SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 1 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
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:
On December 13, 1999, the Board of Directors of Sylvan Learning Systems,
Inc. ("Sylvan") amended its Shareholder Rights Plan (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 acquirers 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.
Effective October 1, 1999, several amendments were made to the Maryland
General Corporation Law. As a result, the Maryland General Corporation Law now
permits a provision in a shareholder rights plan that newly elected directors
may not vote to redeem rights poison pill for at least 180 days after their
election. The amendments to Sylvan's Plan incorporate this type of provision.
In addition, Sylvan appointed a new Rights Agent, First Union National Bank,
which also now acts as its transfer agent.
The October 1999 amendments to the Maryland General Corporation Law also
specifically authorized a provision in a Maryland corporation's by-laws
generally requiring shareholders to submit proposals for action at a
stockholders' meeting up to 90 days. The Sylvan Board of Directors approved
amendments to the By-Laws to add a 90 day advance shareholder notice provision.
A copy of the Amended and Restated Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to Sylvan's Current Report on
Form 8-K dated December 13, 1999 and filed with the Securities and Exchange
Commission on December 17, 1999. A copy of the Amended and Restated Rights
Agreement 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 Amended and Restated Rights Agreement, as amended from time to
time, which is hereby incorporated herein by reference.
Item 2. Exhibits.
1. 4.1 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/ B. Lee McGee
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Name: B. Lee McGee
Title: Executive Vice President and
Chief Financial Officer
Date: January 6, 2000
EXHIBIT INDEX
Exhibit Description
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1** 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 dated
December 13, 1999 and filed with the Securities and Exchange
Commission on December 17, 1999.