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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOBEL LEARNING COMMUNITIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 22-2465204
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1400 N. Providence Road, Suite 3055, Media, PA 19063
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series A Junior Participating Nasdaq National Market
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 16, 2000 (the "Rights Dividend Declaration Date"), the Board of
Directors of Nobel Learning Communities, Inc., a Delaware corporation (the
"Company"), declared a dividend of one right (a "Right") for each outstanding
share of Common Stock (as hereinafter defined). As used herein, Common Stock
shall mean the Common Stock, par value $.001 per share, of the Company. Common
Stock shall also mean the Company's Series A Preferred Stock, par value $.001
per share, Series C Preferred Stock, par value $.001 per share, and Series D
Preferred Stock, par value $00.1 per share, on an as-converted basis. The
dividend is payable on June 1, 2000 (the "Record Date") to stockholders of
record of shares of Common Stock at the close of business on the Record Date.
The Board of Directors of the Company also authorized the issuance of one Right
for each share of Common Stock issued after the Record Date and prior to the
earliest of the Distribution Date (as defined below), the redemption of the
Rights and the expiration of the Rights. Except as set forth below and subject
to adjustment as provided in the Rights Agreement (as defined below), each Right
entitles the registered holder thereof to purchase from the Company one one-
hundredth of a share of Series A Junior Participating Preferred Stock (the
"Preferred Stock") of the Company, at an exercise price of $18.00 per Right (the
"Purchase Price"). The description and terms of the Rights are set forth in a
rights agreement, dated as of May 16, 2000 (the "Rights Agreement"), between the
Company and Stocktrans, Inc., a Pennsylvania corporation, as rights agent (the
"Rights Agent").
Initially, the Rights will not be exercisable, certificates will not
be sent to stockholders and the Rights will automatically trade with the shares
of Common Stock.
The Rights will separate from the Common Stock and a Distribution Date
will occur upon the earlier of (A) the close of business on the tenth day after
the first date of a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire beneficial
ownership of (i) thirteen percent (13%) or more of the shares of Common Stock
then outstanding, in the case of a person or group that as of May 16, 2000 is a
beneficial owner of ten percent (10%) or less of the Common Stock outstanding as
of May 16, 2000, (ii) an additional three percent (3%) of the Common Stock then
outstanding, in the case of a person or group that as of May 16, 2000 is a
beneficial owner of greater than ten percent (10%), but less than seventeen
percent (17%), of the Common Stock outstanding as of May 16, 2000, (iii) twenty
percent (20%) or more of the Common Stock then outstanding, in the case of a
person or group that as of May 16, 2000 is beneficial owner of at least
seventeen percent (17%), but no greater than twenty percent (20%), of the Common
Stock outstanding as of May 16, 2000 or (iv) a greater percentage of the Common
Stock then outstanding than is currently owned by such person or group, in the
case of a person or group that as of May 16, 2000 is a beneficial owner of
twenty percent (20%) or more of the Common Stock outstanding as of May 16, 2000
(the date of such announcement being the "Stock Acquisition Date" and the person
or persons acquiring the applicable percentages or more of outstanding Common
Stock being an "Acquiring Person"), or (B) the close of business on the tenth
business day (or such later date as the Board shall determine) after the date
that a tender or exchange offer by a person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or of any
subsidiary of the Company, or any person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan) is
first published, sent or given, if
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upon consummation thereof, such person would become an Acquiring Person (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for shares of Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and, unless
earlier redeemed by the Company as described below, will expire at the earlier
of the close of business on May 31, 2010 or the effective time of the merger of
the Company with Acquisition pursuant to the Merger Agreement.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. All shares of Common Stock issued
prior to the Distribution Date will be issued with Rights. Shares of Common
Stock issued after the Distribution Date will be issued with Rights if such
shares are issued pursuant to the exercise of stock options or under an employee
benefit plan, or upon the conversion of securities issued after adoption of the
Rights Agreement. Except as otherwise determined by the Board of Directors, no
other shares of Common Stock issued after the Distribution Date will be issued
with Rights.
