<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NUMBER 333-47554
PROSPECTUS
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LEARNING TREE INTERNATIONAL, INC.
Up to 3,000,000 Shares of Common Stock
The stockholders listed in the Table of Selling Stockholders (the "Selling
Stockholders") may use this prospectus from time to time to offer for sale up to
3,000,000 shares of our outstanding common stock. See "Selling Stockholders"
beginning on page 9.
The Selling Stockholders acquired their shares of our common stock through
a purchase from a group of existing shareholders (the "Prior Holders")
consisting of David C. Collins, The Collins Family Foundation, The Collins
Charitable Remainder Unitrust #97-1, Eric R. Garen and The Garen Family
Foundation. Dr. Collins is our Chairman of the Board of Directors and Chief
Executive Officer and is also the Chief Financial Officer and Secretary of The
Collins Family Foundation and a Trustee of The Collins Charitable Remainder
Unitrust. Mr. Garen is our President and is also a Trustee of the Garen Family
Foundation.
Investment in our common stock involves a high degree of risk. See "Risk
Factors" on page 2.
We are not offering any shares of common stock to the public and will not
directly receive any proceeds from the sale of shares under this prospectus. We
are paying the cost of registering the shares of common stock to which this
prospectus relates as well as various related expenses, and the Prior Holders
have agreed to reimburse us for those costs. The Selling Stockholders are
individually responsible for all selling commissions, transfer taxes and other
costs related to the offer and sale of their shares. If required, the number of
shares to be sold, the public offering price of those shares, the names of any
broker-dealers and any applicable commission or discount will be included in a
supplement to this prospectus, called a prospectus supplement.
Our common stock is traded under the symbol "LTRE." On October 3, 2000,
the closing sale price of our common stock on the NASDAQ Stock Market was $47.75
per share. Our principal executive offices are located at 6053 West Century
Boulevard, Los Angeles, California, 90045-0028, telephone number (310) 417-9700.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities described in this
prospectus or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is October 23, 2000.
<PAGE>
RISK FACTORS
You should carefully consider the following discussion of various risks and
uncertainties, keeping in mind that they are not the only ones that affect us.
Additional risks which we do not presently consider material, or of which we are
not currently aware, may also have an adverse impact on us.
Among other things, this prospectus contains forward-looking statements
that are based on certain assumptions about future risks and uncertainties. We
believe that our assumptions are reasonable. Nonetheless, it is likely that at
least some of these assumptions will not come true. Accordingly, our actual
results will probably differ from the outcomes contained in any forward-looking
statement, and those differences could be material. Factors that could cause or
contribute to those differences include the ones discussed below, as well as
those discussed elsewhere in this prospectus and in our filings with the
Securities and Exchange Commission.
Common Stock Price Fluctuations
Learning Tree's common stock price has fluctuated significantly since our
initial public offering and may continue to do so in the future.
General Factors. We believe some of the reasons for past fluctuations in
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the price of our stock have included:
. announcements of developments related to our business;
. announcements concerning new products or enhancements by Learning Tree
or our competitors;
. developments in our relationships with our customers;
. market perceptions of new means of delivering training, such as CD-ROMs
or the Internet;
. variations in Learning Tree's revenues, gross margins, earnings or
other financial results from investors' expectations;
. fluctuations in results of our operations and general conditions in the
economy, our market, and the markets served by our customers; and
. the market reaction to the "Y2K" problem, including delays in
introducing new technologies by both our customers and technology
vendors.
In addition, prices in the stock market, particularly for technology-
related stocks, have been volatile in recent years. In many cases, the
fluctuations have been unrelated to the operating performance of the affected
companies. As a result, the price of our common stock could fluctuate in the
future without regard to our operating performance.
Future Sales of Learning Tree Common Stock. Sales of Learning Tree's common
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stock by our officers, directors and employees, especially our founders, could
adversely and unpredictably affect the price of our shares. Additionally, the
price could be affected even by the potential for sales by these persons. In
addition to the approximately 22,119,021 shares outstanding as of October 4,
2000, we have registered a total of 3,266,686 shares of common stock for
issuance under our Stock Option Plans. We cannot predict the effect which any
future sales of our common stock, or the potential for those sales, will have on
our share price.
Fluctuations in Operating Results
Historically, Learning Tree's operating results have fluctuated, and we
expect that fluctuations could continue in the future.
