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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 7, 2008
Nobel Learning Communities, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-10031 22-2465204
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
1615 West Chester Pike, West Chester, PA 19382
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (484) 947-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On November 7, 2008, the Registrant issued a press release announcing that
its Board of Directors' has decided to undertake a process to determine whether
a sale transaction at the current time is in the best interest of its
stockholders. The Board's decision was based on the recommendation of a
committee of independent directors, which was advised by J.P. Morgan Securities
Inc., the Company's financial adviser.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Number Description of Document
99.1 Press release dated November 7, 2008 announcing process to determine
possible sale.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caut 6 0 sed this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Nobel Learning Communities, Inc.
(Registrant)
November 7, 2008 By: /s/ George H. Bernstein
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Name: George H. Bernstein
Title: President and Chief Executive Officer