<PAGE>
As filed with the Securities and Exchange Commission on December 1, 1997
FILE NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
LEARNING TREE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-3133814
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6053 WEST CENTURY BOULEVARD 90045-0028
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
________________________
1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
_________________________
DAVID C. COLLINS, CHIEF EXECUTIVE OFFICER
6053 WEST CENTURY BOULEVARD
LOS ANGELES, CALIFORNIA 90045-0028
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 417-9700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
STEPHEN P. ROTHMAN, ESQ.
GUTH ROTHMAN & CHRISTOPHER LLP
10866 WILSHIRE BOULEVARD, SUITE 1250
LOS ANGELES, CALIFORNIA 90024
(310) 474-8809
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED/(1)/ PER SHARE/(2)/ OFFERING PRICE/(2)/ REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.0001 per share, 1,500,000 shares $24.6875 $37,031,250 $11,221.59
and options to purchase such Common Stock
===================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
securities as may become issuable to prevent dilution resulting from stock
splits, stock dividends and similar events.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of the average of the high ($25.375) and
low ($24.00) sale prices of the Registrant's Common Stock on the Nasdaq
National Market on November 20, 1997.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Learning Tree
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the period ended
September 30, 1996, which is the Registrant's latest annual report filed
pursuant to Section 13(a) of the Securities Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
June 30, 1997, March 31, 1997 and December 31, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act").
(c) The description of the Registrant's Common Stock as set forth under the
caption "Description of Capital Stock" in the Registrant's registration
statement on Form S-1, File No. 333-12421, as filed with the Commission on
September 20, 1996, and any other amendments or reports thereto filed with the
Commission for the purpose of updating such description.
In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all 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 documents. Any statement contained in a
document deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such
statement.
Item 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act. The options registered hereunder are issued or issuable under the
Company's 1995 Stock Option Plan, adopted in October 1995 by the Company and its
stockholders (the "Stock Option Plan"). The Stock Option Plan provides for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and non-qualified stock options to purchase an aggregate
of up to 1,500,000 shares of the Common Stock of the Company. The Stock Option
Plan permits the grant of options to officers, employees and directors of the
Company. Under the Stock Option Plan, the exercise price of an incentive stock
option must be at least equal to 100% of the fair market value of the common
Stock on the date of grant (110% of the fair market value in the case of options
granted to employees who hold more than ten percent of the voting power of the
Company's capital stock on the date of grant). The exercise price of a non-
qualified stock option must be not less than 75% of the fair market value of the
Common Stock on the date of grant. The term of an incentive or non-qualified
stock option is not to exceed ten years (five years in the case of an incentive
stock option granted to a ten percent holder). The vesting schedule and the
period required for full exercisability of the stock options are at the
discretion of the Stock Option Committee of the Board of Directors but in no
event will any option be exercisable earlier than six months after the date of
grant except in the case of death or disability of the option holder.
As of September 30, 1997, non-qualified options for approximately 836,000
shares were outstanding under the Stock Option Plan. The exercise price of all
options granted was equal to the fair market value of the Common Stock at the
date of grant and the terms of the options granted to that date are five years.
2
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Theodore E. Guth, a partner in Guth Rothman & Christopher LLP, holds an
option to purchase 12,000 shares of the Registrant's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eight of the Amended and Restated Certificate of Incorporation of
the Registrant and Article VIII of the By-laws of the Registrant (filed as
Exhibits 4.3 and 4.4 hereto, respectively) provide for indemnification of
officers and directors and are incorporated herein by this reference.
Section 145 of the General Corporation Law of the State of Delaware
provides, in part, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceedings because such person is or was a director, officer, employee or agent
of the corporation or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all costs
actually and reasonably incurred by him in connection with such suit or
proceedings if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation. Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner believed to be in or not opposed to the best
interests of the corporation, and provided further (unless a court of competent
jurisdiction otherwise determines) that such person shall not have been adjudged
liable to the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
Number
- ------
4.1 1995 Stock Option Plan of Learning Tree International, Inc. (incorporated
by reference to Exhibit 10.8 to Amendment No.1 to the Registrant's
registration statement on Form S-1, File Number 33-97842, as filed with
the Commission on November 13, 1995 ("Amendment No. 1")).
4.2 Form of Option Grants
4.3 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of Amendment No. 1).
4.4 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of
Amendment No. 1.
4.5 Specimen of Common Stock Certificate (incorporated by reference to Exhibit
4.1 of Amendment No. 1.
5.1 Opinion of Guth Rothman & Christopher LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Guth Rothman & Christopher LLP (included in their opinion filed
as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on signature page of this Registration
Statement)
____________________
3
<PAGE>
Item 9. UNDERTAKINGS.
(a) 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;
(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;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any 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 such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and 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 Securities 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Los Angeles, State of California, on November 26,
1997.
LEARNING TREE INTERNATIONAL, INC.
By: /s/ DAVID C. COLLIINS
----------------------------------
David C. Collins, Ph.D.
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. David C. Collins, Eric R. Garen and
Mary C. Adams, jointly and severally, as attorneys-in-fact, each with power of
substitution, for such person in any and all capacities, to sign any and all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ DAVID C. COLLINS Chairman of the Board of Directors November 26, 1997
- -------------------------------------- and Chief Executive Officer (principal
David C. Collins, Ph.D. executive officer)
/s/ ERIC R. GAREN President and Director November 26, 1997
- --------------------------------------
Eric R. Garen
/s/ MAX S. SHEVITZ Executive Vice President and Director November 26, 1997
- --------------------------------------
Max S. Shevitz
/s/ GARY R. WRIGHT Vice President, Finance, Chief November 26, 1997
- -------------------------------------- Financial Officer and Secretary
Gary R. Wright (principal financial officer and
principal accounting officer)
/s/ W. MATHEW JUECHTER Director November 26, 1997
- --------------------------------------
W. Mathew Juechter
/s/ ALAN B. SALISBURY Director November 26, 1997
- --------------------------------------
Alan B. Salisbury, Ph.D.
