Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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F O R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nobel Education Dynamics, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 22-2465204
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 N. Providence Road
Suite 3055
Media, PA 19063
(Address of principal executive offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
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(Full title of the plan)
A.J. Clegg
Nobel Education Dynamics, Inc.
1400 N. Providence Road
Suite 3055
Media, PA 19063
(Name or address of agent for service)
Telephone number, including area code, of agent for service: (610) 891-8200
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Please send copies of all communications to:
Barry Swirsky, Esquire Robert H. Strouse, Esquire
Nobel Education Dynamics, Inc. Drinker Biddle & Reath
1400 N. Providence Road 1000 Westlakes Drive, Suite 300
Suite 3055 Berwyn, PA 19312
Media, PA 19063
[cover page is continued]
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
securities to registered (1) maximum maximum registration
be registered offering aggregate fee (2)
price per offering
share (2) price (2)
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Common Stock, 375,000 $11.50 $4,312,500 $1,487.07
par value
$.001 per
share
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(1) Pursuant to Rule 415(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with shares splits, shares dividends or
similar transactions.
(2) Calculated pursuant to Rule 457(h). Computed based upon $11.50 per
share, the average of the high and low prices of a share of Common Stock
of Nobel Education Dynamics, Inc. on November 28, 1995 as reported on
the Nasdaq SmallCap Market.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of the Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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There are incorporated herein by reference the following
documents:
1. The Registrant's Annual Report of Form 10-K for the fiscal year
ended December 31, 1994;
2. A Current Report on form 8-K filed on February 2, 1995
(reporting the Registrant's plan to acquire Pennsylvania Blue
Shield's Carefree Learning Centers and three additional centers
under development by Pennsylvania Blue Shield.)
3. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30,
1995;
4. A Current Report on Form 8-K filed on March 27, 1995 (reporting
the acquisition of Carefree Learning Centers on March 10, 1995)
as amended by Forms 8-K (A) filed on May 11, 1995 and August 11,
1995;
5. A Current Report on Form 8-K filed on June 23, 1995 (reporting
the Registrant's execution of a Stock Purchase Agreement to
purchase Educo, Inc. and updating disclosure regarding certain
litigation);
6. A Current Report on Form 8-K filed on September 11, 1995
(reporting the acquisition of nine child care centers from
Corydon Day Care Center, Inc., the acquisition of Educo, Inc.
and certain other matters on September 1, 1995) as amended by
Form 8-K (A) filed on November 15, 1995;
7. The Registrant's Reports on Form 10-C filed on September 20,
1995 and October 10, 1995; and
8. The Form 8-A of the Registrant filed on August 30, 1988
(registering the Registrant's Common Stock and containing a
description thereof).
All other reports and other documents filed by the Registrant pursuant
to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all of the securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.
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Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Registrant by
Drinker Biddle & Reath. Morgan R. Jones, a director of the
Registrant, is a partner of Drinker Biddle & Reath. Mr. Jones
holds a record 7,227 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law, Del. Code Ann. tit.
8, sec. 145 (1991), permits indemnification of officers and directors in certain
circumstances.
Article 4, Section 4.01 of the Registrant's Bylaws provides that any
person who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving while a director or officer of
the Registrant at the request of the Registrant as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Registrant against expenses (including attorney's
fees), judgements, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law.
Article 4, Section 4.04 states that the indemnification and advancement
of expenses provided by Article 4 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be director or officer and shall
inure the benefit of the heirs, executors and administrators of such person.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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Exhibit 4.1 Registrant's Certificate of Incorporation, as amended and
restated (including the Certificate of Amendment of
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Certificate of Incorporation of Registrant filed
September 28, 1995 effecting a one-for-four reverse stock
split).
Exhibit 4.2 Registrant's Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock.
Exhibit 4.3 Registrant's Certificate of Designation, Preferences and
Rights of Series C Convertible Preferred Stock.
Exhibit 4.4 Registrant's Certificate of Designation, Preferences and
Rights of Series D Convertible Preferred Stock.
Exhibit 4.5 Registrant's Amended and Restated By-laws, as amended.
Exhibit 4.6 The Registrant's 1995 Stock Incentive Plan.
Exhibit 5 Opinion of Drinker Biddle & Reath, counsel to the
Registrant.
Exhibit 23.1 Consent of Coopers & Lybrand as independent accountants.
Exhibit 23.2 Consent of Drinker Biddle & Reath
Item 9. Undertakings.
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(a) Rule 415 Offering
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 (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in value and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
Table in the effective registration statement; and
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(iii) To include any material information which respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for purposes of determining 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 the
securities at that time shall be the initial bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference
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(a) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed 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.
(h) Request for Acceleration of Effective Date or Filing of a
Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or 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, 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is 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 Media, Pennsylvania on this 28th day of November, 1995.
NOBEL EDUCATION DYNAMICS, INC.
By: /s/ A.J. Clegg
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A.J. Clegg
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ A. J. Clegg
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A. J. Clegg Chairman of the Board November 28, 1995
of Directors and Chief
Executive Officer
/s/ Yvonne DeAngelo
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Yvonne DeAngelo Controller and November 28, 1995
Principal Financial
Officer
/s/ Edward H. Chambers
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Edward H. Chambers Director November 28, 1995
/s/ John R. Frock
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John R. Frock Director November 28, 1995
/s/ Peter R. Havens
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Peter R. Havens Director November 28, 1995
/s/ Morgan R. Jones
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Morgan R. Jones Director November 28, 1995
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Janet L. Kats Director November 28, 1995
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John H. Martinson Director November 28, 1995
/s/ Eugene G. Monaco
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Eugene G. Monaco Director November 28, 1995
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EXHIBIT INDEX
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Exhibit No. Title
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4.1 Registrant's Certificate of
Incorporation, as amended and restated
(including the Certificate of
Amendment of Certificate of
Incorporation of Registrant filed
September 28, 1995 effecting a
one-for-four reverse stock split)
4.2 Registrant's Certificate of Incorporated by
Designation, Preference and Rights reference from
of Series A Convertible Preferred the Registrant's
Stock. Current Report
on Form 8-K as filed
with the Commission
on June 14, 1993
4.3 Registrant's Certificate of Incorporated by
Designation, Preferences and Rights reference from the
of Series C Convertible Preferred Registrant's Quarterly
Stock. Report on Form 10-Q
for the fiscal quarter
ended June 30, 1994
4.4 Registrant's Certificate of Incorporated by
Designation, Preferences and Rights reference from
of Series D Convertible Preferred the Registrant's
Stock. Current Report
on Form 8-K as filed
with the Commission
on September 11, 1995
4.5 Registrant's Amended and Restated Incorporated by
By-laws reference from
Registrant's Annual
Report on Form 10-K
for the year ended
December 31, 1990.
4.6 Registrant's 1995 Stock Incentive Plan
5 Opinion of Drinker Biddle & Reath,
counsel to the Registrant.
23.1 Consent of Coopers & Lybrand,
independent accountants.
23.2 Consent of Drinker Biddle & Reath (/1/).
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(/1/) Included in Exhibit 5.