<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-47565
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CALIBER LEARNING NETWORK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 8200 52-2001020
(STATE OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
3600 CLIPPER MILL ROAD
SUITE 300
BALTIMORE, MARYLAND 21211
(410) 843-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHRIS L. NGUYEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CALIBER LEARNING NETWORK, INC.
3600 CLIPPER MILL ROAD
SUITE 300
BALTIMORE, MARYLAND 21211
410-843-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS,
INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:
RICHARD C. TILGHMAN, JR. WALTER G. LOHR, JR.
PIPER & MARBURY L.L.P. HOGAN & HARTSON, L.L.P.
36 SOUTH CHARLES STREET 111 SOUTH CALVERT STREET
BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21202
410-539-2530 410-659-2700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock $.01 par
value................. 6,210,000 $14.00 $86,940,000 $25,647
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</TABLE>
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(1) Includes amount to be sold pursuant to an over-allotment option to be
granted to the Underwriters.
(2) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with this
Registration Statement. The Company will pay all expenses of the offering. All
of such expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission, NASD and Nasdaq.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee......................... $25,647
NASD Filing Fee....................................................... 9,194
Nasdaq Listing Fee.................................................... 95,000
Printing Fees and Expenses............................................ 100,000
Legal Fees and Expenses............................................... 250,000
Accounting Fees and Expenses.......................................... 200,000
Miscellaneous......................................................... 20,159
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Total............................................................. $700,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the Company shall have any
liability to the Company or its stockholders for monetary damages. The
Maryland General Corporation Law provides that a corporation's charter may
include a provision which restricts or limits the liability of its directors
or officers to the corporation or its stockholders for money damages except:
(1) to the extent that it is provided that the person actually received an
improper benefit or profit in money, property or services, for the amount of
the benefit or profit in money, property or services actually received, or (2)
to the extent that a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the proceeding that
the person's action, or failure to act, was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding. The Company's Charter and By-Laws provide that the Company
[shall] indemnify and advance expenses to its currently acting and its former
directors to the fullest extent permitted by the Maryland General Corporation
Law and that the Company shall indemnify and advance expenses to its officers
to the same extent as its directors and to such further extent as is
consistent with law.
The Charter and By-Laws provides that the Company will indemnify its
directors and officers and may indemnify employees or agents of the Company to
the fullest extent permitted by law against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Company. In addition, the Company's Charter provides that its
directors and officers will not be liable to stockholders for money damages,
except in limited instances. However, nothing in the Charter or By-Laws of the
Company protects or indemnifies a director, officer, employee or agent against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. To the extent that a director has been
successful in defense of any proceeding, the Maryland General Corporation Law
provides that he shall be indemnified against reasonable expenses incurred in
connection therewith.
The form of underwriting agreement, filed as Exhibit 1.1 hereto, contains
provisions by which the Underwriters agree to indemnify the Registrant and
each officer, director and controlling person of the Registrant against
certain liabilities.
II-1
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During 1997 and 1998, the Company granted options to purchase a total of
1,156,349 shares of Common Stock in four tranches. The first tranche consisted
of 974,310 options issued at an exercise price of $1.02. The second tranche
consisted of 95,737 options issued at an exercise price of $1.63. The third
tranche consisted of 74,012 options issued at an exercise price of $2.44. The
fourth tranche consisted of 89,484 options issued at an exercise price of
$8.00. The Company believes that these stock option grants were exempt from
registration under the Securities Act by virtue of the exemption provided by
Section 4(2) thereof for transactions not involving a public offering, since
these options were granted to a limited number of executive officers of the
Company who, in each case, has access to financial and other relevant data
concerning the Company, its financial condition, business and assets. In
addition, the Company believes that these stock option grants were exempt from
registration under the Securities Act by virtue of the exemption provided by
Rule 701 under said Act.
On November 11, 1996, the Company issued (i) 2,442,513 shares of 8% Series A
Convertible Preferred Stock and a warrant exercisable for the number of shares
of Class A Common Stock that will equal 7% of the total number of shares to be
outstanding after exercise for $10.0 million in cash and the MCI Lease and
Guarantee Commitment; (ii) Sylvan Learning Systems, Inc. 1,227,393 shares of
Series B Junior Preferred Stock for $1.3 million in cash; (iii) Douglas L.
