<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
Nobel Education Dynamics, Inc.
(Exact name of issuer as specified in its charter)
Delaware 22-2465204
(State or other jurisdiction of (IRS Employee Identification Number)
incorporation or organization)
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(610) 891-8200
(Address, including zip code, and telephone number, including area code, of
issuer's principal executive offices)
_____________________
Mr. A. J. Clegg
Nobel Education Dynamics, Inc.
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(610) 891-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________
copies of all communications to:
Barry S. Swirsky, Esq. Robert Strouse, Esq.
Nobel Education Dynamics, Inc. Drinker Biddle & Reath
Rose Tree Corporate Center II Suite 300
1400 North Providence Road, Suite 3055 1000 Westlakes Drive
Media, PA 19063 Berwyn, PA 19312-2409
(610) 891-8200 (610) 993-2200
_____________________
Approximate date of commencement of proposed sale to the public: At such time
or times after the effective date of this Registration Statement as the Selling
Stockholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
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 only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share* price*
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock par value $.001 600,000 shares $16.375 $9,825,000.00 $3,387.93
=======================================================================================================================
</TABLE>
* Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of
registration fee, based upon the average of the high and low prices reported
on May 13, 1995, as reported on The Nasdaq SmallCap Market.
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.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the laws of any such state.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 15, 1996
PRELIMINARY PROSPECTUS
Nobel Education Dynamics, Inc.
600,000 Shares of Common Stock
____________________
This Prospectus relates to up to 600,000 shares ("Shares") of common
stock, par value $.001 per share ("Common Stock") of Nobel Education Dynamics,
Inc., a Delaware corporation (the "Company"), which may be offered from time to
time by the selling stockholders named herein (the "Selling Stockholders").
The Shares may be offered by the Selling Stockholders from time to time in
transactions for their own account through the Nasdaq Stock Market, in the over-
the-counter market, in negotiated transactions, or a combination of such methods
of sale, at fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling Shares to or through brokers and dealers, and such brokers and dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders or the purchasers of Shares for whom such brokers
or dealers may act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). Each Selling Stockholder may also transfer Shares owned by gift
and upon any such transfer the donee would have the same rights of sale as such
Selling Stockholder under this Prospectus. The Selling Stockholders and any
brokers and dealers through whom sales of the Shares are made may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended,
and the commissions or discounts and other compensation paid to such persons,
and any profit on the resale of Shares as principal, may be regarded as
underwriters' compensation.
The Shares are traded on The Nasdaq SmallCap Market. The average of the
high and low prices of the Shares as reported on The Nasdaq SmallCap Market on
, 1996 was $ per share.
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
substantially all expenses (other than underwriting discounts and commissions or
brokerage commissions and a portion of the expenses relating to the
qualification of the Shares under state securities laws) incurred in connection
with registrations, filings or qualifications of the Shares being offered by the
Selling Stockholders.
Certain other stockholders of the Company who beneficially own an aggregate
of 408,692 shares of Common Stock may offer from time to time shares of Common
Stock pursuant to a separate prospectus, which is part of a registration
statement filed by the Company simultaneously with the registration statement of
which this Prospectus in a part.
____________________
See "Risk Factors" for a discussion of certain matters to be considered
by potential investors.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS OFFERING HAS BEEN QUALIFIED UNDER THE SECURITIES LAWS OF A LIMITED NUMBER
OF STATES, AND THE SHARES OFFERED HEREBY MAY BE SOLD ONLY IN THOSE STATES. SUCH
QUALIFICATIONS, HOWEVER, DO NOT CONSTITUTE AN ENDORSEMENT OR APPROVAL BY ANY
PARTICULAR STATE SECURITIES COMMISSION OF ANY SECURITIES OFFERED OR THE TERMS OF
THIS OFFERING. NO STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR
COMPLETENESS OF THIS PROSPECTUS.
The Date of this Prospectus is , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and files reports and other
information with the Securities and Exchange Commission (the "Commission") in
accordance therewith. Such reports, proxy statements, and other information
filed by the Company are available for inspection and copying at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices located at Room 1028, Jacob K. Javits Federal Building, 26 Federal
Plaza, New York, New York 10278 and Room 3190, Kluczynski Federal Building, 230
South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth St., N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Current Report on Form 8-K filed on February 16, 1996
(reporting certain acquisition transactions of the Registrant) as
amended by Form 8-K(A) on April 16, 1996.
3. The Company's Current Report on Form 8-K/A filed on September 11, 1995
(reporting an acquisition transaction of the Registrant), as amended by
Forms 8-K(A) on November 15, 1995 and May 15, 1996.
