<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 1996
NOBEL EDUCATION DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K (date
of earliest event reported February 2, 1996) filed February 16, 1996, as set
forth in the pages attached hereto:
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Page
----
(a) Financial Statements of Businesses Acquired.
1. Balance Sheet and Income Statement for Schools Out, Inc.
and Affiliates ended December 31, 1995. F-1
(b) Pro Forma Financial Information.
1. Pro Forma Combined Statements of Operations of Registrant F-11
and Schools Out Inc. and Affiliates for the year ended
December 31, 1995 (Unaudited).
2. Notes to the Pro Forma Combined Financial Statements.
<PAGE>
SCHOOL'S OUT, INC.
AND AFFILIATES
REPORT ON AUDITS OF
THE COMBINED FINANCIAL STATEMENTS
for the years ended December 31, 1995 and 1994
<PAGE>
[LOGO OF COOPERS & LYBRAND]
Coopers & Lybrand L.L.P.
a professional services firm
Report of Independent Accountants
To the Shareholders
School's Out, Inc. and Affiliates:
We have audited the accompanying combined balance sheets of School's Out, Inc.
and Affiliates as of December 31, 1995 and 1994, and the related combined
statements of income, shareholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects the combined financial position of School's
Out, Inc. and Affiliates as of December 31, 1995 and 1994 and the combined
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 23, 1996
1
<PAGE>
SCHOOL'S OUT, INC. AND AFFILIATES
Combined Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
---- ----
<S> <C> <C>
Cash $ 32,774 $ 45,774
Accounts receivable 10,679 10,372
Other receivables 6,811 3,569
Prepaid expenses and other current assets 17,375 9,504
-------- --------
Total current assets 67,639 69,219
Property and equipment, net 125,157 130,924
Deposits and other assets 500 500
-------- --------
Total assets $193,296 $200,643
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term obligations to shareholders $ 23,566 $ 97,210
Accounts payable and accrued liabilities 40,442 28,969
Deferred revenue and customer deposits 34,391 31,322
-------- --------
Total current liabilities 98,399 157,501
Long-term obligations to shareholders -- 35,216
-------- --------
Total liabilities 98,399 192,717
-------- --------
Commitments and contingencies
Shareholders' equity:
Common stock 12,867 7,335
Additional paid-in capital 111,202 1,085
Accumulated deficit (29,172) (494)
-------- --------
Total shareholders' equity 94,897 7,926
-------- --------
Total liabilities and shareholders' equity $193,296 $200,643
======== ========
</TABLE>
The accompanying notes are an integral part
of the combined financial statements.
2
<PAGE>
SCHOOL'S OUT, INC. AND AFFILIATES
Combined Statements of Income
for the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Revenues $2,877,122 $2,159,965
Operating expenses:
Center operating costs 1,773,239 1,370,613
General and administrative expenses 664,167 480,351
---------- ----------
Operating income 439,716 309,001
Other income (expense):
Interest expense, net (6,500) (2,793)
Other income 1,034 6,442
---------- ----------
Net income $ 434,250 $ 312,650
========== ==========
</TABLE>
The accompanying notes are an integral part
of the combined financial statements.
3
<PAGE>
SCHOOL'S OUT, INC. AND AFFILIATES
Combined Statements of Shareholders' Equity
for the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
Number Additional
of Common Paid-In Accumulated
Shares Stock Capital Deficit Total
------ ------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
January 1, 1994 1,818 $ 5,066 $ 424 $ 62,569 $ 68,059
Issuance of capital stock 1,020 2,269 661 -- 2,930
Net income -- -- -- 312,650 312,650
Distributions to shareholders -- -- -- (375,713) (375,713)
----- ------- -------- --------- ---------
December 31, 1994 2,838 7,335 1,085 (494) 7,926
Issuance of new stock 236 5,532 110,117 -- 115,649
Net income -- -- -- 434,250 434,250
Distributions to shareholders -- -- -- (462,928) (462,928)
----- ------- -------- --------- ---------
December 31, 1995 3,074 $12,867 $111,202 $ (29,172) $ 94,897
===== ======= ======== ========= =========
</TABLE>
The accompanying notes are an integral part
of the combined financial statements.
