<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1997
Registration No. 333-21261
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
SYLVAN LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1492296
(State of Incorporation) (I.R.S. Employer Identification No.)
1000 Lancaster Street
Baltimore, Maryland 21202
(410) 843-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Douglas L. Becker
President, Co-Chief Executive Officer and Secretary
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21231
(410) 843-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Richard C. Tilghman, Jr., Esquire
Jill Cantor Nord, Esq.
Piper & Marbury
36 South Charles Street
Baltimore, Maryland 21201
(410) 539-2530
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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 in connection with dividend or interest
reinvestment plans, check the following box: [_]
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: [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Shares to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value $11,764,010 $3,565(1)
=============================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(b) and (o) of the Securities Act of
1933, as amended, and paid with the filing of the Registration Statement on
February 6, 1997.
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 sale +
+ of these securities in any jurisdiction in which such offer, solicitation +
+ or sale would be unlawful prior to registration or qualification under the +
+ securities laws of any such jurisdiction.] +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
February 18, 1997
PROSPECTUS
403,306 Shares
SYLVAN LEARNING SYSTEMS, INC.
Common Stock
___________
The shares of Common Stock of Sylvan Learning Systems, Inc. (the "Company")
covered by this Prospectus are outstanding shares which may be offered and sold
from time to time by the stockholders named herein. See "Selling Stockholders."
The Company will not receive any proceeds from the sale of the shares by the
Selling Stockholders.
The Common Stock is quoted on the Nasdaq Stock Market (National Market)
under the symbol "SLVN." On February 14, 1997 the last sale price for the Common
Stock as reported on the Nasdaq Stock Market was $37.00 per share.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "SLVN." The Selling Stockholders may from time to time sell shares of
the Common Stock offered hereby in transactions on the Nasdaq Stock Market, in
privately-negotiated transactions or otherwise, in each case at negotiated
prices. See "Plan of Distribution." The brokers or dealers through or to whom
the shares of Common Stock covered hereby may be sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933, in which event
all brokerage commissions or discounts and other compensation received by such
brokers or dealers may be deemed underwriting compensation.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE 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.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission, including the reports and
other information incorporated by reference into this Prospectus, can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission or from the Commission's Internet
web site at http:\\www.sec.gov. The Common Stock of the Company is quoted on the
Nasdaq National Market. Reports, proxy statements and other information
concerning the Company can be inspected at the offices of the Nasdaq Stock
Market, 1735 K Street, Washington, D.C. 20006. This Prospectus does not contain
all the information set forth in the Registration Statement of which this
Prospectus is a part and exhibits relating thereto which the Company has filed
with the Commission. Copies of the information and exhibits are on file at the
offices of the Commission and may be obtained, upon payment of the fees
prescribed by the Commission, may be examined without charge at the offices of
the Commission or through the Commission's Internet web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No. 0-
22844) pursuant to the 1934 Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995 and Quarterly Reports on Form 10-Q for each of the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
2. The Company's Current Report on Form 8-K dated September 27, 1996,
relating to the Company's declaration of a three-for-two stock split in the form
of a stock dividend and the adoption of a Shareholder Rights Plan and the
Company's Registration Statement on Form 8-A, filed on October 29, 1996,
registering the Preferred Share Purchase Rights to be distributed in connection
with the Company's Shareholder Rights Plan.
3. The Company's Current Report on Forms 8-K and 8-K/A dated November 8,
1996 relating to the purchase by the Company of 20,000 shares of Series A
Preferred Stock of JLC Learning Corporation.
4. The Company's Current Report on Form 8-K dated November 20, 1996 relating
to litigation brought by ACT, Inc. against the Company.
5. The Company's Current Report on Form 8-K dated January 28, 1997 relating
to the Company's acquisition of Wall Street Institute.
6. The description of Common Stock contained in Item 4 of the Company's
Registration Statement on Form 8-A, filed with the Commission under the 1934
Act; and
7. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of filing of the
Registration Statement of which this Prospectus is a part and prior to the
termination of the offering made hereby.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Sylvan Learning Systems, Inc., 1000 Lancaster Street,
Baltimore, Maryland 21231, Attention: Chief Financial Officer, telephone: (410)
843-8000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
-2-
<PAGE>
THE COMPANY
Sylvan Learning Systems, Inc. (the "Company" or "Sylvan") is a leading
international private provider of educational and computer-based testing
services. The Company delivers a broad array of supplemental and remedial
educational services and computer-based testing through three principal
divisions. Through its Core Educational Services division, the Company designs
and delivers individualized tutorial services to school-age children through its
608 franchised and Company-owned Sylvan Learning Centers in 50 states, five
Canadian provinces, and Hong Kong. The Company's Testing Services division
administers computer-based tests for major corporations, professional
associations and government agencies through its network of centers ("Technology
Centers"), which are located throughout the world. In addition, the Company's
Contract Educational Services division offers educational services to public and
non-public school districts receiving funding under federal and state programs
and provides contract educational and training services on-site to employees of
large corporations. In 1995, total system-wide revenues were approximately
$194.1 million, composed of $132.1 million from core educational services
($115.3 million from franchised Learning Centers and $16.8 million from Company-
owned Learning Centers, product sales and franchise sales fees), $34.6 million
from testing services and $27.4 million from contract educational services.
