As filed with the Securities and Exchange Commission on September 9, 2009
Registration No. 333-61374
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nobel Learning Communities, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 22-2465204 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S employer Identification No.) |
1615 West Chester Pike West Chester, Pennsylvania | 19382 | |
(Address of Principal Executive Offices) | (Zip Code) |
2000 Stock Option Plan for Consultants
A. J. Clegg 1997 Stock Option Agreement
John R. Frock 1997 Stock Option Agreement
Daryl A. Dixon 1999 Stock Option Agreement
(Full title of the plan)
George H. Bernstein
President and Chief Executive Officer
Nobel Learning Communities, Inc.
1615 West Chester Pike
West Chester, Pennsylvania 19382
(Name and address of agent for service)
(484) 947-2000
(Telephone number, including area code, of agent for service)
COPY TO:
Brian Katz
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, Pennsylvania 19103-2799
(215) 981-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
Nobel Learning Communities, Inc. (the “Registrant”), filed a Registration Statement on Form S-8 (Registration No. 333-61374) with the Securities and Exchange Commission on May 22, 2001, with respect to the Company’s 2000 Stock Option Plan for Consultants, A. J. Clegg 1997 Stock Option Agreement, John R. Frock 1997 Stock Option Agreement, Daryl A. Dixon 1999 Stock Option Agreement (collectively, the “Plans”). The purpose of this Post-Effective Amendment No. 1 to the Registrant Statement (as amended, this “Registration Statement”) is to amend Items 3 and 8 and the Exhibit Index.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
We incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statement, except for Item 3 (Incorporation of Documents by Reference) and Item 8 (Exhibits), previously filed with the Securities and Exchange Commission by the Registrant on May 22, 2001 (Registration No. 333-61374).
Item 3. | Incorporation of Documents by Reference |
The following documents, which have been filed by the Registrant with the Commission, are incorporated by reference to this Registration Statement:
1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2009 (filed on September 9, 2009); and
2. The Registrant’s Current Report on Form 8-K (filed on September 9, 2009).
The Registrant is not incorporating by reference any Form 8-K through which it furnished, rather than filed, information with the Commission. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 8. | Exhibits |
Exhibit | Exhibit Description | |
4.1 | The Registrant’s Certificate of Incorporation, as amended and restated (filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998, filed on February 16, 1999, and incorporated herein by reference). | |
4.2 | The Registrant’s Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed on September 11, 1995, and incorporated herein by reference). | |
4.3 | The Registrant’s Amended and Restated Bylaws, as amended August 27, 2008 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2009, filed on May 1, 2009, and incorporated herein by reference). | |
4.4 | The Registrant’s Certificate of Designation of the Series A Junior Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 21, 2008, and incorporated herein by reference). | |
4.5 | Stock Option Agreement dated January 2, 1997 between A. J. Clegg and the Registrant (filed as Exhibit 10.1 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.6 | Stock Option Agreement dated January 2, 1997 between John R. Frock and the Registrant (filed as Exhibit 10.2 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.7 | Stock Option Agreement dated as of January 25, 1999 between Daryl A. Dixon and the Registrant (filed as Exhibit 10.3 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.8 | 2000 Stock Option Plan for Consultant (filed as Exhibit 10.4 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
5.1 | Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant, as to the validity of the securities being registered (filed as Exhibit 5 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
23.1* | Consent of Grant Thornton LLP. | |
23.2 | Consent of Barry S. Swirsky, Esq. (contained in Exhibit 5.1). | |
24.1* | Power of Attorney. |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “Act”), and in accordance with Rule 478(a)(4) under the Act, Nobel Learning Communities, Inc., 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of West Chester, Commonwealth of Pennsylvania, on the 9th day of September, 2009.
NOBEL LEARNING COMMUNITIES, INC. | ||
By: | /s/ George H. Bernstein | |
George H. Bernstein | ||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ George H. Bernstein | Chief Executive Officer and Director | September 9, 2009 | ||
George H. Bernstein | (Principal Executive Officer) | |||
/s/ Thomas Frank | Chief Financial Officer | September 9, 2009 | ||
Thomas Frank | (Principal Financial and Accounting Officer) | |||
* | Director | September 9, 2009 | ||
Therese Kreig Crane | ||||
* | Director | September 9, 2009 | ||
David Beale | ||||
* | Director | September 9, 2009 | ||
Steven B. Fink | ||||
* | Director | September 9, 2009 | ||
Peter H. Havens | ||||
* | Director | September 9, 2009 | ||
Richard J. Pinola | ||||
* | Director | September 9, 2009 | ||
Michael J. Rosenthal | ||||
* | Director | September 9, 2009 | ||
Ralph Smith | ||||
* | Director | September 9, 2009 | ||
David L. Warnock |
*Signed by George H. Bernstein as Attorney in Fact
/s/ George H. Bernstein |
George H. Bernstein |
EXHIBIT INDEX
Exhibit | Exhibit Description | |
4.1 | The Registrant’s Certificate of Incorporation, as amended and restated (filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998, filed on February 16, 1999, and incorporated herein by reference). | |
4.2 | The Registrant’s Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed on September 11, 1995, and incorporated herein by reference). | |
4.3 | The Registrant’s Amended and Restated Bylaws, as amended August 27, 2008 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2009, filed on May 1, 2009, and incorporated herein by reference). | |
4.4 | The Registrant’s Certificate of Designation of the Series A Junior Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 21, 2008, and incorporated herein by reference). | |
4.5 | Stock Option Agreement dated January 2, 1997 between A. J. Clegg and the Registrant (filed as Exhibit 10.1 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.6 | Stock Option Agreement dated January 2, 1997 between John R. Frock and the Registrant (filed as Exhibit 10.2 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.7 | Stock Option Agreement dated as of January 25, 1999 between Daryl A. Dixon and the Registrant (filed as Exhibit 10.3 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
4.8 | 2000 Stock Option Plan for Consultant (filed as Exhibit 10.4 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
5.1 | Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant, as to the validity of the securities being registered (filed as Exhibit 5 to Registration Statement on Form S-8 (Registration No. 333-61374), filed with the Securities and Exchange Commission on May 22, 2001, and incorporated herein by reference). | |
23.1* | Consent of Grant Thornton LLP. | |
23.2 | Consent of Barry S. Swirsky, Esq. (contained in Exhibit 5.1). | |
24.1* | Power of Attorney. |
* | Filed herewith. |