4
<PAGE>
SCHOOL'S OUT, INC. AND AFFILIATES
Combined Statements of Cash Flows
for the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 434,250 $ 312,650
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 45,962 35,473
Gain on sale of assets (1,034) --
Changes in assets and liabilities relating to operating activities
Decrease (increase) in accounts receivable (306) (9,905)
Decrease (increase) in other receivables (3,242) 17,736
Decrease in prepaid expenses and other current assets (7,871) (8,905)
Increase in deposits and other assets -- (400)
Increase (decrease) in accounts payable and accrued liabilities 11,473 (6,702)
Increase (decrease) in deferred revenue and customer deposits 3,069 31,322
--------- ---------
Net cash provided by operating activities 482,301 371,269
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (58,404) (72,089)
Proceeds from disposals of property and equipment 19,243 --
--------- ---------
Net cash used by investing activities (39,161) (72,089)
--------- ---------
Cash flows from financing activities:
Proceeds from notes payable -- 79,288
Repayments of notes payable (108,861) --
Payment of dividends (462,928) (375,713)
Issuance of capital stock 115,649 2,930
--------- ---------
Net cash used by financing activities (456,140) (239,495)
--------- ---------
Net increase (decrease) in cash (13,000) 5,685
Cash, beginning of year 45,774 40,089
--------- ---------
Cash, end of year $ 32,774 $ 45,744
========= =========
Cash paid during the year for interest $ 8,032 $ 3,128
========= =========
</TABLE>
The accompanying notes are an integral part
of the combined financial statements.
5
<PAGE>
SCHOOL'S OUT, INC. AND AFFILIATES
Notes to Combined Financial Statements
1. Summary of Significant Accounting Policies
and Company Background
Nature of Business:
School's Out, Inc. and Affiliates (the Company) operate child care
facilities at various locations in the Richmond and Northern Virginia
area.
Principles of Combination:
The accompanying combined financial statements included the accounts of the
Schools' Out, Inc., Stony Point Learning Center, Inc., Loudoun Children's
Center, Inc., Pump Road Child Care Center, Inc., and Cascades Children's
Center, Inc.
These entities have been combined because they are commonly owned and
controlled. All significant intercompany transactions between these
entities have been eliminated.
Recognition of Revenues and Pre-opening Expenses:
Revenue is recognized as the services are performed. Expenses associated
with opening new centers are charged to operations as incurred. The
Company normally requires advance payments for providing its services
which the Company records as deferred revenue. As such services are
provided, revenue is recorded in the Company's combined statement of income.
Property and Equipment:
Property and equipment is stated at cost less accumulated depreciation.
Depreciation i computed using accelerated methods over estimated useful
lives of the related assets.
Maintenance, repairs and minor renewals are expensed as incurred. Upon
retirement or other disposition of buildings and furniture and equipment,
the cost of the items and the related accumulated depreciation are removed
from the accounts and any gain or loss is included in operations.
6
<PAGE>
Notes to Combined Financial Statements, Continued
1. Summary of Significant Accounting Policies
and Company Background, continued:
Income Taxes:
The Company is taxed as S corporations. Under this election, the earnings
of the Company are reported on the income tax returns of the individual
shareholders for federal and state tax purposes.
Advertising:
The Companies charge advertising costs to expense in the period incurred.
The total amount of advertising costs for 1995 and 1994 were approximately
$77,300 and $48,400, respectively.
Concentration of Credit Risk:
The Company's financial instruments subject to credit risk consist
primarily of cash and accounts receivable. The Company's cash is maintained
in institutions with high credit ratings and is within federally insured
limits. The Company's concentration with respect to accounts receivable is
limited due to the large number of customers comprising the Company's base.