Sylvan has developed a proprietary program that enables professionals
throughout the Sylvan Learning Center network to deliver consistent, high
quality, individualized tutoring. During the 15 years of Sylvan Learning Center
operations, more than 600,000 students have completed the Sylvan tutorial
program. From the end of 1991, during which year the current management of the
Company assumed control, through 1995, average monthly royalties from franchised
Learning Centers grew approximately 65%, primarily because of a wider array of
services offered and increased student enrollment.
Sylvan began providing computer-based testing services in 1992. The
Company's testing services revenues grew from $3.6 million in 1993 to $34.6
million in 1995. With its acquisition of Drake Prometric, L.P. in December
1995, Sylvan has established a worldwide network of computer-based testing
centers and has the current capacity to deliver more than 1.6 million computer-
based tests annually through 1,218 Technology Centers. The Company serves as
the exclusive commercial provider of computer-based standardized tests currently
administered by Educational Testing Service ("ETS"), the leading educational
testing organization in the United States. ETS develops and administers more
than 9.5 million tests annually. The Company currently offers the Graduate
Record Exam ("GRE"), the registered and practical nurses licensing exam
("NCLEX") and the National Teachers Exam (the "PRAXIS" series). Sylvan expects
to begin offering the computer-based version of the Graduate Management
Admissions Test ("GMAT"), the graduate business school entrance examination, in
October 1997. In addition, the Company entered into a ten-year contract with
ETS to develop test sites and provide computer-based testing internationally,
and initial testing under this contract began in early 1995. ETS has stated its
intention to make computer-based testing available through Sylvan in 170
countries by 1997. The Company also offers computer-based tests for
organizations licensing or certifying pilots, airplane mechanics, life insurance
agents and pathology laboratory technicians and recently began offering
computer-based tests for Novell certification.
Sylvan offers its educational services under contract to public and non-
public school districts receiving funds under federal and state educational
programs. The Company's revenues from contract educational services grew from
$13.6 million to $27.4, or 102%, from 1994 to 1995. The Title I program,
administered by the U.S. Department of Education, allocated approximately $6.6
billion during the 1995-96 school year to local school districts through state
governments to provide supplemental and remedial educational services to
academically and economically disadvantaged students attending public and non-
public schools. As of December 31, 1995, the Company had contracts to provide
remedial educational services to an aggregate of 52 public schools located in
Baltimore and other Maryland school districts, the District of Columbia, Ohio,
Pennsylvania, Texas, Florida, Minnesota, Delaware, New Jersey and, pursuant to a
contract executed in July 1995, Chicago, Illinois. In addition, Sylvan offers
its contract educational services to adults in the corporate workplace through
its PACE subsidiary and its Sylvan-At-Work program.
-3-
<PAGE>
The Company's principal executive offices are located at 1000 Lancaster
Street, Baltimore, Maryland 21202, (410)843-8000.
USE OF PROCEEDS
All of the proceeds from the sale of the shares of the Company's Common Stock
offered hereby will be received by the Selling Stockholders. The Company will
receive none of the proceeds from the sale of the shares of Common Stock.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership
of the Company's Common Stock by the persons listed therein (the "Selling
Stockholders") prior to this offering, the maximum number of shares of Common
Stock to be sold by the Selling Stockholders hereby, and the beneficial
ownership of the Company's Common Stock by the Selling Stockholders after this
offering, assuming that all shares of Common Stock offered hereby are sold.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Shares To Owned After Offering
--------------------------- Be Sold In ------------------------
Name and Address of Beneficial This
Owner(1) Number Percent Offering Number Percent
- -------------------------------- ------------ ----------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C>
Nicholas R. and Janet K. Eian........... 37,500 * 18,750 18,750 *
c/o Rachel E. Soffer, Esq.
Petersen, Tews & Squires, P.A.
4800 I D S Center, 80 S. 8th Street
Minneapolis, MN 55402
Bruce L. Goldman (1)(2)................. 153,813 * 126,587 27,226 *
Jill E. Becker (1)...................... 136,304 * 126,587 9,717 *
Kathy J. Taslitz (1)(2)................. 109,278 * 99,561 9,717 *
K JT Annuity Trust U/A/D/12/15/93(1).... 27,046 * 27,026 -- --
The Baltimore Children's Museum, Inc.... 4,795 * 4,795 -- --
34 Market Plaza, Suite 905
Baltimore, Maryland 21202
- -------------
</TABLE>
* Less than 1%.
