SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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 (IRS Employee
incorporation or organization) Identification Number)
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(Address of principal executive offices) (Zip Code)
1995 Stock Incentive Plan
(Full title of the plan)
---------------------
A. J. Clegg
Nobel Learning Communities, Inc.
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(Name and address of agent for service)
(610) 891-8200
(Telephone number, including area code, of agent for service)
---------------------
copies of all communications to:
Barry S. Swirsky, Esq.
Nobel Learning Communities, Inc.
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(610) 891-8200
--------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered (1) maximum offering aggregate offering registration fee
price per share price
- ------------------------------------------------------------------------------------------------------------------------------------
Common stock par value $.001 925,000 shares $9.13 (2) $8,445,250.00 $2,111.31
====================================================================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with stock splits, stock dividends or similar
transactions.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457, solely for
purposes of calculating amount of registration fee, based upon the average
of the high and low prices reported on May 18, 2001, as reported on the
Nasdaq National Market.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
This registration statement is being filed to register an additional 925,000
shares of Common Stock, par value $.001 per share ("Common Stock"), of Nobel
Learning Communities, Inc. (the "Company") which may be issued upon exercise of
options, rights and awards granted and to be granted under the Company's 1995
Stock Incentive Plan (as amended, the "Plan"). On December 1, 1995, the Company
registered 375,000 shares of Common Stock to be issued upon exercise of options,
rights and awards granted and to be granted under the Plan on a Form S-8
Registration Statement No. 33-64701. Pursuant to General Instruction E to Form
S-8, the Company hereby incorporates herein by reference the contents of such
prior Form S-8 Registration Statement No. 33-64701.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
5 Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant.
23.1 Consent of PricewaterhouseCoopers L.L.P., independent accountants.
23.2 Consent of Barry S. Swirsky, Esq. (included as part of Exhibit 5).
II-1
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Media, Pennsylvania on May 22, 2001.
NOBEL LEARNING COMMUNITIES, INC.
By: /s/ A. J. Clegg
-------------------------------------
A. J. Clegg
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints A.J. Clegg and John R. Frock and each of them,
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
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
----------- ----- ----
/s/ A. J. Clegg Chairman of the Board May 22, 2001
- ---------------
A. J. Clegg of Directors and Chief
Executive Officer
/s/ William E. Bailey Executive Vice President; May 22, 2001
- ----------------------
William E. Bailey Principal Financial Officer
and Principal Accounting Officer
/s/ Edward H. Chambers Director May 22, 2001
- -----------------------
Edward H. Chambers
/s/ John R. Frock Vice Chairman, Director May 22, 2001
- ------------------
John R. Frock
/s/ Peter H. Havens Director May 22, 2001
- --------------------
Peter H. Havens
II-2
Director May 22, 2001
- ---------------------
Pamela S. Lewis
/s/ Eugene G. Monaco Director May 22, 2001
- ---------------------
Eugene G. Monaco
Director May 22, 2001
- ---------------------
William L. Walton
/s/ Robert E. Zobel Director May 22, 2001
- --------------------
Robert E. Zobel
II-3
EXHIBITS
Exhibit
Number Description
- ------- -----------
5 Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant.
23.1 Consent of PricewaterhouseCoopers L.L.P., independent accountants.
23.2 Consent of Barry S. Swirsky, Esq. (included as part of Exhibit 5).
II-4