The Company does not require collateral.
Use of Estimates in the Preparation of Financial Statements:
The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
7
<PAGE>
Notes to Combined Financial Statements, Combined
2. Property and Equipment
The balances of major property and equipment classes are as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Leasehold improvements $ 4,294 $ 3,294
Furniture and equipment 320,904 322,778
--------- ---------
325,198 326,072
Accumulated depreciation (200,041) (195,148)
--------- ---------
$ 125,157 $ 130,924
========= =========
</TABLE>
Depreciation expense amounted to $45,962 and $35,473 for the years ended
December 31, 1995 and 1994, respectively.
3. Long-Term Obligations to Shareholders:
The Company has outstanding notes payable to shareholders in the amounts
of $23,566 and $132,426 as of December 31, 1995 and 1994, respectively.
The notes relate to vehicles purchased by a shareholder of the Company and
the funding of start-up costs by certain shareholders. The notes bear
interest at rates ranging from 7%-10%. The remaining balance at December
31, 1995 is anticipated to be repaid before December 31, 1996 and is
therefore classified as current in the accompanying balance sheet.
4. Lease Obligations:
Future minimum rentals, for the real properties leased by the Companies
by year and in the aggregate, under noncancelable operating leases,
consisted of the following at December 31, 1995:
<TABLE>
<S> <C>
1996 $ 454,000
1997 465,000
1998 477,000
1999 364,000
2000 290,000
----------
$2,050,000
==========
</TABLE>
Total rent expense approximately $310,600 and $259,600 for the years
ended December 31, 1995 and 1994, respectively.
8
<PAGE>
Notes to Combined Financial Statements, Continued
5. Common Stock:
Common stock consists of the following at December 31:
<TABLE>
<CAPTION>
# Shares
# Shares Issued and
Par Value Authorized Outstanding
--------- ---------- -----------
<S> <C> <C> <C>
1995:
School's Out, Inc. $ 1 5,000 1,458
Stony Point Learning Center, Inc. 1 4,000 208
Loudoun Children's Center, Inc. None 5,000 208
Pump Road Child Care Center, Inc. None 5,000 1,000
Cascades Children's Center, Inc. None 5,000 200
--------- -----------
Total 24,000 3,074
========= ===========
1994:
School's Out, Inc. $ 1 5,000 1,428
Stony Point Learning Center, Inc. 1 4,000 206
Loudoun Children's Center, Inc. None 5,000 204
Pump Road Child Care Center, Inc. None 5,000 1,000
--------- -----------
Total 19,000 2,838
========= ===========
</TABLE>
6. Commitments and Contingencies:
The Company from time-to-time is a defendant in litigation arising in the
normal course of business. Management does not believe that any settlements
resulting from such litigation will have a material adverse effect on the
Company's financial position, results of operations, or cash flows.
7. Subsequent Event:
Subsequent to year-end, the Company was sold pursuant to an asset and
stock purchase agreement.
9
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SUBSIDIARIES
PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements include the
account of Nobel Education Dynamics, Inc. and subsidiaries (the Company), and
Schools Out, Inc. and Affiliates. The acquisition was completed February 1996.
Such pro forma combined financial statements assume that the acquisitions was
accounted for as purchase at the beginning of the respective period for the
combined statements of operations.
The pro forma combined financial statements are unaudited, but in the opinion of
the management, all adjustments necessary to present fairly such pro forma
combined financial statements have been made.
These pro forma combined financial statements should be read in connection with
the related notes hereto and in connection with the historical financial
statements of the Company and Schools Out, Inc. and Affiliates, either
incorporated herein by reference or included. The pro forma combined statements
of operations are not necessarily indicative of what the actual results of
operations would have been had the transactions occurred as of the beginning of
the respective periods, nor do they purport to indicate the results of future
operations of the Company.