(1) The address of this stockholder is c/o Goldman Acquisition Corp., 650
Dundee Road, Northbrook, Illinois 60062.
(2) Excludes shares held of record by the KJT Annuity Trust U/A/D/12/15/93, as
to which Mr. Goldman and Ms. Taslitz disclaim beneficial ownership. Mr.
Goldman and Mr. Steven Taslitz, Ms. Taslitz's husband, serve as co-trustees
of the KJT Annuity Trust U/A/D/12/15/93.
Nicholas R. and Janet K. Eian (the "Jannick Stockholders") acquired their
shares of Common Stock pursuant to an Agreement and Plan of Reorganization
effective as of October 1, 1996 (the "Jannick Agreement"), by and among the
Company, Jannick Education Corporation ("Jannick") and the Jannick Stockholders,
as sole stockholders of Jannick.
-4-
<PAGE>
Pursuant to the Jannick Agreement, Jannick was merged with and into the Company,
and the Company acquired all of the outstanding stock of Jannick from the
Jannick Stockholders in exchange for 25,000 shares of Common Stock of the
Company, all of which are being offered in this Prospectus, as required by the
Jannick Agreement. [As a result of the Company's acquisiton, Ms. Janet K. Eian
became and continues to be an employee of the Company.][Neither of the Jannick
Stockholders nor any of their affiliates is an officer, director, employee or
affiliate of of the Company.]
Mr. Bruce Goldman, Ms. Jill E. Becker, Ms. Kathy J. Taslitz and the KJT
Annuity Trust U/A/D/12/15/93 (collectively, the "Goldman Stockholders") acquired
an aggregate of 380,030 shares of Common Stock pursuant to the Agreement and
Plan of Reorganization by and between Goldman Acquisition Corp. ("Goldman"), the
Company and the stockholders of Goldman (the "Goldman Agreement"). Pursuant to
the Goldman Agreement, Sylvan acquired all of the assets and certain liabilities
of Goldman in exchange for 633,383 shares of Sylvan Common Stock, immediately
after which Goldman was dissolved and the shares of Sylvan Common Stock were
distributed to the Goldman Stockholders and Messrs. Douglas L. Becker and R.
Christopher Hoehn-Saric, the other stockholders of Goldman. Messrs. Becker and
Hoehn-Saric are Co-Chief Executive Officers of Sylvan. Upon its dissolution,
Goldman distributed 126,676 shares of Sylvan Common Stock to each of
Messrs.Becker and Hoehn-Saric, none of which are being offered hereby. All
shares of Sylvan Common Stock distributed by Goldman to the Goldman Stockholders
pursuant to the Goldman Agreement are being offered in this Prospectus, as
required by the Goldman Agreement.
The Baltimore Children's Museum, Inc. acquired the shares of Sylvan Common
Stock it is offering hereby on October 2, 1996, as a gift from the 1995 Nasser
J. Kazeminy Revocable Trust, a trust controlled by Mr. Nasser J. Kazeminy, a
principal stockholder of Sylvan.
PLAN OF DISTRIBUTION
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "SLVN." The Selling Stockholders may from time to time sell shares of
Common Stock offered hereby in transactions on the Nasdaq Stock Market, in
privately-negotiated transactions or otherwise, in each case at negotiated
prices. The broker-dealers through or to whom the shares of Common Stock offered
hereby may be sold may be deemed "underwriters" within the meaning of the
Securities Act of 1933, in which event, all brokerage commissions or discounts
and other compensation received by such broker-dealer may be deemed underwriting
compensation.
The Common Stock offered hereby will be sold by the Selling Stockholders
acting as principal for their own account, and the Company will receive no
proceeds from this offering. The Selling Stockholders will pay all applicable
stock transfer taxes, transfer fees and brokerage commissions or discounts. The
Company has agreed to bear the cost of preparing the Registration Statement of
which this Prospectus is a part and all filing fees and legal and accounting
expenses in connection with registration of the shares of Common Stock offered
by the Jannick Stockholders hereby under federal and state securities laws (the
"Registration Fees"). The Goldman Stockholders have agreed to pay the Company
that portion of the Registration Fees that are attributable to the shares of
Common Stock being offered hereby by the Goldman Stockholders.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for the
Company by Piper & Marbury L.L.P., Baltimore, Maryland.
EXPERTS
The consolidated financial statements and schedule of Sylvan Learning
Systems, Inc. appearing in the Annual Report of Sylvan Learning Systems, Inc.
(Form 10-K) for the year ended December 31, 1995 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
-5-
<PAGE>
================================================================================
403,306 Shares
SYLVAN LEARNING
SYSTEMS, INC.
