SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
SYLVAN LEARNING SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
MARYLAND 52-1492296
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(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Preferred Share Purchase Rights Nasdaq Stock Market
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
Effective April 2, 2001, the Board of Directors of Sylvan Learning
Systems, Inc. ("Sylvan") amended Sylvan's Amended and Restated Rights Agreement
dated December 18, 1999 (the "Plan"). The Plan is designed to protect the
long-term interests of Sylvan and its stockholders in the event of an
unsolicited takeover attempt by, among other things, encouraging potential
acquirors of Sylvan to negotiate with the Board of Directors so as to enhance
the Board's ability to achieve the best possible value for all Sylvan
stockholders.
A copy of the Amendment dated as of March 30, 2001 to the Plan has been
filed with the Securities and Exchange Commission as an Exhibit to Sylvan's
Current Report on Form 8-K filed April 16, 2001. A copy of the Plan, as amended,
is available free of charge from Sylvan. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Plan, as amended from time to time, which is hereby incorporated herein by
reference.
ITEM 2. EXHIBITS.
1. 4.1 Amendment dated as of March 30, 2001 to Amended and Restated Rights Agreement by
and between Sylvan Learning Systems, Inc. and First Union National Bank, Rights
Agent, dated as of December 18, 1999.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SYLVAN LEARNING SYSTEMS, INC.
By: /s/ ROBERT W. ZENTZ
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Name: Robert W. Zentz
Title: Senior Vice President
Date: April 24, 2001
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1** Amendment dated as of March 30, 2001 Amended and Restated Rights Agreement by and between
Sylvan Learning Systems, Inc. and First Union National Bank, Rights Agent, dated as of
December 18, 1999.
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** Incorporated by reference to Sylvan's Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 16, 2001.