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As filed with the Securities and Exchange Commission on May 5, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration Statement on Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALIBER LEARNING NETWORK, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-2001020
(State of Incorporation) (I.R.S. Employer 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 office)
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)
Copies 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: [X] 333-47565
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum
Shares Aggregate Amount of
to be Registered Offering Price Registration Fee (1)
- --------------------------------------------------------------------------------
Common Stock, $.01 par value........ $4,200,000 $1,272.72
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(1) Calculated in accordance with the provisions of Rule 457(q) of the
Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional
300,000 shares of Common Stock of Caliber Learning Network, Inc., and includes
the registration statement facing page, this page, the signature page, an
exhibit index, an accountants' consent and an Exhibit 5 legal opinion. Pursuant
to Rule 462(b), the contents of the registration statement on Form S-1 (File
No. 333-47565) of Caliber Learning Network, Inc., including the exhibits
thereto, are incorporated by reference into this registration statement.
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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 5th day of May, 1998.
CALIBER LEARNING NETWORK, INC.
By /s/ Chris L. Nguyen
-----------------------------------
Chris L. Nguyen, President
and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- -------------------------------------- (Principal Executive Officer) May 5, 1998
R. Christopher Hoehn-Saric
*
- -------------------------------------- Vice Chairman of the Board of
Douglas L. Becker Directors May 5, 1998
*
- -------------------------------------- President and Chief Executive
Chris L. Nguyen Officer (Principal Executive Officer) May 5, 1998
*
- -------------------------------------- Chief Financial Officer (Principal
Rick P. Frier Financial and Accounting Officer) May 5, 1998
*
- -------------------------------------- Director May 5, 1998
Susan Mayer
*
- -------------------------------------- Director May 5, 1998
John P. Hill
*
- -------------------------------------- Director May 5, 1998
Janeen M. Armstrong
**By: /s/ Mathew C. Brenneman
------------------------------
Mathew C. Brenneman
Attorney-In-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.01 Opinion of Piper & Marbury L.L.P.
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*
- --------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (No. 333-47565) filed on March 10, 1998.
<PAGE>
Exhibit 5.01
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
Baltimore, Maryland 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
May 5, 1998
Caliber Learning Network, Inc.
3600 Clipper Mill Road
Suite 300
Baltimore, Maryland 21211
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Caliber Learning Network, Inc., a Maryland
corporation (the "Company"), in connection with the Company's Registration with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to up
to 300,000 shares of the Company's Common Stock, par value $.01 per share, all
of which will be newly issued by the Company (the "Shares").
In this capacity, we have examined the Company's Charter and By-Laws, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Shares and such other documents, instruments and matters of law as we have
deemed necessary to the rendering of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise you that each
of the Shares described in the Registration Statement has been duly authorized
and, upon sale of such Shares as contemplated by the Registration Statement,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Exhibit 23.01
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
Caliber Learning Network, Inc. on Form S-1 of our report dated March 5, 1998
(except Note 16, as to which the date is April 10, 1998, appearing in the
Registration Statement (Form S-1 No. 333-47565) of Caliber Learning Network,
Inc. filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933.
/s/ Ernst & Young LLP
Baltimore, Maryland
May 5, 1998