4. The Company's Quarterly Reports on Form 10-Q for the fiscal quarter
ended March 31, 1995.
5. The Company's Report on Form 10-C filed on March 15, 1996.
6. The Form 8-A of the Company filed on August 30, 1988 (registering the
Registrant's Common Stock and containing a description thereof).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares offered hereby shall be deemed to
be incorporated herein by reference.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Nobel
Education Dynamics, Inc., Rose Tree Corporate Center II, 1400 North Providence
Road, Media, PA 19063, telephone number (610) 891-8200, Attention: Yvonne
DeAngelo, Vice President - Finance and Administration.
This Prospectus constitutes a part of a Registration Statement which the
Company has filed with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Shares. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and related Exhibits
thereto for further information with respect to the Company and the securities
offered hereby. Such additional information can be obtained from the
Commission's office in Washington, D.C. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
2
<PAGE>
RISK FACTORS
Prospective purchases of the Shares offered hereby should carefully
consider among other matters discussed herein the following:
1. Dependence on Management. The continued growth of the Company is
dependent on skilled management in the key positions. The loss of A.J. Clegg,
the Company's Chairman and Chief Executive Officer could have a material adverse
effect on the Company. The continued service of Mr. Clegg in his present
position is a condition to the Company's loan agreement with First Valley Bank.
2. The Chesterbrook Academy Concept. The Company has converted six existing
Rocking Horse centers to the Chesterbrook Academy name and curriculum-based
format and opened three new schools under the Chesterbrook Academy name and
format. Management is continuously monitoring the performance of these schools.
Although initial enrollment results have been positive, it is too early to
determine the degree of market acceptance of the Chesterbrook Academy concept.
The Company's success is substantially dependent on prompt market acceptance of
the Chesterbrook Academy concept.
3. School Level Staffing and Compensation. The success of the Company is
dependent on its ability to attract and maintain quality staff at its schools at
reasonable compensation levels. Compensation costs historically have exceeded
40% of the Company's revenues and the profitability of the Company depends upon
its ability to successfully manage such costs. There are substantial market
pressures on such costs, particularly at the lower end of the pay scales. Any
significant increase in the minimum wage could materially impact compensation
costs if it created upward pressure at the wage levels paid by the Company. The
Company is currently reviewing benefits packages, granting stock options to
school principals, and providing training and opportunity for career advancement
to its employees, all in an effort to obtain and retain quality staffing.
4. Growth Through Acquisition. A substantial portion of the Company's
recent growth has been through acquisitions. The Company's success is dependent
upon its ability to integrate effectively and rapidly its recently-acquired
facilities into its system of preschools, primary schools and middle schools,
and to impose its quality and financial controls on these facilities.
5. Claims and Insurance Coverage. The Company currently operates 108
facilities with over 13,000 enrolled pupils. It is thus subject to claims for
accidents which occur on the premises. In addition, there are claims which can
arise against the Company which are inherent in education and child care, such
as claims of child abuse. The Company believes that its present general
liability insurance coverage is adequate, and it recently obtained substantial
coverage for any claim which might be made for child abuse. However, there is no
assurance that such insurance coverage will continue to be available and at
economic rates. In addition to monetary costs, a single claim of sexual abuse of
a pupil -- whether or not having foundation -- could have a materially adverse
effect on the reputation, revenues and profitability of the Company.
6. Future Issuances and Sales of the Company's Common Stock. The Company
has 5,697,390 shares of its Common Stock issued and outstanding on the date
hereof. In addition, 377,144 shares of Common Stock are issuable upon conversion
of the Company's Series A Preferred Stock, 625,000 shares of Common Stock are
issuable upon conversion of the Company's Series C Preferred Stock, 265,958
shares of Common Stock are issuable upon the conversion of the Company's Series
D Preferred Stock, and an aggregate of approximately 709,000 shares of Common
Stock are issuable upon the exercise of warrants, and approximately 200,000
shares of Common Stock are issuable upon the exercise of currently exercisable
stock options. Virtually all of the aforesaid obligations to issue shares have
antidilution protection provisions which could result in more shares being
issued without additional consideration. The conversion prices on the shares of
Common Stock issuable upon the conversion of Preferred Stock and the exercise
prices of the warrants and options are all below, and most are substantially
below, the current market price of the Company's Common Stock.
3
<PAGE>
In addition to the shares of Common Stock offered by the Selling
Stockholder, the Company is also obligated to attempt to register for public
sale an aggregate of approximately 3,000,000 shares of Common Stock previously
issued in prior acquisition and/or financing transactions (including shares
issuable upon conversion of Preferred Stock and exercise of warrants) and may
become obligated to attempt to register additional shares in the future. The
existence of these shares as eligible for public resale, as well as actual sales
thereof, could have an adverse effect on the prevailing market price for the
Company's Common Stock.