The fluctuations in our past results have resulted from many factors, some
of which are beyond our control. In the future, these or other factors could
have a material adverse impact on Learning Tree's operating results and cause
our stock price to decrease. For example:
Timing of Course Development, and Sales and Marketing Expenditures. We try
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to base expenditures for
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course development, sales and marketing and other items on our expectations of
future customer demand. If our assumptions prove to be wrong, and our revenues
fall short of our expectations, we may not be able to adjust our expenditures
quickly enough to compensate for a lower revenue base. This could compound the
impact of any revenue shortfall and further affect our operating results and the
price of our stock.
Course Scheduling and Marketing Activities. The timing and content of our
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courses and our marketing activities can affect the number of participants who
attend our courses. Some of the activities that can contribute to fluctuations
in our operating results include:
. the frequency and availability of our course events;
. the number of weeks in a quarter during which courses can be conducted;
. the timing, frequency and size of, and the response to, our direct mail
marketing and advertising campaigns;
. the timing of introduction of new course titles; and
. the mix between course events held at customer-sites and course events
held in our education centers and hotels.
Seasonal Factors. Our quarterly revenues and income typically reflect
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seasonal patterns. Generally, our revenue and operating income are greater in
the second half of our fiscal year (April through September) than in the first
half (October through March). This is due in large part to the seasonal spending
patterns of our customers, which are affected by factors such as:
. their budgetary considerations;
. factors specific to their business or industry; and
. weather, holiday and vacation considerations.
We cannot predict whether these seasonal factors or their effects will
change in the future.
Use of Accounting Estimates. The preparation of our financial statements in
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conformity with "Generally Accepted Accounting Principles" requires us to make
estimates and assumptions in calculating our financial results. For example, we
currently offer our customers a sales discount program called the "Passport
Program." After purchasing a Passport, a customer may attend up to a specified
number of courses over a one-year period at a discounted price. Under the
Passport Program, we recognize revenue for each attendance in one of our courses
based upon the selling price of the Passport and our estimate of the average
number of courses a Passport holder will actually attend. When a Passport
expires, we record any difference between the revenue previously recognized and
the Passport selling price. For example, if a Passport holder attends more
courses than we had estimated, we make a negative adjustment to revenues. We
base our estimate of the average number of course events that a Passport holder
will attend on historical trends that may change in the future. If average
passport attendance rates were to increase, we would have to make negative
adjustments to our revenue, which could be significant.
Introductions and Adoption of New Technology. Our customers tend to
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increase their training at times when new technology is being introduced. During
periods when no important new technologies are being introduced, demand for our
training courses may decrease, and it could have a material adverse effect on
our operating results and stock price. For example, during 1998 and 1999 many of
our customers deferred new technology installations and training of
professionals because of concerns over the potential "Y2K" issue.
Other Factors. Other factors that may affect our operating results include:
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. competitive forces within our current and anticipated future
markets;
. our ability to attract customers and meet their expectations;
. currency fluctuations and other risks of international operations;
. general economic conditions; and
. differences in the timing of our spending on development and
marketing of courses and receiving revenues from our customers.
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All or any of these and similar factors could result in our operating
results differing substantially from the expectations of public market analysts
and investors, which would likely have a material adverse impact on our stock
price.
Risks Associated with Technology Changes
If we do not adequately anticipate or respond to changes in technology, it
could have a material adverse effect on our operating results and stock price.
Changes in technology can affect our business in at least two principal
ways. First, we must anticipate and keep pace with the introduction of new
hardware, software and networking technologies and develop courses that
effectively train customers in the technologies which they will be using.
Second, we must adapt to changes in the technologies by which we can deliver
training to our customers' employees. As a result of technology developments, we
may have to make substantial and unanticipated expenditures to develop new
course titles, or buy new equipment or invest in further course development
software and processes to deliver them. Further, we may not adequately
anticipate or respond successfully to technological changes for many reasons,
including misjudging the impact of technological changes, as well as financial,
technological or other constraints. If we do not adequately anticipate or
respond to changes in computer platforms, customer preferences or software
technology, it would likely have a material adverse impact on our operating
results and stock price.
Risks Associated with the Introduction of Distance Learning
If we are unsuccessful in developing and implementing a distance learning
strategy, it could have a material adverse effect on our operating results and
stock price.