F-11
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SCHOOLS OUT INC., AND AFFILIATES
PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Registrant Schools Out Proforma Proforma
Historical Historical Adjustments Combined
---------- ------------- ----------- --------
<S> <C> <C> <C> <C>
Revenues $44,154,367 $ 2,877,122 $47,031,489
Operating Expenses 35,908,484 1,773,239 $ 124,375 A 37,806,098
----------- ------------ --------- -----------
School Operating Profit 8,245,883 1,103,883 (124,375) 9,225,391
----------- ------------ --------- -----------
General & Administrative
Expenses 3,395,940 664,167 (495,163) B 3,564,944
Litigation Expense 500,000 0 0 500,000
----------- ------------ --------- -----------
Operating Income 4,349,943 439,716 370,788 5,160,447
----------- ------------ --------- -----------
Interest Expense 1,839,563 6,500 289,068 C 2,135,131
Other Income (Loss) (125,724) (1,034) 0 (126,758)
Minority Interest in
Income of Subsidiary 85,808 0 0 85,808
----------- ------------ --------- -----------
Income Before Taxes 2,550,296 434,250 81,720 3,066,266
Income Tax (Benefit) Expense (1,355,590) 0 199,588 D (1,156,002)
----------- ------------ --------- -----------
Net Income Before
Extraordinary Item 3,905,886 434,250 (117,868) 4,222,268
Extraordinary Loss on Early
Extinguishment of Debt 62,000 0 0 62,000
----------- ------------ --------- -----------
Net Income 3,843,866 434,250 (117,868) 4,160,268
Preferred Stock Dividends 184,114 0 0 184,114
----------- ------------ --------- -----------
Net Income Available to
Common Shareholders $ 3,659,772 $ 434,250 $(117,868) $3,976,154
=========== ============ ========= ===========
Primary Earning Per Share $0.68 $0.73 E
===== =====
Fully Diluted Earning Per Share $0.63 $0.67
===== =====
</TABLE>
See notes to proforma combined financial statements.
F-12
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SCHOOLS OUT AND AFFILIATES
PRO FORMA COMBINED
BALANCE SHEETS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Registrant Schools Out Proforma Proforma
Historical Historical Adjustments Combined
---------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 3,714,560 $ 32,774 $(2,032,000) A $ 1,715,334
Accounts receivable, less allowance
for doubtful accounts of $103,000 in 1995 727,097 10,679 (10,679) B 727,097
Other receivable 573,237 6,811 (6,811) B 573,237
Prepaid insurance and other 613,784 - 613,784
Prepaid rent 609,401 17,375 (17,375) B 609,401
Deferred taxes 873,962 873,962
----------- ---------- ----------- -----------
TOTAL CURRENT ASSETS 7,112,041 67,639 (2,066,862) 5,112,815
----------- ---------- ----------- -----------
Property and equipment at cost 21,220,004 125,157 21,345,161
Accumulated depreciation (5,355,699) - - (5,355,699)
----------- ---------- ----------- -----------
Net property and equipment 15,864,305 125,157 - 15,989,462
Property and equipment held for sale (Southeast) 1,307,497 - - 1,307,497
Goodwill 17,273,626 - 4,975,003 C 22,248,629
Deposits and other assets 2,262,871 500 100,000 D 2,363,371
Deferred tax asset 1,117,000 - - 1,117,000
----------- ---------- ----------- -----------
TOTAL ASSETS $44,937,340 $ 193,296 $ 3,008,138 $48,138,774
=========== ========== =========== ===========
LIABILITIES AND SHAREHOLDERS EQUITY
Revolving line of credit (unused portion $6,300,000) $ - $ - $ 1,200,000 E $ 1,200,000
Current portion of long term obligation 1,086,409 23,566 34,712 F 1,144,687
Current portion of subordinated debt 285,253 - - 285,253
Current portion of capital leases 49,897 - - 49,897
Non-compete note to seller - - 100,000 G 100,000
Accounts payable and other current liabilities 6,318,219 40,442 (10,078) H 6,348,583
Deferred tuition income - 34,391 - 34,391
Escrow payable 203,305 - - 203,305
----------- ---------- ----------- -----------
