *
c/o Rachel E. Soffer, Esq.
Petersen, Tews & Squires, P.A.
4800 I D S Center, 80 S. 8th Street
Minneapolis, MN 55402
Bruce L. Goldman (1)(2)................. 153,902 * 126,676 27,226 *
Jill E. Becker (1)...................... 136,393 * 126,677 9,717 *
Kathy J. Taslitz (1)(2)................. 109,348 * 99,631 9,717 *
K JT Annuity Trust U/A/D/12/15/93(1).... 27,046 * 27,046 -- --
The Baltimore Children's Museum, Inc.... 4,795 * 4,795 -- --
34 Market Plaza, Suite 905
Baltimore, Maryland 21202
- -------------Dr. Luigi T. Peccenini.................. 714,884 2.9 280,544 434,340 1.8
Torre Mapfre
Marina, 16-18, 18th Floor
08005 Barcelona, Spain
* Less than 1%.
(1) The address of this stockholder is c/o Goldman Acquisition Corp., 650
Dundee Road, Northbrook, Illinois 60062.
(2) Excludes shares held of record by the KJT Annuity Trust U/A/D/12/15/93, as
to which Mr. Goldman and Ms. Taslitz disclaim beneficial ownership. Mr.
Goldman and Mr. Steven Taslitz, Ms. Taslitz's husband, serve as co-trustees
of the KJT Annuity Trust U/A/D/12/15/93.
Nicholas R. and Janet K. Eian (the "Jannick Stockholders")Alan B. Carter acquired theirhis shares of Common Stock pursuant to an Agreement
and Plan of Reorganization effective as of October 1,December 31, 1996 (the "Jannick"Carter
Agreement"), by and among the Company, Jannick Education CorporationCarter Holdings, Inc. ("Jannick"Carter") and
the Jannick Stockholders,Alan B. Carter, as sole stockholdersstockholder of Jannick.Carter.
-4-
Pursuant to the JannickCarter Agreement, JannickCarter was merged with and into the Company,
and the Company acquired all of the outstanding stock of JannickCarter from the
Jannick StockholdersMr. Carter
in exchange for 25,00079,105 shares of Common Stock of the Company, allhalf of which are
being offered in this Prospectus, as required by the JannickCarter Agreement. [AsAs a
result of the Company's acquisiton, Ms. Janet K. EianMr. Carter became and continues to be an
employee of the Company.][Neither of The Carter Agreement requires the Jannick
Stockholders nor any of their affiliates is an officer, director, employeeCompany to register
the remaining shares Mr. Carter acquired pursuant to the Carter Agreement on or
affiliate of ofbefore January 29, 1998. Dr. Luigi T. Peccenini (together with Mr. Carter, the
Company.]
Mr. Bruce Goldman, Ms. Jill E. Becker, Ms. Kathy J. Taslitz and the KJT
Annuity Trust U/A/D/12/15/93 (collectively, the "Goldman"Selling Stockholders") acquired an aggregate of 380,030714,884 shares of Common Stock
(the "WSI Shares") pursuant to the Agreement for Purchase and PlanSale of Reorganization by and between Goldman Acquisition Corp. ("Goldman"), the
Company and the stockholdersBusiness of GoldmanWSI, dated December 1, 1996 (the "Goldman"WSI Agreement"). Pursuant to the
GoldmanWSI Agreement, Sylvan acquired all280,544 of the assets and certain liabilities
of Goldman in exchange for 633,383 shares of Sylvan Common Stock, immediately
after which Goldman was dissolved and the shares of Sylvan Common Stock were
distributed to the Goldman Stockholders and Messrs. Douglas L. Becker and R.
Christopher Hoehn-Saric, the other stockholders of Goldman. Messrs. Becker and
Hoehn-Saric are Co-Chief Executive Officers of Sylvan. Upon its dissolution,
Goldman distributed 126,676 shares of Sylvan Common Stock to each of
Messrs.Becker and Hoehn-Saric, none of which are being offered hereby. All
shares of Sylvan Common Stock distributed by Goldman to the Goldman Stockholders
pursuant to the Goldman AgreementWSI Shares are being offered in this Prospectus, as
required byProspectus.
In connection with the Goldman Agreement.