Although the worldwide market for IT education and training is now
dominated by instructor-led classroom training, the use of technology-based
training, such as Internet-based distance learning, appears to be growing. Many
customers and training providers are exploring distance learning methodologies
using the Internet ("e-learning"). The market for e-learning for IT
professionals is highly fragmented, and we do not know of any established
industry model for growth and profitability. A number of e-learning providers
offer text or computer based training content over the Internet at low cost or
even for free. In contrast, our commitment and investment in the quality and
effectiveness of our training programs means that we would likely market any
Learning Tree e-learning at a significantly higher price. In order for such a
distance learning program to be successful we would need to attract enough
customers who would be willing to pay that price. If we cannot successfully
implement our current or any other distance learning strategy, our operating
results and stock price could be adversely affected.
Accordingly, our future results of operations may depend upon, among other
factors:
. the extent to which the market accepts the Internet as a method of
delivery for IT training;
. our ability to develop or acquire Internet e-learning technologies and
Internet enabled courses for delivery to customers; and
. our ability to market and implement e-learning training and education
that compete effectively against the technology-based training offered
by our competitors.
Competition
If our customers decide that they prefer training offered by new or
existing competitors, it could have a material adverse effect on our operating
results and stock price.
The IT education and training market is highly fragmented, with low
barriers to entry. No single competitor holds a dominant market share. We face
intensifying competition from both established entities and new entries in the
market. Our primary competitors include:
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. internal training departments within our current and potential
corporate clients;
. computer hardware and software vendors and their Authorized Training
and Education Center partners;
. independent education and training companies; and
. software systems integrators.
Some of our competitors offer similar course titles and programs at lower
prices. In addition, some competitors have greater financial and other resources
than Learning Tree. Recently, we have faced increased competition from companies
that offer courses using materials prepared by computer hardware and software
vendors. Some of these companies, known as Authorized Training and Education
Centers, have been growing in size and expanding the scope of their operations.
Additionally, hardware and software vendors, as well as software systems
integrators, may combine IT education and training with sales of their products
or other services, which could allow them to offer training at lower prices than
we do.
Although instructor-led classroom training continues to dominate the
worldwide IT education and training market, technology-based IT education and
training formats, such as Internet-based distance learning, seem to be gaining
acceptance. Accordingly, our future results may also depend on the extent to
which the market will continue to accept instructor-led IT training and on our
ability to develop and market instructor-led courses that compete effectively
against technology-based courses offered by our competitors.
Risks Associated with International Operations
If we do not adequately anticipate and respond to the risks inherent in
international operations, it could have a material adverse effect on our
operating results and stock price.
Significant portions of our revenues are generated by courses conducted
outside the United States.
Foreign Currency Fluctuations. Our consolidated financial statements are
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prepared in U.S. dollars, while the operations of our foreign subsidiaries are
conducted in their respective local currencies. Consequently, changes in
exchange rates can unpredictably and adversely affect our consolidated operating
results, and could result in exchange losses. We do not hedge against the risks
associated with fluctuations in exchange rates. Although we may use hedging
techniques in the future, we may not be able to eliminate or reduce the effects
of currency fluctuations. Thus, exchange rate fluctuations could have a material
adverse impact on our operating results and stock price.
Other Risks Associated with International Operations. Additionally, our
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financial results may be adversely affected by other international risks, such
as:
. difficulties in translating our courses into foreign languages;
. international political and economic conditions;
. changes in government regulation in various countries;
. trade barriers;
. difficulty in staffing our foreign offices, and in training and
retaining foreign instructors;
. adverse tax consequences; and
. costs associated with expansion into new territories.
We expect that international revenues will continue to be a significant
portion of our total revenues. If we do not anticipate and respond to the risks
associated with international operations, it could have a material adverse
effect on our operating results and stock price.
Dependence on Key Personnel
If we are unable to recruit and retain qualified personnel, it could have a
material adverse effect on our operating results and stock price.
5
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Our success depends in large part on the continued services of our
executive officers, our senior managers and other key personnel. The loss of
these people, especially without advance notice, could have a material adverse
impact on our results of operations. It is also very important that we attract
and retain highly skilled personnel, including course instructors, to
accommodate growth, new course titles and to replace personnel who leave.
Competition for qualified personnel is intense, especially in information
technology industries, and there are a limited number of people with the
requisite knowledge and experience. Under these conditions, we could be unable
to recruit, train, and retain instructors and employees. If we cannot attract
and retain qualified personnel, it could have a material adverse impact on our
operating results and stock price.