In the event that any person at any time after the Rights Dividend
Declaration Date shall become an Acquiring Person (except pursuant to an offer
for all outstanding shares of Common Stock which the independent directors
determine to be fair to and otherwise in the best interests of the Company and
its shareholders), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the Exercise Price of the Right. The Exercise Price is the Purchase Price
multiplied by the number of shares of Common Stock issuable upon exercise of a
Right prior to any of the events described in this paragraph (initially, one).
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $18.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $36.00
worth of Common Stock (or other consideration, as noted above) for $18.00.
Assuming that the Common Stock had a per share value of $1.80 at such time, the
holder of each valid Right would be entitled to purchase 20 shares of Common
Stock for $18.00.
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In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction, (ii) any person merges with and into the Company and the Company
shall be the surviving entity and in connection with the merger all or a part of
the Company's common stock shall be changed into or exchanged for other
securities, cash or other property, or (iii) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. Clauses (i) and (ii)
of the preceding sentence will not apply to a merger which follows an offer
approved by the independent directors in the manner described in the second
preceding paragraph. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for shares of Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date or the
Final Expiration Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (payable, at the election of the Company, in
cash, Common Stock or such other consideration as the Board of Directors may
determine). If the Board of Directors authorizes redemption of the Rights on or
after the time a person becomes an Acquiring Person or on or after the date of a
change in a majority of the directors in office at the commencement of a proxy
or consent solicitation if it is determined that any person who is a participant
in such solicitation intends to take, or may consider taking, any action which
would result in such person becoming an Acquiring Person or which would cause
the occurrence of a Triggering Event, then such redemption must be authorized by
a majority of the Continuing Directors. Continuing Directors are directors who
are not Acquiring Persons or representatives, affiliates or associates of an
Acquiring Person, and were members of the Board of Directors prior to the date
of this Agreement, or recommended or approved by a majority of such persons and
the persons whom they have recommended or approved. In addition, at any time
after any person becomes an Acquiring Person, at the election of the Board of
Directors of the Company, the outstanding Rights (other than those beneficially
owned by an Acquiring Person or an affiliate or associate of an Acquiring
Person) may be exchanged, in whole or in part, for shares of Common Stock at an
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exchange ratio of one share of Common Stock per Right. Immediately upon the
action of the Board of Directors of the Company authorizing any such exchange,
and without any further action or any notice, the Rights (other than Rights
which are not subject to such exchange) will terminate and the Rights will only
enable holders to receive the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of the Rights, supplement or amend any provision of
the Rights Agreement. Thereafter, the Rights Agreement may be amended only to
cure ambiguities, to correct inconsistent provisions, to shorten or lengthen any
time period thereunder (which lengthening or shortening may be subject to
approval by a majority of the Continuing Directors) or in ways that do not
adversely affect the Rights holders (other than an Acquiring Person). From and
after the Distribution Date, the Rights Agreement may not be amended to lengthen
(A) a time period relating to when the Rights may be redeemed at such time as
the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights (other than an Acquiring
Person).
Each share of outstanding Common Stock on May 16, 2000 will have one
Right attached thereto. Until the Distribution Date, the Company will issue one
Right with each share of Common Stock that shall become outstanding so that all
such shares will have attached Rights.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
Accordingly, the existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers. However, the Rights are not intended to
prevent a takeover, but rather are designed to enhance the ability of the Board
of Directors to negotiate with an acquiror on behalf of all of the shareholders.
In addition, the Rights should not interfere with a proxy contest.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Certificate
of Designations, Preferences and Rights of Series A Junior Participating
Preferred Stock and as Exhibit B the Form of Rights Certificate, is attached
hereto as an exhibit and incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
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Item 2 Exhibits.
Exhibit Number Description of Exhibit
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1.1 Rights Agreement, dated as of May 16, 2000, between Nobel
Learning Communities, Inc. and Stocktrans, Inc., as
Rights Agent, which includes as Exhibit B thereto the
Form of Right Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused the registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
NOBEL LEARNING COMMUNITIES, INC.
By: /s/ John R. Frock
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Name: John R. Frock
Title: Vice President, Operations
Date: May 30, 2000
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EXHIBIT INDEX
Exhibit No.,
As provided
in Item 601
Exhibit Number Description
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1.1 Rights Agreement, dated as of May 16, 2000, between Nobel
Learning Communities, Inc. and Stocktrans, Inc., as
Rights Agent, which includes as Exhibit B thereto the Form
of Right Certificate.