7. Intangible Assets. At March 31, 1996, the Company's balance sheet
reflected $22,107,996 in intangible assets arising from the excess of
acquisition consideration paid by the Company in various transactions over the
fair market value of the net tangible assets acquired. At March 31, 1996, this
account constituted 37% of the carrying value of all of the assets of the
Company and, on that date, exceeded the consolidated equity accounts of the
Company. The Company currently amortizes these amounts over forty years. In the
event the performance of acquired assets were to deteriorate, the Company might
have to accelerate the amortization of, or fully expense, the intangibles
associated with such assets. Thus, any such deterioration could have a adverse
impact on the Company's reported earnings beyond that represented directly by
deterioration in performance.
8. Leverage. After consummation of the Offering, the Company's consolidated
equity accounts will exceed the Company's consolidated long-term indebtedness
(including the current portion thereof). Nonetheless, the Company's consolidated
indebtedness on the date of this Memorandum is approximately $24,000,000. The
degree to which the Company is leveraged could have important consequences to
holders of the Shares, including the following: (i) the Company's ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may be
impaired; (ii) the Company must allocate a portion of its cash flow from
operations to the payment of principal and interest on its indebtedness, thereby
reducing the funds available to the Company for its operations; (iii) certain of
the Company's borrowings will be at variable rates of interest, which will cause
the Company to be vulnerable to increases in interest rates; and (iv) the terms
of such indebtedness include numerous financial and other restrictive covenants,
the failure to comply with which may result in an event of default which, if not
cured or waived, could cause such indebtedness (and, by reason of cross-default
or cross-acceleration provisions, certain other indebtedness) to be declared
immediately due and payable.
9. Government Regulation. The Company's business is subject to a variety of
state and local regulations and licensing requirements. Failure to comply with
applicable regulations and licensing requirements could have a material adverse
effect on the Company. Additional regulation or changes in existing regulation
might impose additional compliance costs on the Company, the precise impact of
which cannot be predicted.
4
<PAGE>
THE COMPANY
Nobel Education Dynamics, Inc.'s business mission is to be the leader in
the United States in providing affordable private education from preschool
through eighth grade for the children of middle-income working families. The
Company's operations include preschools, child care centers, elementary schools
and middle schools (through eighth grade) throughout the United States. To
attain its objectives, Nobel intends to build on its experience and expertise
both in education and child care. As an "education company", the Company's
strategy is to offer practical solutions to a segment of the education problem
in the United States.
In California, Nobel operates Merryhill Country Schools. Merryhill is a
fully accredited private school system which consists of 31 preschools,
elementary schools and middle schools. In July 1995, Merryhill received full
seven-year accreditation of all its preschool and schools from the National
Independent Private Schools Association (NIPSA).
In the Eastern and Midwestern United States, the Company operates 19
curriculum-based preschools and elementary schools, both under the name
"Chesterbrook Academy" and through its Educo, Inc. subsidiary (acquired in
August 1995). The Company also operates fifty-six child care centers, most, if
not all, of which it intends to convert to curriculum-based preschools/schools
by the end of 1997. Eastern and Midwestern locations include Pennsylvania, New
Jersey, Virginia, Maryland, North Carolina, South Carolina, Illinois, Indiana,
Delaware and Maine
Conversions to preschools/schools will include the adoption of the highly
regarded and accredited education curriculums of Nobel's other schools, with an
upgrading of the educationally oriented teaching materials and technology,
including computer labs. Immediately following conversion, a Chesterbrook
Academy school will offer grade levels through kindergarten or first grade. One
or more grades are then planned to be added in subsequent years, space
permitting, through eighth grade.
In September 1995, the Company opened the first Chesterbrook Academy
schools, including three new schools and six conversions.
Management is currently pursuing a three-pronged strategy to take advantage
of the significant growth opportunities in the private education market. First,
the Company is strengthening its existing campuses by applying the strengths of
the curriculum-based programs of its school systems to its child care centers
through conversions to the Chesterbrook Academy format. Second, the Company is
pursuing expansion in both existing and new markets by opening or acquiring
additional preschools and schools. Finally, the Company is geographically
clustering its preschools to (i) increase market awareness, (ii) provide a lower
risk method for expansion into elementary and middle schools by providing a
feeder population and (iii) gain operating effectiveness in both management and
costs.