Risks Associated with Intellectual Property
If substantial unauthorized use of Learning Tree's products occurs or if we
must defend against infringement claims, it could have a material adverse effect
on our operating results and stock price.
Our success depends in part on our ability to protect our intellectual
property and confidential information. Our course development process and course
titles are proprietary and we rely primarily on a combination of statutory and
common law copyright, trademark and trade secret laws, customer licensing
agreements, employee and third-party nondisclosure agreements and other methods
to protect those proprietary rights. Our course materials generally do not
include any mechanisms to prohibit or prevent unauthorized use. As a result,
someone could copy or otherwise obtain and use our course materials without
authorization, either for educational use or to develop competing courses. In
addition, we operate in countries that do not provide protection of proprietary
rights to the same extent as the United States. Finally, our intellectual
property rights will not prevent competitors from independently developing
similar course titles or delivery methods. If substantial unauthorized use of
Learning Tree's products were to occur, our business and results of operations
could be materially adversely impacted.
We may also have to defend against claims that our current or future
courses infringe on the proprietary rights of others. If such a claim succeeded,
we might have to change or eliminate courses, and could be required to pay
damages or royalties. In addition, litigation over intellectual property rights,
whether brought by us or by someone else, could be time-consuming and expensive,
even if we were ultimately to succeed. Accordingly, defending and prosecuting
these claims could have a material adverse effect on our operating results and
stock price.
Risks Associated with Laws and Regulations
Laws and regulations can affect Learning Tree's operations and may limit
our ability to operate in certain states.
Providers of educational programs to the public must comply with many laws
and regulations of federal, state and international governments. Generally,
Learning Tree is exempt from that type of regulation because we contract with
the employer of the participants in our courses, and we do not participate in
any federal or state student aid or loan programs. However, state laws and
regulations targeting educational providers could affect Learning Tree's
operations and may limit our ability to obtain authorization to operate in
certain states. If Learning Tree had to comply with, or was found in violation
of, a state's current or future licensing or regulatory requirements, we could
be subject to civil or criminal sanctions, including monetary penalties, we
could also be barred from providing educational services in that state. In
addition, laws and regulatory decisions in many areas other than education could
also adversely affect our operations. Complying with current or future legal
requirements could have a material adverse effect on our operating results and
stock price.
Control by Management
Senior management has significant influence over Learning Tree's policies
and affairs and may be in a position to determine the outcome of corporate
actions.
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Learning Tree's executive officers and directors collectively own
approximately 40% of its outstanding shares of common stock. Dr. Collins,
Learning Tree's Chairman and Chief Executive Officer, beneficially owns
approximately 19% of Learning Tree's outstanding shares of common stock. Mr.
Garen, our President, beneficially owns approximately 16% of Learning Tree's
outstanding shares of common stock. Consequently, senior management, and Dr.
Collins and Mr. Garen in particular, have significant influence over Learning
Tree's policies and affairs and may be in a position to determine the outcome of
corporate actions requiring stockholder approval. These may include, for
example, the election of directors, the adoption of amendments to our corporate
documents and the approval of mergers and sales of our assets.
Risks Associated with Possible Acquisitions and New Business Ventures
If we cannot successfully implement any future acquisitions or new business
ventures, it could have a material adverse effect on our operating results and
stock price.
On occasion we evaluate business opportunities that appear to fit within
our overall business strategy. We could decide to pursue one or more of these
opportunities by acquisition or internal development. Acquisitions and new
business ventures involve many risks, including:
. the difficulty of integrating acquired technologies, operations and
personnel with our existing operations;
. the difficulty of developing and marketing new products and services;
. the diversion of our management's attention as a result of evaluating,
negotiating and integrating acquisitions or new business ventures;
. our exposure to unforeseen liabilities of acquired companies; and
. the loss of key employees of an acquired operation.
In addition, an acquisition or new business venture could adversely impact
cash flows and/or operating results, and dilute shareholder interests, for many
reasons, including:
. charges to our income to reflect the amortization of acquired
intangible assets, including goodwill;
. interest costs and debt service requirements for any debt incurred in
connection with an acquisition or new business venture; and
. any issuance of securities in connection with an acquisition or new
business venture which dilutes or lessens the rights of current
Learning Tree common stockholders.
We have had no significant experience in executing and implementing
acquisitions. Although we have implemented new business ventures, those ventures
have not always been successful, and we may not succeed in the future. The risks
associated with acquisitions and new business ventures could have a material
adverse impact on our operating results and stock price.