TOTAL CURRENT LIABILITIES 7,943,083 98,399 1,324,634 9,366,116
----------- ---------- ----------- -----------
Long term obligations 11,392,590 - 278,401 I 11,670,991
Long term subordinated debt 8,878,605 - - 8,878,605
Capital lease obligations 323,199 - - 323,199
Deferred gain on sale leaseback 55,312 - - 55,312
Minority interest in share equity 223,881 - - 223,881
----------- ---------- ----------- -----------
TOTAL LIABILITIES 28,816,670 98,399 1,603,035 30,518,104
----------- ---------- ----------- -----------
Commitment and Contingencies (Notes 5, 7, 9, and 15)
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value; 10,000,000 shares
authorized, issued and outstanding 5,505,150 in 1995
and 4,984,320 in 1994 $(6,984,320 and $4,984,320,
at liquidation value in 1995 and 1994) 5,505 - - 5,505
Common stock, $.001 par value, 50,000,000 shares
authorized, issued and outstanding 4,095 12,867 (12,771) J 4,191
Common stock issuable (Educo), 312,500 shares 2,000,000 - - 2,000,000
Additional paid-in capital 21,818,344 111,202 1,388,702 J 23,318,248
Accumulated deficit (7,707,274) (29,172) 29,172 J (7,707,274)
----------- ---------- ----------- -----------
16,120,670 94,897 1,405,103 17,620,670
----------- ---------- ----------- -----------
TOTAL LIABILITIES AND EQUITY $44,937,340 $ 193,296 $3,008,138 $48,138,774
=========== ========== =========== ===========
</TABLE>
See notes to proforma combined financial statements.
F-13
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SCHOOLS OUT AND AFFILIATES, INC.
NOTES TO PROFORMA COMBINED
FINANCIAL STATEMENT
1. Basis of Presentation
---------------------
The proforma combined financial statements include the accounts and results
of the Company, and Schools Out, Inc. and Affiliates as if the acquisition
had been consummated as of the beginning of the twelve months ended
December 31, 1995.
The Company acquired certain assets and stock of Schools Out and
Affiliates, Inc., consisting of five learning centers in Virginia on
February 2, 1996. The purchase of four of the centers include $3,200,000
in cash, a note in the amount of $336,680 bearing interest at the rate of
7% per annum. The note is payable in sixty equal installments of principal
and interest. The Company will also be required to pay an earn-out based
on the twelve month period following the closing date. The Company also
entered into a non-compete agreement for $1,667 per month for sixty months.
The Company acquired the stock of the center also purchased on February 2,
996 for 96,192 shares of the Company's Common Stock. The Company will also
be required to pay an earn-out if the operations for the twelve month
period if the operating profit exceeds a certain amount.
2. Proforma Adjustment
Combined Statement of Operations
--------------------------------
A. To record goodwill amortization expense based on goodwill of
$4,975,003 with an amortization period of forty years. Goodwill
expense for one year totals $124,375
B. The following represents adjustments to general and administrative
expenses of the acquired company that have been or will have been
implemented by management. These adjustments assume that management's
actions were carried out at the beginning of the period presented and
only give effects to those items that are factually supportable.
Eliminate Corporate expense of Schools Out Inc.
and Affiliates $(664,167)
Additional Regional Manager and related costs;
benefits, car, postage 54,000
Additional accounting 1/2 clerk and benefits 25,000
Marketing/Advertisement $4,000 per school 20,000
Consulting Agreement (1,667 x 12 months) 20,004
Other; payroll costs, office supplies, telephone
postage, dues and subscriptions, legal and accounting 50,000
---------
$(495,163)
=========
F-14
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SCHOOLS OUT AND AFFILIATES, INC.
