<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.
Nobel Education Dynamics, Inc
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
(610) 891-8200
____________________
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 Amount to Proposed Proposed Amount of
securities to be be maximum maximum registration fee
registered registered offering aggregate
price offering
per price*
share*
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock par value 1,000,000 $8.5625 $8,562,500.00 $2,594.70
$.001 shares
================================================================================
</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 June 27, 1997, as reported on The Nasdaq National Market System.
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 JULY 3, 1997
PRELIMINARY PROSPECTUS
Nobel Education Dynamics, Inc.
1,000,000 Shares of Common Stock
____________________
This Prospectus relates to up to 1,000,000 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.
Notwithstanding the foregoing, the subscription agreement entered into
with each Selling Stockholder requires each Selling Stockholder to offer
and sell Shares exclusively through the facilities of the National
Association of Securities Dealers Automated Quotation System at market
prices current at the time of sale in "brokers' transactions" or in
transactions directly with a "market maker," as defined in paragraphs
(f) and (g) of Rule 144 under the 1933 Act. The Company, in its sole
discretion, may elect from time to time to waive or amend this
restriction.
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 National Market System. The
average of the high and low prices of the Shares as reported on The
Nasdaq National Market System on , 1997 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) incurred in connection with
registrations, filings or qualifications of the Shares being offered by
the Selling Stockholders.
____________________
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.
The Date of this Prospectus is , 1997
1
<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, 1996.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
3. The Company's Current Report on Form 8-K filed on January 21, 1997
(reporting an acquisition transaction of the Registrant).
4. 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.
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<PAGE>
RISK FACTORS
Prospective purchases of the Shares offered hereby should carefully
consider among other matters discussed herein the following:
1. New Center Development; Chesterbrook Academy Concept. Nobel opened
four new schools in 1994 and seven new schools in each of 1995 and 1996.
To accelerate internal growth, the Company plans to increase new school
development in coming years, with openings of 12 to 15 new schools in 1997
and 15 to 20 new schools in 1998. Based on historical experience, Nobel
projects that a new school will incur operating losses for a period of 7 to
18 months, until enrollments increase to a level supporting profitable
operation. Particularly as the Company enters new markets, there can be no
assurance that the Company will continue to achieve such profitability
consistent with historical results.
The Company's business plan has also included the conversion of a large
percentage of its child care centers to a preschool curriculum-based format
(typically, under the Chesterbrook Academy name). Management believes that
a richer educationally oriented program for children distinguishes the
Company from its competition for preschool age children and provides a base
for growing into elementary school grades. The Company's success is
substantially dependent on prompt market acceptance of the Chesterbrook
Academy concept.
2. 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.
3. 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 implement its quality and financial controls on
these facilities.
4. Claims and Insurance Coverage. As of March 31, 1997, the Company
operated 118 facilities with capacity for over 16,500 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.
5. Future Issuances and Sales of the Company's Common Stock. As of the
date of this Prospectus, the Company has 6,046,565 shares of its Common
Stock issued and outstanding on the date hereof. In addition, 331,836
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 434,042 shares of Common Stock are
issuable upon the exercise of
3
<PAGE>
warrants, and approximately 400,000 shares of Common Stock are issuable
upon the exercise of stock options (both currently exercisable and subject
to vesting). 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 generally are below,
and most are substantially below, the current market price of the Company's
Common Stock.
In addition to the shares of Common Stock offered by the Selling
Stockholder, a substantial portion of the outstanding shares of Common
Stock of the Company are "restricted securities" (as such term is defined
under the Securities Act of 1933, as amended (the "1933 Act")). Most of
such shares are either subject to currently effective registration
statements, eligible for sale under Rule 144 adopted under the 1933 Act or
subject to registration rights agreements with the Company requiring
inclusion in a registration statement upon the holder's request. (Rule 144
provides, in essence, that a person holding "restricted securities" for a
period of one years may sell an amount equal to 1% of the Company's
outstanding shares every three months. Non-affiliates may sell shares held
for two years without limitation.) Investors should be aware that 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.
6. Intangible Assets. At March 31, 1997, the Company's balance sheet
reflected $29.4 million 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,
1997, this account constituted 50% 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 periods thirty to 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 an adverse impact on the
Company's reported earnings beyond that represented directly by
deterioration in performance.