Risks Associated with Changing Economic Conditions
General domestic and international economic conditions could have a
material adverse effect on our operating results and stock price.
Domestic and/or International Economic Downturns. A significant part of our
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revenues comes from Fortune 1000-level companies, and their international
equivalents, and government organizations. Historically, these customers have
reduced their expenditures for external IT training during economic downturns.
If the domestic and/or international economy weakens, demand for our services
may not increase as we planned or could even decline. This could have a material
adverse effect on our operating results and stock price.
Industry-Specific Slowdowns. Our customers generally operate in the
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computer, communications, electronics, systems integration, finance, aerospace,
military, manufacturing and energy sectors. If one or more of these industries
experiences a slowdown, it could have a material adverse effect on our operating
results and stock price.
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Anti-Takeover Provisions
Certain provisions of Learning Tree's Restated Certificate of
Incorporation, our Bylaws and Delaware law could adversely impact the interests
of Learning Tree's stockholders.
Certain provisions of Learning Tree's Restated Certificate of
Incorporation, our Bylaws and Delaware law could, together or separately,
discourage, delay or prevent a third party from acquiring Learning Tree, even if
doing so might benefit our stockholders. These provisions may also affect the
price investors would receive for their shares of Learning Tree's common stock.
Some examples of these provisions in Learning Tree's Restated Certificate of
Incorporation and Bylaws are:
. the division of our board of directors into three classes;
. the right of our board of directors to issue preferred stock with
rights and privileges which are senior to the common stock, without
prior stockholder approval;
. certain limitations of the rights of stockholders to call a special
meeting of stockholders; and
. the prohibition of stockholder actions by written consent.
Natural Disasters, External Strikes, and Other External Events
Over the past 26 years, various natural disasters, external labor
disruptions and other adverse external factors have impaired our ability to
conduct our business, resulted in the loss of revenue or otherwise affected our
operating results. When these or other external events occur in the future, they
could have a material adverse effect on our operating results and stock price.
Natural Disasters. Natural disasters can affect our business. For example,
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severe winter weather has at times prevented our course participants from
travelling to our courses. In these situations, we try to transfer the course
participants to later courses, but we may still lose some potential revenue.
Similarly, both weather and floods have also disrupted the printing and
transportation of the catalogs we use in our direct mail campaigns. The
resulting delays in our mailings may reduce or delay the revenue we realize from
courses listed in those catalogs.
External Strikes. We have had to react to postal, transportation and other
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strikes in the countries where we operate. Postal strikes delay or reduce the
delivery of our direct mail marketing materials, which may result in reduced
enrollments in upcoming course events. Transportation strikes can make it
difficult for our course participants or our instructors to reach course
facilities. Although we try to employ strategies to mitigate the impact of
external strikes, these alternative means are rarely completely effective and
generally increase our costs.
Other External Factors. Other factors outside our control can affect our
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operations, including those related to our suppliers and service providers. For
example, disruptions of telephone networks can prevent customers from enrolling
in our courses; disruptions in transportation services can prevent customers
from reaching our facilities, and power outages can prevent us from delivering
courses. Similarly, if commodities (for example, the paper used in the printing
of our catalogs) that we or our customers need become scarce or more expensive,
our operations may be adversely affected.
THE COMPANY
We are a leading worldwide provider of education and training to
information technology ("IT") professionals in business and government
organizations. We develop, market and deliver a broad, proprietary library of
instructor-led course titles focused on client/server systems, intranet/Internet
technologies, computer networks, operating systems, databases, programming
languages, object-oriented technology and IT management. In addition, we provide
custom developed training for larger clients who need to train large numbers of
their IT professionals and end-users, and we test and certify IT professionals
in 33 IT job functions. Our instructor-led courses are recommended for college
credit by the American Council on Education. We also provide our customers with
a skills assessment service through our SkillsTree program.
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We are paid directly by the employers of our course participants and do not
receive funding from any government aid or loan programs. As a result, we do not
depend on government appropriations for those programs and are not subject to
certain governmental regulations.
We have also begun limited test marketing of our first Internet-based e-
learning course and we are currently developing additional e-learning courses.
However, the market for e-learning for IT professionals is currently highly
fragmented with no established industry model for growth and profitability.
Until we develop a profitable e-learning model, we expect to limit our ongoing
investment in e-learning.
We have only one material operating segment, which is the design and
delivery of advanced technology training courses and related services.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares under this
prospectus.
