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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Nobel Learning Communities, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2465204
(State or other jurisdiction of (IRS Employee Identification Number)
incorporation or organization)
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(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)
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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
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed maximum Proposed Amount of
to be registered registered (1) (2) offering price per maximum registration fee
share aggregate
offering price*
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Common stock par value $.001 200,000 shares $ 9.13 (3) $1,826,000.00 $456.50
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Common stock par value $.001 15,000 shares $ 10.375 (4) $ 155,625.00 $ 38.91
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Common stock par value $.001 15,000 shares $ 10.375 (4) $ 155,625.00 $ 38.91
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Common stock par value $.001 110,000 shares $4.84375 (4) $ 532,812.50 $133.20
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Total 340,000 shares $2,670,062.50 $667.52
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(1) Includes 200,000 shares issuable pursuant to the 2000 Stock Option Plan for
Consultants, 15,000 shares issuable pursuant to the A. J. Clegg 1997 Stock
Option Agreement, 15,000 shares issuable pursuant to the John R. Frock 1997
Stock Option Agreement, and 110,000 shares issuable pursuant to the Daryl
A. Dixon 1999 Stock Option Agreement.
(2) 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.
(3) 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.
(4) Estimated pursuant to paragraph (h)(1) of Rule 457, based on the exercise
price per share of stock options awarded.
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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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The Registrant hereby incorporates by reference herein the following
documents:
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 2000.
b. The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30, 2000 and December 31, 2000.
c. The Form 8-A of the Registrant filed on August 30, 1988 (registering the
Registrant's Common Stock and containing a description thereof), and
amended by Form of the Registrant filed on May 30, 2000.
All other reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified shall not be deemed to constitute a part of the Registration Statement,
except as so modified and any statement so superseded shall not be deemed to
constitute a part of this Registration Statement.
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 Barry S. Swirsky, General Counsel of
the Company. Mr. Swirsky holds options to purchase 60,000 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
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to a person who has ceased to be director or officer and shall inure to 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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3.1 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, and incorporated herein by
reference.)
3.2 Registrant's Certificate of Designation, Preferences and Rights of
Series A Convertible Preferred Stock. (Filed as Exhibit 7(c) to the
Registrant's Current Report on Form 8-K filed on June 14, 1993 and
incorporated herein by reference.)
3.3 Registrant's Certificate of Designation, Preferences and Rights of
Series C Convertible Preferred Stock. (Filed as Exhibit 4(ae) to the
Registrant's Quarterly Report on Form 10-Q with respect to the quarter
ended June 30, 1994 and incorporated herein by reference.)
3.4 Registrant's Certificate of Designation, Preferences and Rights of
Series D Convertible Preferred Stock. (Filed as Exhibit 4E to the
Registrant's Current Report on Form 8-K filed on September 11, 1995,
date of earliest event reported August 25, 1995, and incorporated
herein by reference.)
3.5 Registrant's Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock. (Filed as Exhibit B to
Exhibit 1.1 to Registrant's Registration Statement on Form 8-A, dated
May 30, 2000 and incorporated herein by reference.)
3.6 Registrant's Amended and Restated By-laws. (Filed as Exhibit 3.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, and incorporated herein by reference.)
5 Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant.
10.1 Stock Option Agreement dated January 2, 1997 between A. J. Clegg and
the Registrant.
10.2 Stock Option Agreement dated January 2, 1997 between John R. Frock and
the Registrant.
10.3 Stock Option Agreement dated as of January 25, 1999 between Daryl A.
Dixon and the Registrant.
10.4 2000 Stock Option Plan for Consultants.
23.1 Consent of PricewaterhouseCoopers L.L.P., independent accountants.
23.2 Consent of Barry S. Swirsky, Esq. (included as part of Exhibit 5).
Item 9. Undertakings.
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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:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(b) 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;
and
(c) To include any material information with 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 (1)(a) and (1)(b) 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
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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 deemed to 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.
(4) 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.
(5) 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 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
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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
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/s/ A. J. Clegg Chairman of the Board May 22, 2001
- ----------------------- of Directors and Chief
A. J. Clegg Executive Officer
/s/ William E. Bailey Executive Vice President; May 22, 2001
- ----------------------- Principal Financial Officer
William E. Bailey and Principal Accounting Officer
/s/ Edward H. Chambers Director May 22, 2001
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Edward H. Chambers
/s/ John R. Frock Vice Chairman, Director May 22, 2001
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John R. Frock
/s/ Peter H. Havens Director May 22, 2001
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Peter H. Havens
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Director May 22, 2001
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Pamela S. Lewis
/s/ Eugene G. Monaco Director May 22, 2001
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Eugene G. Monaco
Director May 22, 2001
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William L. Walton
/s/ Robert E. Zobel Director May 22, 2001
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Robert E. Zobel
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EXHIBITS
Exhibit
Number Description
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3.1 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, and incorporated herein by
reference.)
3.2 Registrant's Certificate of Designation, Preferences and Rights of
Series A Convertible Preferred Stock. (Filed as Exhibit 7(c) to the
Registrant's Current Report on Form 8-K filed on June 14, 1993 and
incorporated herein by reference.)
3.3 Registrant's Certificate of Designation, Preferences and Rights of
Series C Convertible Preferred Stock. (Filed as Exhibit 4(ae) to the
Registrant's Quarterly Report on Form 10-Q with respect to the quarter
ended June 30, 1994 and incorporated herein by reference.)
3.4 Registrant's Certificate of Designation, Preferences and Rights of
Series D Convertible Preferred Stock. (Filed as Exhibit 4E to the
Registrant's Current Report on Form 8-K filed on September 11, 1995,
date of earliest event reported August 25, 1995, and incorporated
herein by reference.)
3.5 Registrant's Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock. (Filed as Exhibit B to
Exhibit 1.1 to Registrant's Registration Statement on Form 8-A, dated
May 30, 2000 and incorporated herein by reference.)
3.6 Registrant's Amended and Restated By-laws. (Filed as Exhibit 3.4 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, and incorporated herein by reference.)
5 Opinion of Barry S. Swirsky, Esq., General Counsel of the Registrant.
10.1 Stock Option Agreement dated January 2, 1997 between A. J. Clegg
and the Registrant.
10.2 Stock Option Agreement dated January 2, 1997 between John R. Frock and
the Registrant.
10.3 Stock Option Agreement dated as of January 25, 1999 between Daryl A.
Dixon and the Registrant.
10.4 2000 Stock Option Plan for Consultant.
23.1 Consent of PricewaterhouseCoopers L.L.P., independent accountants.
23.2 Consent of Barry S. Swirsky, Esq. (included as part of Exhibit 5).
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