7. Operating Leverage. The Company's consolidated indebtedness on
March 31, 1997 was approximately $25.5 million. Further, the Company
generally enters into long term leases for its facilities which require
minimum fixed monthly rental payments. These indebtedness and lease
obligations impose significant fixed charge obligations on the Company. A
failure by the Company to maintain sufficient revenues to cover its fixed
charges could result in defaults upon its debt or lease obligations, which,
if uncured, could result in acceleration of the obligations and, by reason
of cross-default or cross-acceleration provisions, acceleration of other
indebtedness and lease obligations. Particularly as the Company endeavors
to expand its new center development, the Company's success will
substantially depend on its ability to increase enrollment sufficiently to
generate cash flow to cover its fixed costs.
8. 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 has been identified as a market leader "Education Management
Organization" (EMO) for preschool through eighth grade. (EMO is a term
used in the investment community to describe companies which manage
education businesses for profit in multiple sites, similar to the "HMO"
label used in the healthcare industry.) 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 builds on its experience and expertise both in education
and preschool/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.
Nobel operates nationwide, with 118 preschools, schools and centers in 14
states at March 31, 1997. In California, Nobel operates the Merryhill
Country Schools, which is a private school system of 32 preschools,
elementary schools and middle schools, as well as a recently acquired
private school in Orange County, California. Nationwide, Nobel operates
preschools, schools and centers under various names, including
Chesterbrook Academy, in Pennsylvania, New Jersey, Virginia, Florida,
Maryland, North Carolina, South Carolina, Illinois, Washington, Indiana,
Delaware, Maine and Louisiana. Nobel also owns a 20% interest in an
elementary school in Florida.
Management is currently pursuing a three-pronged strategy to take
advantage of the significant growth opportunities in the private education
market:
. internal growth at existing schools, including expansions of campus
facilities
. new school development in both existing and new markets
. strategic acquisitions
To facilitate this strategy, Nobel is applying the strengths of its
curriculum-based programs to distinguish itself from its competition. The
strategy also entails geographical clustering of Nobel's 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 efficiencies in both management and costs.
In response to market demands for quality schools and preschools, since
September 1995, the Company has converted 23 of its child care centers to a
curriculum-based program, under the "Chesterbrook Academy" name.
Conversions include the adoption of the highly regarded and accredited
education curriculums of Nobel's Merryhill schools and an upgrading of the
educationally oriented teaching materials and computer technology.
Following conversion, a Chesterbrook Academy school typically offers 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. The Company intends to convert its remaining child care centers to
curriculum-based preschools/schools over the next several years.
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.
5
<PAGE>
To complement its 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's financial strength has improved dramatically since 1992,
when there was a change in management. Strategies of new management have
included a change of the Company's focus to education from child care,
strengthening of the Company's financial condition, divestiture of centers
in mature markets and, after the Company's financial stabilization,
expansion into growth areas. With the implementation of these new
strategies, the equity of the Company has increased from a negative net
worth of $3.8 million on December 31, 1991 to positive net worth of $32.3
million as of December 31, 1996. Income before taxes for years 1992, 1993,
1994, 1995 and 1996 were the highest in the Company's history, with 1996's
being the highest at $4.02 million. Additionally, the Company's EBITDA
(earnings before interest, taxes, depreciation and amortization), a measure
of the Company's cash generating ability, reached a historical high in 1996
at $8.2 million.
The Company's corporate office is located at Rose Tree Corporate Center
II, 1400 North Providence Road, Suite 3055, Media, PA 19063. Its telephone
number is (610) 891-8200; its world wide web address is
http://www/nobeleducation.com or http://www/educating.com.
6
<PAGE>
SELLING STOCKHOLDERS
All of the shares offered hereby are beneficially owned by the Selling
Stockholders listed below. Each of such Selling Stockholders purchased
shares offered in a private placement of shares of Common Stock which
closed on March 5, 1996. Pursuant to the subscription agreements with the
Selling Stockholders, the Company was required to file with the Securities
and Exchange Commission the registration statement of which this prospectus
is a part. At such closing date, all Selling Stockholders held brokerage
accounts with Gilder, Gagnon, Howe & Co., and the shares were purchased
through such brokerage accounts.