The Baltimore Children's Museum, Inc. acquiredCompany's acquisition of WSI, Dr. Peccenini became and
continues to be a consultant to the shares of Sylvan Common
Stock it is offering hereby on October 2, 1996, as a gift from the 1995 Nasser
J. Kazeminy Revocable Trust, a trust controlled by Mr. Nasser J. Kazeminy, a
principal stockholder of Sylvan.Company.
PLAN OF DISTRIBUTION
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "SLVN." The Selling Stockholders may from time to time sell shares of
Common Stock offered hereby in transactions on the Nasdaq Stock Market, in
privately-negotiated transactions or otherwise, in each case at negotiated
prices. The broker-dealers through or to whom the shares of Common Stock offered
hereby may be sold may be deemed "underwriters" within the meaning of the
Securities Act of 1933, in which event, all brokerage commissions or discounts
and other compensation received by such broker-dealer may be deemed underwriting
compensation.
The Common Stock offered hereby will be sold by the Selling Stockholders
acting as principal for their own account, and the Company will receive no
proceeds from this offering. The Selling Stockholders will pay all applicable
stock transfer taxes, transfer fees and brokerage commissions or discounts. The
Company has agreed to bear the cost of preparing the Registration Statement of
which this Prospectus is a part and all filing fees and legal and accounting
expenses in connection with registration of the shares of Common Stock offered
by the Jannick Stockholders hereby under federal and state securities laws (the
"Registration Fees"). The Goldman Stockholders have agreed to pay the Company
that portion of the Registration Fees that are attributable to the shares of
Common Stock being offered hereby by the Goldman Stockholders.laws.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for the
Company by Piper & Marbury L.L.P., Baltimore, Maryland.
EXPERTS
The consolidated financial statements and schedule of Sylvan Learning
Systems, Inc. appearing in the Annual Report of Sylvan Learning Systems, Inc.
(Form 10-K) for the year ended December 31, 19951996 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
-5-
================================================================================
398,780320,097 Shares
SYLVAN LEARNING
SYSTEMS, INC.
Common Stock
PROSPECTUS
, 1997
No person has been authorized by the Company to give any information or to
make any representations other than those contained in this Prospectus in
connection with the offer contained in this Prospectus, and if given or made,
such information or representations may not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in any jurisdiction
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall create an implication that
there has been no change in the affairs of the Company since the date hereof.
-------------------------------
TABLE OF CONTENTS
Page
----
Available Information..................................................... 2
Incorporation of Certain
Documents by Reference................................................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 4
Selling Stockholders...................................................... 4
Plan of Distribution...................................................... 4
Legal Matters............................................................. 5
Experts................................................................... 5
================================================================================
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this
Registration Statement. The Company will pay all expenses of the offering. All
of such expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission.
Filing Fee-Securities and Exchange Commission.......... $ 3,5652,923
Nasdaq Listing Fees.................................... 12,6776,402
Fees and Expenses of Counsel........................... 7,5005,000
Miscellaneous Expenses................................. 1,2584,675
-------
TOTAL................................................. $25,000$19,000
=======
Item 15. Indemnification of Directors and Officers.
The Company's Charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of the Company shall have any liability
to the Company or its stockholders for monetary damages. The Maryland General
Corporation Law provides that a corporation's charter may include a provision
which restricts or limits the liability of its directors or officers to the
corporation or its stockholders for money damages except: (1) to the extent that
it is provided that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Company's
Charter and By-laws provide that the Company shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland General Corporation Law and that the Company shall
indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.
The Charter and By-laws provides that the Company will indemnify its
directors and officers and may indemnify employees or agents of the Company to
the fullest extent permitted by law against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Company. In addition, the Company's Charter provides that its
directors and officers will not be liable to stockholders for money damages,
except in limited instances. However, nothing in the Charter or By-laws of the
Company protects or indemnifies a director, officer, employee or agent against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. To the extent that a director has been
successful in defense of any proceeding, the Maryland General Corporation Law
provides that he shall be indemnified against reasonable expenses incurred in
connection therewith.