SELLING STOCKHOLDERS
The Selling Stockholders acquired a total of 3,000,000 shares of our common
stock from the Prior Holders (defined on page 1 of this prospectus) on September
22, 2000. The Prior Holders received all of the proceeds of that transaction.
The following table sets forth the number of shares of common stock
beneficially owned by each Selling Stockholder as of October 3, 2000:
<TABLE>
<CAPTION>
Beneficially Owned
Number of Shares Number of Shares Shares as a Percent of
Beneficially Registered for Sale Outstanding Common
Selling Stockholder Owned Stock
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<S> <C> <C> <C>
Bricoleur Partners 63,700 63,700 *
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Bricoleur II, LP 44,300 44,300 *
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JIB Associates, LP 6,400 6,400 *
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Aventine 35,600 35,600 *
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Franklin California Growth Fund 530,000 530,000 2%
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Franklin Small Cap Growth Fund I 1,064,000 1,064,000 5%
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Franklin Small Cap Fund 52,000 52,000 *
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Franklin U.S. Small Cap Growth Fund 9,000 9,000 *
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Manulife Emerging Small Company Trust 45,000 45,000 *
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Winterthur Museum, Inc. 20,000 20,000 *
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DMBA PRM 6,000 6,000 *
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DMBA Retirement 40,000 40,000 *
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Longwood 55,000 55,000 *
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Ensign Peak Advisors, Inc. 107,000 107,000 *
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Boettcher Foundation 11,000 11,000 *
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Life Enrichment Foundation 40,000 40,000 *
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University of Wisconsin Foundation 21,000 21,000 *
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Putnam Equity Fund 2000 1,110 440 *
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Putnam Capital Appreciation Fund 145,460 126,260 *
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Putnam Capital Opportunities Fund 84,800 73,300 *
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Putnam New Century Growth Fund 130,500 55,500 *
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Putnam Voyager Fund II 249,500 94,500 *
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RS Diversified Growth Fund 200,000 200,000 *
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The & Trust 662 662 *
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</TABLE>
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<TABLE>
<CAPTION>
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Beneficially Owned
Number of Shares Number of Shares Shares as a Percent
Beneficailly Registered for Sale of Outstanding
Selling Stockholder Owned Common Stock
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<S> <C> <C> <C>
Chestnut Pacific Limited Partnership 2,385 2,385 *
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Citi Standard Pacific Ltd 3,903 3,903 *
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The Leonard X. Bosack and Bette M. 671 671 *
Kruger Foundation
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Standard Global Equity Partners, L.P. 34,996 34,996 *
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Standard Global Equity Partners, II, LP 1,228 1,228 *
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Standard Pacific Capital Offshore 40,912 40,912 *
Fund Ltd.
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Relay 3 Asset Holding Co. Limited 1,911 1,911 *
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Scorpion Offshore Investment Fund, Ltd 10,981 10,981 *
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Zodiac Offshore Fund, Ltd. 2,351 2,351 *
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UBS O'Connor, LLC 200,000 200,000 *
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</TABLE>
___________________
* Less than 1% of the total outstanding shares of our common stock. Based
upon 22,119,021 shares of our common stock outstanding as of October 4, 2000.
The Selling Stockholders may offer shares under this prospectus from time
to time and may elect to sell none, some or all of the shares set forth next to
their name. As a result, we cannot estimate the number of shares of our common
stock that the Selling Stockholders will beneficially own after termination of
sales under this prospectus. In addition, the Selling Stockholders may have
sold, transferred or otherwise disposed of all or a portion of their shares of
our common stock since the date on which they provided information for this
table. We have made no independent inquiries about this, and we are relying on
written commitments from the Selling Stockholders to notify us of any changes in
their beneficial ownership after the date they originally provided this
information.
PLAN OF DISTRIBUTION
This prospectus is for the public resale of shares of our common stock that
was previously acquired by the Selling Stockholders in a private purchase from
the Prior Holders. The Selling Stockholders may offer shares under this
prospectus from time to time and may elect to sell none, some or all of the
shares set forth opposite their name in the table of Selling Stockholders above.