Nobel targets its schools and preschools to meet the needs of middle-income
working parents. Most of Nobel's schools, preschools and child care centers are
open from 6:30 a.m. to 6:00 p.m., allowing early drop-off and late pick-up. In
most locations, programs are available for children starting at six weeks of
age. For basically the same price as standard child care, parents can leave
children of various ages at one Nobel school knowing they will receive a quality
education during the greater part of the day and be engaged in well-supervised
activities the remainder.
To complement its educational and child care programs, the Company also
operates (i) before and after school programs and (ii) summer camps (both sports
and educational) at its various school facilities. Nobel also seeks to add other
services and products which will add ancillary income and improve overall
operating margins.
The Company has its principal place of business at Rose Tree Corporate
Center II, 1400 North Providence Road, Media, Pennsylvania, telephone number
(610) 891-8200.
5
<PAGE>
SELLING STOCKHOLDERS
All of the shares offered hereby are beneficially owned by the Selling
Stockholders listed below. Such shares are issuable upon conversion of shares of
the Company's Series D Preferred Stock or upon exercise of outstanding warrants
or options, as described in footnote (1) to the table below.
Certain other stockholders of the Company who beneficially own an aggregate
of 408,692 shares of Common Stock may offer from time to time shares of Common
Stock pursuant to a separate prospectus, which is part of a registration
statement filed by the Company simultaneously with the registration statement of
which this Prospectus in a part.
<TABLE>
<CAPTION>
Shares Owned
Shares of Common Stock After Offering
Name of Selling Beneficially Owned by Selling Shares Assuming All
Stockholder (1) Stockholder Prior to Offering Offered Hereby Shares are Sold
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allied Capital Corporation (1) 575,000 (1) 575,000 0
Allied Capital Corporation II (1) 575,000 (1) 575,000 0
Wall Street Consultants, Inc. 25,000 (2) 25,000 0
Total 1,175,000 1,175,000 0
</TABLE>
(1) Shares reflected as beneficially owned by Allied Capital Corporation and
Allied Capital Corporation II include shares beneficially owned by Allied
Capital Corporation, Allied Capital Corporation II, Allied Investment
Corporation and Allied Investment Corporation II. Such shares are
beneficially owned by virtue of the right to acquire such shares upon
conversion of shares of the Company's Series D Preferred Stock and exercise
of outstanding warrants, as described in more detail below:
<TABLE>
<CAPTION>
Issuable upon conversion Issuable upon exercise
Holder of Series D Preferred Stock of Warrants or Options
------ --------------------------- ----------------------
<S> <C> <C>
Allied Capital Corporation 19,946 23,178
Allied Capital Corporation II 123,005 142,933
Allied Investment Corporation 79,787 92,713
Allied Investment Corporation II 43,218 50,220
</TABLE>
Allied Investment Corporation is a wholly-owned subsidiary of Allied Capital
Corporation, and Allied Investment Corporation II is a wholly-owned
subsidiary of Allied Capital Corporation II.
The 575,000 shares of Common Stock beneficially owned by Allied Capital
Corporation and Allied Capital Corporation II, if issued and outstanding as
of the date of this Prospectus, would represent 9.17% of the total
outstanding Common Stock (without giving effect to the conversion or
exercise of any outstanding shares of the Company's convertible preferred
stock or warrants or options to purchase shares of Common Stock held by
other persons).
(2) Represents shares issuable upon exercise of a Stock Option Agreement with
the Company.
6
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time in
transactions for their own account through the Nasdaq Stock Market, in the
over-the-counter market, in negotiated transactions, or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Shares to or through brokers and dealers, and such
brokers and dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
Shares for whom such brokers or dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). Each Selling Stockholder may also transfer
Shares owned by gift and upon any such transfer the donee would have the same
rights of sale as such Selling Stockholder under this Prospectus. The Selling
Stockholders and any brokers and dealers through whom sales of the Shares are
made may be deemed to be "underwriters" within the meaning of the 1933 Act, and
the commissions or discounts and other compensation paid to such persons, and
any profit on the resale of Shares as principal, may be regarded as
underwriters' compensation.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 of the
Company and the consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus from the Company's Annual Report on
Form 10-K, have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The combined balance sheets as of December 31, 1995 and 1994 of Schools
Out, Inc. and Affiliates and the combined statements of income, stockholder's
equity and cash flows for the years then ended, incorporated by reference in
this Prospectus from the Company's Form 8-K(A), filed April 16, 1996, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated balance sheets as of August 31, 1995 and 1994 of Educo
Incorporated and the consolidated statements of income, stockholders' equity and
cash flows for the years then ended, incorporated by reference in this
Prospectus from the Company's Form 8-K(A), filed May 15, 1996, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Company by Drinker Biddle & Reath. Morgan R. Jones,
a director of the Company, is a partner of Drinker Biddle & Reath. Mr. Jones
holds of record 8,100 shares of the Company's Common Stock.