NOTES TO PROFORMA COMBINED
FINANCIAL STATEMENT
(Continued)
2. Proforma Adjustment
Combined Statement of Operations (Continued)
--------------------------------
C. To record interest expense related to the cash portion of the
transaction and the note to seller less current interest expense of
Schools Out Inc. and affiliates.
<TABLE>
<CAPTION>
12 months
Dec. 31, 1995
-------------
<S> <C>
Schools Out Inc. $ (6,500)
$3,200,000 x 8.5% interest rate 272,000
$336,680 note x 7% interest rate 23,568
--------
$289,068
========
</TABLE>
D. To record taxes at estimated tax rate of 40%. Schools Out, Inc. and
affiliates operated as a subchapter S. Corporation.
<TABLE>
<S> <C>
Actual Profit $434,250 x 40% = $173,700
64,720 x 40% = 25,888
--------
Total Taxes = $199,588
========
</TABLE>
E. Earning per share calculation
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Common Stock Equivalents Post Acquisition
------------------------ ----------------
<S> <C> <C>
Primary 5,398,731 5,494,923
Fully Diluted 6,129,121 6,225,313
</TABLE>
The post acquisition common stock and equivalents include 96,192
shares which were issued in connection with the acquisition reported.
F-15
<PAGE>
NOBEL EDUCATION DYNAMICS, INC.
AND SCHOOLS OUT AND AFFILIATES, INC.
NOTES TO PROFORMA COMBINED
FINANCIAL STATEMENT
(Continued)
2. Proforma Adjustment
Balance Sheet (Continued)
-------------
<TABLE>
<S> <C> <C>
A. To adjust cash for:
Purchase Price $(3,200,000)
Eliminate Schools Out, Cash Balance (32,000)
Adjust Cash for borrowings on
revolving line 1,200,000
-----------
$ 2,032,000
===========
</TABLE>
B. To eliminate the assets and liabilities of Schools Out, Inc. which the
registrant did not acquire. The registrant acquired property, plant
and equipment and prepaid tuitions.
C. To record goodwill based on the purchase price.
D. To record the non-compete agreement as an asset on the registrants
books.
E. To record borrowing $1,200,000 on the revolving line of credit
F. To eliminate School's Out current portion of long term debt of
$(23,566) and to record the current portion of the note to the seller
of $58,278.
G. To record the liability related to the non-compete agreement.
H. To eliminate account payable of Schools Out, Inc. totaling ($40,442)
and to record estimated transaction costs of $30,364.
I. To record the long term portion of the note payable to seller totaling
$278,401
J. To eliminate Schools Out. Inc. and affiliates and shareholders' equity
and to record stock issued for the acquisition
<TABLE>
<CAPTION>
Schools Out Nobel Total
----------- ------------- ------------
<S> <C> <C> <C>
Common Stock $ (12,867) $ 96 $ (12,771)
Additional Paid in Cap. $(111,202) $1,499,904 $1,388,702
Accumulated Deficit $ (29,172) $ (29,172)
</TABLE>
F-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBEL EDUCATION DYNAMICS, INC.
Date: April 16, 1996 By: /s/ Yvonne DeAngelo
----------------------------------------
Yvonne DeAngelo
Vice President Administration and Finance;
Secretary
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBEL EDUCATION DYNAMICS, INC.
Date: April 16, 1996 By:/s/ Yvonne DeAngelo
-----------------------------------------
Yvonne DeAngelo
Vice President Administration and Finance;
Secretary
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBEL EDUCATION DYNAMICS, INC.
Date: April 16, 1996 By:/s/ Yvonne DeAngelo
----------------------------------------
Yvonne DeAngelo
Vice President Administration and Finance;
Secretary
