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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 1 TO
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. [_]
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 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 $2,308
State securities fees 1,000
Accountant's Fees 2,500
Legal Fees 500
Miscellaneous 2,000
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Total $8,300
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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
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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
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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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Media, Pennsylvania on May 31, 1996.
NOBEL EDUCATION DYNAMICS, INC.
By: /s/ A. J. Clegg
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A.J. Clegg
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to 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 31, 1996
- ------------------------- of Directors, President and Chief
A. J. Clegg Executive Officer
/s/ Richard Altus Executive Vice President; May 31, 1996
- ------------------------- Principal Financial Officer
Richard Altus
/s/ Yvonne DeAngelo Vice President - Finance and May 31, 1996
- ------------------------- Administration and Secretary;
Yvonne DeAngelo Principal Accounting Officer
II-3
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/s/ Edward H. Chambers * Director May 31, 1996
- --------------------------
Edward H. Chambers
/s/ John R. Frock * Executive Vice President; Director May 31, 1996
- --------------------------
John R. Frock
/s/ Peter H. Havens * Director May 31, 1996
- --------------------------
Peter H. Havens
/s/ Morgan R. Jones * Director May 31, 1996
- --------------------------
Morgan R. Jones
/s/ Janet L. Katz * Director May 31, 1996
- --------------------------
Janet L. Katz
/s/ John H. Martinson * Director May 31, 1996
- --------------------------
John H. Martinson
/s/ Eugene E. Monaco * Director May 31, 1996
- --------------------------
Eugene E. Monaco
* By /s/ John R. Frock
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John R. Frock
Attorney-in-Fact
II-4
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EXHIBITS
Exhibit
Number Description
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5 Opinion of Counsel re: legality
23.1 Consent of Coopers & Lybrand, L.L.P. (previously filed)
23.2 Consent of Drinker Biddle & Reath (contained within
Exhibit 5).
24 Power of Attorney (contained on signature pages (pages II-3 and
II-4, of original filing).
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EXHIBIT 5
Drinker Biddle & Reath
Suite 300
1000 Westlakes Drive
Berwyn, PA 19312-2409
May 31, 1996
Nobel Education Dynamics, Inc.
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
Re: Registration Statement on Form S-3
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Gentlemen:
In connection with the registration of 408,692 shares of common stock,
par value $.001 per share (the "Shares"), of Nobel Education Dynamics, Inc.
(the "Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-3 (No. 333-3797) (the "Registration Statement"), relating to
the sales, if any, of the Shares by the selling stockholders named therein, we
have examined such documents, records and matters of law as we have considered
relevant. Based upon such examination, it is our opinion that the Shares being
registered are legally issued, fully paid, and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Matters" and to the inclusion of
this opinion as an exhibit to the Registration Statement. This does not
constitute a consent under Section 7 of the Securities Act because we have not
certified any part of such Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Drinker Biddle & Reath