The Selling Stockholders may sell shares in the NASDAQ Stock Market, in the
over-the-counter market or in private transactions. At the time of sale, they
may sell shares of our common stock at the prevailing price in the NASDAQ Stock
Market or at related or negotiated prices. The Selling Stockholders may sell to
or through one or more broker-dealers, and these broker-dealers may receive
underwriting discounts, concessions or commissions from the Selling
Stockholders. For example, Selling Stockholders may sell shares by one or more
of the following methods:
. block trade in which the broker or dealer attempts to sell the shares
as an agent but may position and resell a portion of the block as a
principal to facilitate the transaction;
. purchases by a broker or dealer as a principal and resales by that
broker or dealer for its account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
. face to face transactions between Selling Stockholders and purchasers
without a broker-dealer.
In making sales, the brokers or dealers retained by the Selling
Stockholders may arrange for other brokers or dealers to participate in the
resales.
The Selling Stockholders may enter into hedging transactions in connection
with their ownership or sale of the shares. Persons with whom they effect such
transactions, including broker-dealers, may engage in short sales of our common
stock in connection with such transactions. The Selling Stockholders may also
engage in short sales and short sales against the box, and in options, swaps,
derivatives and other transactions in our securities, and may sell and deliver
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the shares covered by this prospectus in connection with such transactions or in
settlement of securities loans. In addition, from time to time, a Selling
Stockholder may pledge its shares pursuant to margin agreements with broker-
dealers or other financial institutions. Upon default by a Selling Stockholder,
the broker-dealer or financial institution may offer and sell the pledged shares
pursuant to this prospectus.
To the extent required under the Securities Act, a supplemental prospectus
will be filed disclosing:
. the name of any such broker-dealers;
. the number of shares involved;
. the price at which such shares are to be sold;
. the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable;
. that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, as supplemented, and
. other facts material to the transaction.
We are paying the cost of registering the shares of common stock to which
this prospectus relates as well as various related expenses, and the Prior
Holders have agreed to reimburse us for those costs. The Selling Stockholders
are individually responsible for all selling commissions, transfer taxes and
other costs related to the offer and sale of their shares.
We have agreed to use reasonable efforts to keep the Registration Statement
(of which this prospectus forms a part) effective until the Selling Stockholders
have sold all of their shares or can sell their remaining shares without
compliance with the volume restrictions of Rule 144(e) under the Security Act of
1933.
Each time a Selling Stockholder sells shares using this prospectus, that
stockholder must give us and our transfer agent a Certificate of Subsequent
Sale, in the form attached as Appendix A. If the Certificate is not delivered,
the transfer agent will not transfer the shares sold and will not remove the
Securities Act legend from them.
FORWARD-LOOKING STATEMENTS
Certain information contained in this prospectus, or incorporated into it
by reference, includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and is subject to the safe
harbor created by that Act. These forward-looking statements include our views
and those of our management with respect to future financial results, capital
requirements, market growth, new product introductions and the like, and are
generally identified by phrases such as "anticipates," "believes," "estimates,"
"expects," "intends," "plans" and words of similar meaning. There are several
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements. We have identified some of
those factors in the discussions under "Risk Factors" beginning on page 2 and
elsewhere in this prospectus, and in the documents incorporated by reference
into this prospectus.
AVAILABLE INFORMATION
As a public company, we are required to file reports, proxy statements and
other information with the SEC. This information may be inspected and copied at
the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's regional office at 5757
Wilshire Boulevard, Suite 500, Los Angeles, California 90036. Copies of this
information may also be obtained from the Public Reference Section of the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. This information is also available for inspection at the
offices of the American Stock Exchange at 86 Trinity Place, New York, NY 10006-
1881. The SEC maintains a Web site at http://www.sec.gov. The Web site
------------------
contains information about certain companies, including us, that file
information electronically with the SEC.
We have filed a Registration Statement on Form S-3 under the Securities
Act, with the SEC covering the shares of common stock offered in this
prospectus. This prospectus does not contain all of the information contained in
11
<PAGE>
that Registration Statement or in its exhibits. For more information about us
and our common stock offered in this prospectus, please refer to the
Registration Statement and its exhibits. If this prospectus contains a
description of the provisions of a contract or other document, the description
is merely intended as a summary of the document's relevant terms. Where the
document is filed as an exhibit to the Registration Statement, the investor
should refer to the exhibit for a full statement of its provisions. The
Registration Statement and its exhibits may be inspected at the SEC's public
reference facilities described above. Copies of these documents may be obtained
from the SEC at its principal office in Washington, D.C. upon payment of the
charges prescribed by the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
We have previously filed the following documents with the SEC and they are
incorporated by reference in this prospectus:
(1) our Annual Report on Form 10-K for the fiscal year ended September 30,
1999;
(2) our Quarterly Report on Form 10-Q for the quarters ended December 31,
1999, March 31, 2000, and June 30, 2000; and
(3) the description of our common stock contained in Amendment No. 1 to
our Registration Statement on Form S-1, File No. 33-97842, as filed
with the Commission on November 13, 1995.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and before
the termination of the offering of the common stock under this prospectus are
also incorporated in this prospectus by reference. These documents should be
considered a part of this prospectus from the date they are filed with the SEC.