II-1
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
3.1 Articles of Amendment and Restatement*
3.2 Amended and Restated By-Laws*
4.1 Specimen Stock Certificate*
4.2 Stockholders' Agreement dated as of January 26, 1993 by and
among the Registrant, Certain Stockholders and the Investors
named therein.*
4.3 Agreement and Plan of Reorganization dated as of OctoberDecember 31,
1996 by and among the Registrant, Carter Holdings, Inc.
and the stockholders named therein.
4.3 Agreement for Purchase and Sale of the Business of Wall
Street Institute International, B.V. and affiliated
companies ("WSI") dated as of December 1, 1996 by and among
the Registrant, Jannick Education
CorporationWSI and the stockholdersstockholder named therein.
4.4 Agreement and Plan of Reorganization dated as of January 31,
1997 by and among the Registrant, Goldman Acquisition Corp.
and the stockholders named therein.**
5.1 Opinion of Piper & Marbury L.L.P. regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney
(included on signature page)
- --------------
* Incorporated by reference fromto the Registrant's Registration Statement on
Form S-1 (No. 33-69558), filed on September 28, 1993.
** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 28, 1997 and filed on February 4, 1997.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange of
1934) 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, suite 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
II-2
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 Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(d) 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, as amended (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;
(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 in contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by reference
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.
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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-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland, on this 6th day of February,May, 1997.
SYLVAN LEARNING SYSTEMS, INC.
By /s/ R. Christopher Hoehn-Saric
---------------------------------------------
R. Christopher Hoehn-Saric, Chairman of the
Board and Co-Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints R. Christopher Hoehn-Saric and Douglas L. Becker
(with full power to each of them to act alone) as his true and lawful
attorney-
in-factattorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead in any and all capacities to sign any or all amendments or
post-
effectivepost-effective amendments to this Registration Statement, including
post-effective amendments filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices or other
document necessary or advisable to comply with the applicable state securities
laws, and to file the same, together with all other documents in connection
therewith, with the appropriate state securities authorities, granting unto
said attorneys-
in-factattorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, 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, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Co-Chief Executive Officer and Chairman of the
/s/ R. Christopher Hoehn-Saric Board of Directors (Principal Executive Officer) FebruaryMay 6, 1997
- ------------------------------
R. Christopher Hoehn-Saric
Co-Chief Executive Officer President,
/s/ Douglas L. Becker Secretary and Director FebruaryMay 6, 1997
- ---------------------------
Douglas L. Becker
Chief Financial Officer (Principal Financial
/s/ B. Lee McGee and Accounting Officer) FebruaryMay 6, 1997
- ---------------------------
B. Lee McGee
/s/ Donald V. Berlanti Director February 6, 1997
- --------------------------
Donald V. Berlanti
Director
, 1997
- --------------------------
R. William Pollock
Director , 1997
- --------------------------
Patrick A. Hopf
II-4
Signature Title Date
--------- ----- ----
Director
, 1997
- --------------------------
J. Phillip Samper
/s/ Nancy A. Cole Director February 6,May 7, 1997
- --------------------------
Nancy A. Cole
/s/ James H. McGuire Director February 6,May 7, 1997
- --------------------------
James H. McGuire
II-5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Articles of Amendment and Restatement*
3.2 Amended and Restated By-Laws*
4.1 Specimen Stock Certificate*
4.2 Stockholders' Agreement dated as of January 26, 1993 by and
among the Registrant, Certain Stockholders and the Investors
named therein.*
4.3 Agreement and Plan of Reorganization dated as of OctoberDecember 31,
1996 by and among the Registrant, Carter Holdings, Inc.
and the stockholders named therein.
4.3 Agreement for Purchase and Sale of the Business of Wall
Street Institute International, B.V. and affiliated
companies ("WSI") dated as of December 1, 1996 by and among
the Registrant, Jannick
Education CorporationWSI and the stockholdersstockholder named therein.
4.4 Agreement and Plan of Reorganization dated as of
January 31, 1997 by and among the Registrant, Goldman
Acquisition Corp. and the stockholders named therein.**
5.1 Opinion of Piper & Marbury L.L.P. regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young L.L.P.
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)Attorney**
- -------------------
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558), filed on September 28, 1993.
** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 28, 1997 and filed on February 4, 1997.
II-6