<TABLE>
<CAPTION>
Shares of Common Shares Owned
Stock Owned by Shares After Offering
Selling Stockholder Offered Assuming All
Name of Selling Stockholder Prior to Offering Hereby Shares are Sold
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Henry E. Bartles 20,000 20,000 0
Nancy H. Bartles 15,400 15,400 0
Kenneth G. Bartles 7,600 7,600 0
and Jane F. Condon
James R. Beightol 4,200 4,200 0
and Dolores A. Beightol
Robert A. Berger IRA 6,400 6,400 0
Milton D. Berkman IRA 10,600 10,600 0
Jerome S. Berkowitz 5,000 5,000 0
and Sharon F. Berkowitz
Phyllis Berman 5,000 5,000 0
Melvin Bernstein 3,400 3,400 0
Florence Catinella 8,100 8,100 0
Edward W. Chapin 12,500 12,500 0
Herb Citrin 3,600 3,600 0
John P. Cleary 4,500 4,500 0
Rita M. Cleary 5,000 5,000 0
Harvey Cohen IRA 5,600 5,600 0
Stephen A. Cohen 15,300 15,300 0
David Cuming 31,300 31,300 0
Aaron M. Daniels 52,300 52,300 0
Judy Daniels 8,000 8,000 0
Alvin H. Einbender Revocable Trust 5,700 5,700 0
DTD 10/11/94 Alvin Einbender and
Joan Einbender Trustees
James H. Evans 4,700 4,700 0
and Mary J. Evans
John George Fritzinger, Jr. 11,000 11,000 0
Margaret Galphin 9,300 9,300 0
Margaret L. Galphin 25,400 25,400 0
T. Milledge Galphin 63,300 63,300 0
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Shares Owned
Stock Owned by Shares After Offering
Selling Stockholder Offered Assuming All
Name of Selling Stockholder Prior to Offering Hereby Shares are Sold
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Joyce Garber 4,400 4,400 0
Virginia Gilder 63,300 63,300 0
Charlotte W. Gold 4,600 4,600 0
Ida F. Goldstone Rev Living Tr 3,700 3,700 0
U/A/D 8/23/93
Peter Greeman 9,400 9,400 0
Tamara Greeman 17,000 17,000 0
Arnold L. Greenberg 4,700 4,700 0
and Harriett Greenberg
Dwight N. Halpern 4,000 4,000 0
Audrey B. Heckler 3,900 3,900 0
Marvin Hopman IRA 3,200 3,200 0
Dr. Marvin Hopman Rev Tr 18,400 18,400 0
U/A/D 1/17/94
Patricia Hopman Rev Tr 18,400 18,400 0
U/A/D 1/17/94
Kenneth J. Kohlhof 11,000 11,000 0
and Lillian G. Kohlhof
Irene F. Kramer 3,900 3,900 0
Rosa Kutner 3,800 3,800 0
Cornelia Lee IRA 3,900 3,900 0
Lewis E. Lehrman 38,100 38,100 0
Marc S. Lemchen IRA 3,800 3,800 0
Alan M. Lestz 4,000 4,000 0
John S. Levy and Dorothy F. Levy 17,600 17,600 0
David E. Marrus 8,200 8,200 0
Judith Marrus 48,500 48,500 0
Peter Marx 5,800 5,800 0
and Gwendolyn Marx
Edward H. Meyer 3,700 3,700 0
Marvin A. Myers and Honey Myers 5,600 5,600 0
Catherine S. Phillips 13,900 13,900 0
Beatrice Pinsker 3,100 3,100 0
Joseph J. Pinto 11,200 11,200 0
Linda Brock Pinto 3,300 3,300 0
Paulene B. Pinto 4,400 4,400 0
Amy Susan Platnick 4,200 4,200 0
Cecelia Platnick Revocable Trust 32,900 32,900 0
dated 6/25/91
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Shares Owned
Stock Owned by Shares After Offering
Selling Stockholder Offered Assuming All
Name of Selling Stockholder Prior to Offering Hereby Shares are Sold
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Donald L. Platnick IRA 10,600 10,600 0
Donald L. Platnick Revocable Trust 32,900 32,900 0
dated 6/25/91
Ruth Pogarsky 4,200 4,200 0
Edward Price and Patricia Price 5,000 5,000 0
James Reidy Jr. 5,000 5,000 0
Thomas L. Rhodes IRA 4,000 4,000 0
Barbara B. Schwartz 9,300 9,300 0
William Sedlazek 9,500 9,500 0
and Carol Sedlazek
Morris G. Shamah MD Retirement Trust 4,400 4,400 0
001 DTD 10/1/83
Allan S. Silver 3,300 3,300 0
Barbara Silver 11,300 11,300 0
Singer Associates 7,400 7,400 0
Peter J. Solomon and Richard 3,300 3,300 0
Solomon, TIC
Susan Steiger 3,900 3,900 0
Charles Robert Steinman 9,900 9,900 0
Glen Tomashoff 3,600 3,600 0
Glen Tomashoff IRA 3,300 3,300 0
Jamie Tomashoff 4,300 4,300 0
Jamie Tomashoff IRA 3,600 3,600 0
David C. & Nancy D. Turner 3,600 3,600 0
Robert Zweben 8,000 8,000 0
All Angels' Church 3,100 3,100 0
Susan Todd Horton Trust, 14,100 14,100 0
New Haven Savings Bank Trustee
Fiduciary Trust Company International, 10,100 10,100 0
Steven Kapen Trustee for
Blind Trust #28408
Charlotte Marker Zitrin 16,000 16,000 0
Revocable Trust Dated 12/11/91
Arthur Zitrin Revocable Trust 17,000 17,000 0
Dated 12/11/91
Mr. Robert Warne Wilson and Mr. 60,200 60,200 0
Richard Gilder as Trustees U/A/D
3/31/93 between Robert Warne
Wilson as Grantor
Total 1,000,000 1,000,000 0
</TABLE>
9
<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.