Any statement contained in this prospectus, whether directly or by incorporation
by reference, may be modified or superseded by the information contained in any
of these documents.
Upon request, we will provide a copy of all of the information that has
been incorporated by reference in this prospectus, other than exhibits, to each
person, including any beneficial owner, to whom a prospectus is delivered, at no
charge. Requests should be directed to the Corporate Secretary of Learning Tree
International, Inc., by mail at 6053 West Century Blvd., P.O. Box 45028, Los
Angeles, California 90045-0028 or by telephone at (310) 417-9700.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us
by the law firm of Guth Christopher LLP, Los Angeles, California.
EXPERTS
The audited consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement to the extent and
for the periods indicated in their report, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and have been so incorporated in reliance upon the authority of said
firm as experts in giving said report.
Theodore E. Guth, a partner of the law firm of Guth Christopher LLP, is a
director of Learning Tree and has an option to purchase 7,500 shares of Common
Stock. In addition, Mr. Guth is a trustee of certain trusts over which he
disclaims beneficial ownership. The names of the trusts and the number of shares
held by each are set forth below.
Name of Trust Number of
Shares
The Nancy Garen 1999 Annuity Trust 141,172
The Nancy Garen 1999 Annuity Trust 2 263,704
The Eric R. Garen 1999 Annuity Trust 141,172
The Eric R. Garen 1999 Annuity Trust 2 263,704
The Garen Dynasty Trust 163,000
The Garen Children's Trust 546,672
---------
Total 1,519,424
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APPENDIX A
LEARNING TREE INTERNATIONAL, INC.
CERTIFICATE OF SUBSEQUENT SALE
Computershare Trust Company, Inc.
Legal Transfer Branch
12039 West Alameda Parkway, Suite Z-2
Lakewood, Colorado 80228
RE: Sale of Shares of Common Stock of Learning Tree International, Inc.
(the "Company") pursuant to the Company's Prospectus dated
_______________, 2000 (the "Prospectus")
Dear Sir/Madam:
The undersigned hereby certifies, in connection with the sale of shares of
Common Stock of the Company included in the table of Selling Stockholders in the
Prospectus, that the undersigned has sold the Shares pursuant to the Prospectus
and in a manner described under the caption "Plan of Distribution" in the
Prospectus and that such sale complies with all applicable securities laws,
including, without limitation, the Prospectus delivery requirements of the
Securities Act of 1933, as amended.
Selling Stockholder (the beneficial owner):______
Record Holder (e.g., if held in name of nominee):______
Restricted Stock Certificate No.(s):______
Number of Shares Sold:______
Date of Sale:______
In the event that you receive a stock certificate(s) representing more shares of
Common Stock than have been sold by the undersigned, then you should return to
the undersigned a newly issued certificate for such excess shares in the name of
the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a
stop transfer on your records with regard to such certificate.
Dated:_____________ Very truly yours,
By:______
Print Name:______
Title:______
cc: Investor Relations
Learning Tree International, Inc.
6053 West Century Boulevard
Los Angeles, CA 90045-0028
13
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================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with the offer made by this prospectus. If given or
made, such information or representations must not be relied upon as having been
authorized by the company, the Selling Stockholders named in this prospectus or
any underwriter. Neither the delivery of this prospectus nor any sale made
hereunder shall under any circumstance create any implication that there has
been no change in our affairs since the date of this prospectus. This prospectus
does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such solicitation.
_____________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors 2
The Company 8
Use of Proceeds 9
Selling Stockholders 9
Plan of Distribution 10
Forward-Looking Statements 11
Available Information 11
Documents Incorporated
by Reference 12
Legal Matters 12
Experts 12
Sample Certificate of Subsequent
Sale
Appendix A
</TABLE>
Up to 3,000,000 Shares
LEARNING TREE
INTERNATIONAL,
INC.
COMMON STOCK
------------
PROSPECTUS
----------
October 23, 2000
================================================================================