/s/ MICHAEL W. KANE Director November 26, 1997
- --------------------------------------
Michael W. Kane, Ph.D.
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<C> <S>
4.1 1995 Stock Option Plan (incorporated by
reference to Exhibit 10.8 to Amendment No. 1 to
the Registrant's registration statement on Form
S-1, File No. 33-97842, as filed with the
Commission on November 13, 1995 ("Amendment No. 1")
4.2 Form of Option Grants
4.3 Amended and Restated Certificate of
Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 of Amendment No. 1).
4.4 By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 of Amendment No. 1).
4.5 Specimen of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of
Amendment No. 1).
5.1 Opinion of Guth Rothman & Christopher LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Guth Rothman & Christopher LLP
(included in their opinion filed as Exhibit 5.1
hereto)
24.1 Powers of Attorney (included on signature page
of this Registration Statement)
</TABLE>
6
<PAGE>
EXHIBIT 4.2
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(CONSULTANT)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is: _____________
The "EXPIRATION DATE" of your Option is : _____________
The "NUMBER OF SHARES" covered by your Option is: _____
The "EXERCISE PRICE" per share for your Option is: US$_____
VESTING. As one of the Company's consultants, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year commencing
after the Date of Grant and ending on an anniversary of the Date of Grant during
which you are employed as a consultant by the Company or its subsidiaries (a
"QUALIFYING YEAR"). Your Option cannot be exercised until the first anniversary
of the Date of Grant. As an example, at any time after the third anniversary of
the Date of Grant, but before the fourth anniversary, the maximum number of
shares you may purchase or have purchased under this Option is seventy-five
percent (75%) of the Number of Shares; after the fourth anniversary of the Date
of Grant, you may purchase all of the Number of Shares. Of course, you can
never exercise the Option for more than the Number of Shares or after the
Expiration Date (in each case as adjusted under the Terms and the Plan).
<PAGE>
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
2
<PAGE>
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(INSTRUCTOR)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is: ______________
The "EXPIRATION DATE" of your Option is: ______________
The "NUMBER OF SHARES" covered by your Option is: ________
The "EXERCISE PRICE" per share for your Option is: US$_____
VESTING. As one of the Company's instructors, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year which
commences after the Date of Grant and ends on an anniversary of the Date of
Grant during which you teach at least seven course events for the Company (a
"QUALIFYING YEAR"). Except with the written consent of the Committee, your
Option cannot be exercised until you complete a Qualifying Year, and no
additional shares will become exercisable after any year which is not a
Qualifying Year. As an example, if you have completed three Qualifying Years,
the maximum number of shares you may purchase or have purchased under this
Option is seventy-five percent (75%) of the Number of Shares; after four
Qualifying Years, you may purchase all of the Number of Shares. Of course, you
can never exercise the Option for more than the Number of Shares or after the
Expiration Date (in each case as adjusted under the Terms and the Plan).
3
<PAGE>
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
4
<PAGE>
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(EMPLOYEE)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is ____________
The "EXPIRATION DATE" of your Option is: ____________
The "NUMBER OF SHARES" covered by your Option is: _____
The "EXERCISE PRICE" per share for your Option is: US$____
VESTING. As one of the Company's employees, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year commencing
after the Date of Grant and ending on an anniversary of the Date of Grant during
which you are employed by the Company or its subsidiaries (a "QUALIFYING YEAR").
Your Option cannot be exercised until the first anniversary of the Date of
Grant. As an example, at any time after the third anniversary of the Date of
Grant, but before the fourth anniversary, the maximum number of shares you may
purchase or have purchased under this Option is seventy-five percent (75%) of
the Number of Shares; after the fourth anniversary of the Date of Grant, you may
purchase all of the Number of Shares. Of course, you can never exercise the
Option for more than the Number of Shares or after the Expiration Date (in each
case as adjusted under the Terms and the Plan).
5
<PAGE>
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
6
<PAGE>
EXHIBIT 5.1
November 26, 1997
Learning Tree International, Inc.
6053 West Century Boulevard
Los Angeles, California 90045-0028
Gentlemen:
We have acted as counsel in connection with the preparation and filing of
that certain Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the registration of
1,500,000 shares of Common Stock, $0.0001 par value per share (the "Common
Stock"), of Learning Tree International, Inc., a Delaware corporation (the
"Company"), issuable upon the exercise of options granted to certain employees
and others of the Company pursuant to the Company's 1995 Stock Option Plan (the
"Plan"). As such counsel, we have examined the proceedings taken in connection
with the Plan and proposed to be taken in connection with the sale and issuance
of the Common Stock pursuant thereto and such other matters and documents as we
have deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that such Common Stock, when
sold and issued in the manner referred to in the Registration Statement and the
Plan, will be legally issued, fully paid and non-assessable.
We consent to the use of our opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ GUTH ROTHMAN & CHRISTOPHER LLP
GUTH ROTHMAN & CHRISTOPHER LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
November 15, 1996, included in Learning Tree International, Inc.'s Form 10-K for
the year ended September 30, 1996 and to all references to our firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
November 20, 1997