Notwithstanding the foregoing, the subscription agreement entered into
with each Selling Stockholder requires each Selling Stockholder to offer and
sell Shares exclusively through the facilities of the National Association of
Securities Dealers Automated Quotation System at market prices current at the
time of sale in "brokers' transactions" or in transactions directly with a
"market maker," as defined in paragraphs (f) and (g) of Rule 144 under the 1933
Act. The Company, in its sole discretion, may elect from time to time to waive
or amend this restriction.
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, 1996 and 1995 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, 1996,
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.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Company by Barry S. Swirsky, Esq., General Counsel
of the Company. Mr. Swirsky holds options to purchase 20,000 shares of the
Company's Common Stock, which are currently exercisable with respect to 1,333
shares.
10
<PAGE>
================================================================================
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>
<S> <C>
Available Information.............................................. 2
Incorporation of Certain
Information by Reference........................................... 2
Risk Factors....................................................... 3
The Company........................................................ 5
Selling Stockholders............................................... 7
Plan of Distribution............................................... 10
Experts............................................................ 10
Legal Matters...................................................... 10
</TABLE>
================================================================================
Nobel Education
Dynamics, Inc.
1,000,000 Shares of
Common Stock
------------------------
PROSPECTUS
------------------------
, 1997
================================================================================
<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>
<S> <C>
Registration Fee $ 2,595
Accountant's fees 6,000
Miscellaneous 2,000
-------
Total $10,595
</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 July 3, 1997.
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, John R. Frock and Brian Zwaan 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ A. J. Clegg Chairman of the Board July 3, 1997
- --------------------- of Directors, President and Chief
A. J. Clegg Executive Officer
/s/ Brian C. Zwaan Executive Vice President; July 3, 1997
- --------------------- Principal Financial Officer
Brian C. Zwaan
/s/ Yvonne DeAngelo Vice President - Finance and July 3, 1997
- --------------------- Administration and Secretary;
Yvonne DeAngelo Principal Accounting Officer
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Edward H. Chambers Director July 3, 1997
- ----------------------
Edward H. Chambers
/s/ John R. Frock Executive Vice President; Director July 3, 1997
- ----------------------
John R. Frock
/s/ Peter H. Havens Director July 3, 1997
- ----------------------
Peter H. Havens
/s/ Morgan R. Jones Director July 3, 1997
- ----------------------
Morgan R. Jones
Director July 3, 1997
- ----------------------
Janet L. Katz
/s/ John H. Martinson Director July 3, 1997
- ----------------------
John H. Martinson
/s/ Eugene G. Monaco Director July 3, 1997
- ----------------------
Eugene G. Monaco
</TABLE>
II-4
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -----------
<S> <C>
5 Opinion of Counsel re: legality.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Barry S. Swirsky, Esq. (contained in Exhibit 5)
</TABLE>
II-5
<PAGE>
EXHIBIT 5
Barry S. Swirsky
Nobel Education Dynamics, Inc.
Rose Tree Corporate Center II
1400 North Providence Road, Suite 3055
Media, PA 19063
July 3, 1997
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
----------------------------------
Gentlemen:
In connection with the registration of 1,000,000 shares of common stock, par
value $.001 per share (the "Shares") of Nobel Education Dynamics, Inc. (the
"Company") with the Securities and Exchange Commission ("SEC") on a Registration
Statement on Form S-3 filed with the SEC this date (the "Registration
Statement"), relating to the sales, if any, of the Shares by the selling
stockholders named therein, I have examined such documents, records and matters
of law as I have considered relevant. Based upon such examination, it is my
opinion that the Shares being registered are legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Barry S. Swirsky
General Counsel
<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 of our report, dated
February 10, 1997, except for Note 16 as to which the date is March 20, 1997, on
our audits of the consolidated financial statements of Nobel Education Dynamics,
Inc. and subsidiaries as of December 31, 1996 and 1995 and for the years ended
December 31, 1996, 1995 and 1994, which report is included in the Annual Report
on Form 10-K of Nobel Education Dynamics, Inc. We also consent to the reference
to our firm under the caption "Experts".
/s/ Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 3, 1997