Becker 1,718,351 shares of Class A Common Stock for $350,000 in cash; (iv) R.
Christopher Hoehn-Saric 1,718,351 shares of Class A Common Stock for $350,000
in cash; and (v) John P. Hill 5,167,328 shares of Class B Common Stock for $1
million in cash. During 1996 and 1997, the Company issued shares of Class A
Common Stock to certain officers of the Company in consideration for cash and
past services rendered. Each of these issuances was exempt from registration
pursuant to Section 4(2) of the Securities Act. Each of these issuances was
exempt from registration pursuant to Section 4(2) of the Securities Act.
On April 30, 1997, the Company issued Chris L. Nguyen 49,155 shares of Class
A Common Stock for $50,062.50 in cash.
On April 30, 1997, the Company issued B. Lee McGee 98,314 shares of Class A
Common Stock for $100,125 in cash.
On April 30, 1997, the Company issued David Dobkin 49,157 shares of Class A
Common Stock in connection with services rendered and 24,578 shares of Class A
Common Stock for $25,031.25 in cash.
On July 24, 1997, the Company issued Bryan Polivka 49,157 shares of Class A
Common Stock in connection with services rendered.
On April 30, 1997, the Company issued J.M. Schapiro 49,157 shares of Class A
Common Stock for $50,062.50 in cash.
On June 19, 1997, the Company issued Brady Locher 49,157 shares of Class A
Common Stock in connection with services rendered and 24,609 shares of Class A
Common Stock for $25,062.50 in cash.
On March 16, 1998, the Company issued Rick Frier 18,750 shares of Class A
Common Stock for $150,000.00 in cash.
ITEM 16. EXHIBITS.
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(A) EXHIBIT NO. DESCRIPTION
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1.01* Form of Underwriting Agreement
3.01* Articles of Amendment and Restatement of the
Charter, to be effective upon completion of the
offering
3.02* Bylaws
4.01* Specimen Common Stock Certificate
5.01* Opinion of Piper & Marbury L.L.P.
10.01(a)* 1997 Stock Option Plan
10.01(b)* 1998 Stock Incentive Plan
</TABLE>
II-2
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<TABLE>
<CAPTION>
(A) EXHIBIT NO. DESCRIPTION
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<S> <C>
10.02* Registration Rights Agreement, dated as of November 22,
1996, among Caliber Learning Network, Inc., Sylvan
Learning Systems, Inc., MCI Telecommunications
Corporation, Douglas L. Becker and R. Christopher Hoehn-
Saric
10.03* Warrant issued to MCI Communications Corporation, dated
as of November 22, 1996 and, as amended.
10.04+* Agreement between Caliber Learning Network, Inc. and The
Johns Hopkins University, dated as of January 29, 1998
10.05+* Agreement between Caliber Learning Network, Inc. and MCI
Systemhouse Corp. dated March 2, 1998
10.06+* Agreement between Caliber Learning Network, Inc. and
Macmillan Computer Publishing USA, dated February 2,
1998
10.07+* Agreement between Caliber Learning Network, Inc. and
Compaq Computer Corporation, dated December 22, 1997
10.08* Letter Agreement and Line of Credit Promissory Note,
dated as of December 1, 1996, between Caliber Learning
Network, Inc. and Sylvan Learning Systems, Inc.
10.09+* Agreement between Caliber Learning Network, Inc. and MCI
Systemhouse Corp., dated July 1, 1997
10.10* Management Agreement between Caliber Learning Network,
Inc. and Sylvan Learning Systems, Inc., dated as of
January 1, 1998
10.11+* Testing Center Management and CBT Services Agreement, as
amended, dated May 1, 1997
10.12* Form of Lock-Up Letter
10.13+ Agreement between Caliber Learning Network, Inc. and the
Trustees of the University of Pennsylvania acting
through the Arresty Institute of Executive Education at
the Wharton School, dated March 26, 1998
23.01 Consent of Ernst & Young LLP
23.02 Consent of Piper & Marbury L.L.P. (included in Exhibit
5.01)
24.01 Power of Attorney of Directors and Executive Officers
(included on signature pages hereto)
27.01* Financial Data Schedule
</TABLE>
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* Previously filed.