7
<PAGE>
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No dealer, salesman or any other person is authorized by the Company to give any
information or to make any representation other than as contained in this
Prospectus in connection with any offering made hereby. Any information or
representation not contained herein, if given or made, must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
___________________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Available Information............................................... 2
Incorporation of Certain
Information by Reference............................................ 2
Risk Factors........................................................ 3
The Company......................................................... 5
Selling Stockholders................................................ 6
Plan of Distribution................................................ 7
Experts............................................................. 7
Legal Matters....................................................... 7
</TABLE>
================================================================================
================================================================================
Nobel Education
Dynamics, Inc.
600,000 Shares of
Common Stock
------------------------
PROSPECTUS
-------------------------
, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $3,388
State securities fees
Accountant's Fees 2,500
Legal Fees 500
Miscellaneous
-------------
Total $
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, Del. Code Ann. tit. 8,
sec. 145 (1991), permits indemnification of officers and directors in certain
circumstances.
Article 4, Section 4.01 of the Registrant's Bylaws provides that any person
who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving while a director or officer of
the Registrant at the request of the Registrant as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Registrant against expenses (including attorney's
fees), judgements, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law.
Article 4, Section 4.04 states that the indemnification and advancement of
expenses provided by Article 4 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be director or officer and shall
inure to the benefit of the heirs, executors and administrators of such person.
The directors and officers of the Company are entitled to indemnification
by each Selling Stockholder against any losses, claims, damages, liabilities or
expenses to the extent it arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in this
Registration Statement and the Prospectus contained herein, as the same shall be
amended or supplemented, made in reliance upon or in conformity with written
information furnished to the Company by such Selling Stockholder.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the index to
Exhibits on page II-5.
II-1
<PAGE>
Item 17. Undertakings.
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 of 1933;
(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 (1)(i) and (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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(5) 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 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 of 1933 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Media, Pennsylvania on May 15, 1996.
NOBEL EDUCATION DYNAMICS, INC.
By: /s/ A. J. Clegg
--------------------------------------
A.J. Clegg
Chairman of the Board of Directors,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints A.J. Clegg and John R. Frock and each of them,
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ A. J. Clegg Chairman of the Board May 15, 1996
- ------------------------- of Directors, President and Chief
A. J. Clegg Executive Officer
/s/ Richard Altus Executive Vice President; May 15, 1996
- ------------------------- Principal Financial Officer
Richard Altus
/s/ Yvonne DeAngelo Vice President - Finance and May 15, 1996
- ------------------------- Administration and Secretary;
Yvonne DeAngelo Principal Accounting Officer
II-3
<PAGE>
/s/ Edward H. Chambers Director May 15, 1996
- --------------------------
Edward H. Chambers
/s/ John R. Frock Executive Vice President; Director May 15, 1996
- --------------------------
John R. Frock
/s/ Peter H. Havens Director May 15, 1996
- --------------------------
Peter H. Havens
/s/ Morgan R. Jones Director May 15, 1996
- --------------------------
Morgan R. Jones
/s/ Janet L. Katz Director May 15, 1996
- --------------------------
Janet L. Katz
/s/ John H. Martinson Director May 15, 1996
- --------------------------
John H. Martinson
/s/ Eugene E. Monaco Director May 15, 1996
- --------------------------
Eugene E. Monaco
II-4
<PAGE>
EXHIBITS
Exhibit
Number Description
-------- -----------
5 Opinion of Counsel re: legality (to be filed by amendment).
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Drinker Biddle & Reath ( to be contained within
Exhibit 5).
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Nobel Education Dynamics, Inc. on Form S-3 the following:
Our report, dated February 14, 1996, except for Note 15, as to which the date is
March 14, 1996 and Note 16 as to which the date is March 5, 1996, on our audits
of the consolidated financial statements of Nobel Education Dynamics, Inc. and
subsidiaries which report is included in the Annual Report on Form 10-K of Nobel
Education Dynamics, Inc. for the year ended December 31, 1995.
Our report, dated February 23, 1996, on our audits of the financial statements
of Schools Out, Inc. and Affiliates which report is included in the Form 8-K(A)
of Nobel Education Dynamics, Inc., filed April 16, 1996.
Our report, dated December 15, 1995, on our audits of the consolidated financial
statements of Educo Incorporated which report is included in the Form 8-K(A) of
Nobel Education Dynamics, Inc., filed May 15, 1996.
We also consent to the reference of our firm under the caption "Experts".
/s/ Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 15, 1996