+ Filed under confidential treatment request.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in this Registration Statement
or otherwise, the Registrant has been advised that in the opinion of the
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
persons 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 Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN BALTIMORE, MARYLAND
ON THIS 1ST DAY OF MAY, 1998.
CALIBER LEARNING NETWORK, INC.
*
By: _________________________________
CHRIS L. NGUYEN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Chris L. Nguyen and Matthew C. Brenneman (with
full power to each of them to act alone) as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement,
including amendments made pursuant to Rule 462 under the Securities Act of
1933, as amended, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, to sign any and all applications, registration statements, notices
or other document necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with all other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents or any of them, or their or
his substitute or substitutes, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Chairman of the
- ------------------------------------- Board of Directors May 1, 1998
R. CHRISTOPHER HOEHN-SARIC
* Vice Chairman of the
- ------------------------------------- Board of Directors May 1, 1998
DOUGLAS L. BECKER
President and Chief
* Executive Officer May 1, 1998
- ------------------------------------- (Principal
CHRIS L. NGUYEN Executive Officer)
II-5
<PAGE>
SIGNATURE TITLE DATE
Chief Financial
* Officer (Principal May 1, 1998
- ------------------------------------- Financial and
RICK P. FRIER Accounting Officer)
* Director
- ------------------------------------- May 1, 1998
SUSAN MAYER
* Director
- ------------------------------------- May 1, 1998
JOHN P. HILL
* Director
- ------------------------------------- May 1, 1998
JANEEN M. ARMSTRONG
* Signed by Attorney-in-Fact
/s/ Matthew C. Brenneman
- -------------------------------------
MATTHEW C. BRENNEMAN
II-6
<PAGE>
EXHIBIT INDEX
(a)
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO DESCRIPTION PAGE
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<S> <C> <C>
1.01* Form of Underwriting Agreement
3.01* Articles of Amendment and Restatement of the
Charter, to be effective upon completion of the
Offering
3.02* Bylaws
4.01* Specimen Common Stock Certificate
5.01* Opinion of Piper & Marbury L.L.P.
10.01(a)* 1997 Stock Option Plan
10.01(b)* 1998 Stock Incentive Plan
10.02* Registration Rights Agreement dated as of November
22, 1996 among Caliber Learning Network, Inc.,
Sylvan Learning Systems, Inc., MCI Communications
Corporation, Douglas L. Becker and R. Christopher
Hoehn-Saric
10.03* Warrant issued to MCI Communications Corporation,
dated as of November 22, 1996
10.04+* Agreement between Caliber Learning Network, Inc. and
The Johns Hopkins University, dated as of January
29, 1998
10.05+* Agreement between Caliber Learning Network and MCI
Systemhouse Corp. dated March 2, 1998
10.06+* Agreement between Caliber Learning Network, Inc. and
Macmillan Computer Publishing USA, dated February
2, 1998
10.07+* Agreement between Caliber Learning Network, Inc. and
Compaq Computer Corporation, dated December 22,
1997
10.08* Letter Agreement and Line of Credit Promissory Note
dated as of December 1, 1996 between Caliber
Learning Network, Inc. and Sylvan Learning Systems,
Inc.
10.09+* Agreement between Caliber Learning Network, Inc. and
MCI Systemhouse Corp., dated July 1, 1997
10.10* Management Agreement between Caliber Learning
Network, Inc. and Sylvan Learning Systems, Inc.
dated January 1, 1998
10.11+* Testing Center Management and CBT Services
Agreement, as amended, dated May 1, 1997
10.12* Form of Lock-Up Letter
10.13+* Agreement between Caliber Learning Network, Inc. and
the Trustees of The University of Pennsylvania
acting through the Arresty Institute of Executive
Education at the Wharton School, dated March 26,
1998
23.01 Consent of Ernst & Young LLP
Consent of Piper & Marbury L.L.P. (included in
23.02 Exhibit 5.01)
24.01 Power of Attorney of Directors and Executive
Officers (included on signature pages hereto)
27.01* Financial Data Schedule
</TABLE>
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*Previously filed.
+Filed under confidential treatment request.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated March 5, 1998 (except
Note 16, as to which the date is April 10, 1998), in Amendment No. 4 to the
Registration Statement (Form S-1 No. 333-47565) and related Prospectus of
Caliber Learning Network, Inc. for the Registration of 5,400,000 shares of its
common stock.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
April 30, 1998