Common Stock
PROSPECTUS
, 1997
No person has been authorized by the Company to give any information or to
make any representations other than those contained in this Prospectus in
connection with the offer contained in this Prospectus, and if given or made,
such information or representations may 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 in any jurisdiction
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall create an implication that
there has been no change in the affairs of the Company since the date hereof.
-------------------------------
TABLE OF CONTENTS
Page
----
Available Information..................................................... 2
Incorporation of Certain
Documents by Reference................................................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 4
Selling Stockholders...................................................... 4
Plan of Distribution...................................................... 4
Legal Matters............................................................. 5
Experts................................................................... 5
================================================================================
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this
Registration Statement. The Company will pay all expenses of the offering. All
of such expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
<S> <C>
Filing Fee-Securities and Exchange Commission.......... $ 3,565
Nasdaq Listing Fees.................................... 12,677
Fees and Expenses of Counsel........................... 7,500
Miscellaneous Expenses................................. 1,258
-------
TOTAL................................................. $25,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Company's Charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of the Company shall have any liability
to the Company or its stockholders for monetary damages. The Maryland General
Corporation Law provides that a corporation's charter may include a provision
which restricts or limits the liability of its directors or officers to the
corporation or its stockholders for money damages except: (1) to the extent that
it is provided that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Company's
Charter and By-laws provide that the Company shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland General Corporation Law and that the Company shall
indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.
The Charter and By-laws provides that the Company will indemnify its
directors and officers and may indemnify employees or agents of the Company to
the fullest extent permitted by law against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Company. In addition, the Company's Charter provides that its
directors and officers will not be liable to stockholders for money damages,
except in limited instances. However, nothing in the Charter or By-laws of the
Company protects or indemnifies a director, officer, employee or agent against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. To the extent that a director has been
successful in defense of any proceeding, the Maryland General Corporation Law
provides that he shall be indemnified against reasonable expenses incurred in
connection therewith.
II-1
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
3.1 Articles of Amendment and Restatement*
3.2 Amended and Restated By-Laws*
4.1 Specimen Stock Certificate*
4.2 Stockholders' Agreement dated as of January 26, 1993 by and
among the Registrant, Certain Stockholders and the Investors
named therein.*
4.3 Agreement and Plan of Reorganization dated as of October 1,
1996 by and among the Registrant, Jannick Education
Corporation and the stockholders named therein.**
4.4 Agreement and Plan of Reorganization dated as of January 31,
1997 by and among the Registrant, Goldman Acquisition Corp.
and the stockholders named therein.**
5.1 Opinion of Piper & Marbury L.L.P. regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney**
- --------------
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558), filed on September 28, 1993.
** Previously filed.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes 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 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 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.
(b) 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 Act 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, suite 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
II-2
<PAGE>
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 Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(d) 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, as amended (the "Securities Act");
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs in contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by reference
in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act, 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.
II-3
<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 or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland, on this 17th day of February, 1997.
SYLVAN LEARNING SYSTEMS, INC.
By /s/ R. Christopher Hoehn-Saric
---------------------------------------------
R. Christopher Hoehn-Saric, Chairman of the
Board and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Co-Chief Executive Officer and Chairman of the
/s/ R. Christopher Hoehn-Saric Board of Directors (Principal Executive Officer) February 17, 1997
- ------------------------------
R. Christopher Hoehn-Saric
Co-Chief Executive Officer President,
/s/ Douglas L. Becker Secretary and Director February 17, 1997
- ---------------------------
Douglas L. Becker
Chief Financial Officer (Principal Financial
/s/ B. Lee McGee and Accounting Officer) February 17, 1997
- ---------------------------
B. Lee McGee
/s/ Donald V. Berlanti* Director February 17, 1997
- --------------------------
Donald V. Berlanti
Director , 1997
- --------------------------
R. William Pollock
Director , 1997
- --------------------------
Patrick A. Hopf
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director , 1997
- --------------------------
J. Phillip Samper
/s/ Nancy A. Cole* Director February 17, 1997
- --------------------------
Nancy A. Cole
/s/ James H. McGuire* Director February 17, 1997
- --------------------------
James H. McGuire
/s/ Douglas L. Becker
- --------------------------
* By: Douglas L. Becker,
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Articles of Amendment and Restatement*
3.2 Amended and Restated By-Laws*
4.1 Specimen Stock Certificate*
4.2 Stockholders' Agreement dated as of January 26, 1993 by and
among the Registrant, Certain Stockholders and the Investors
named therein.*
4.3 Agreement and Plan of Reorganization dated as of
October 1, 1996 by and among the Registrant, Jannick
Education Corporation and the stockholders named therein.**
4.4 Agreement and Plan of Reorganization dated as of
January 31, 1997 by and among the Registrant, Goldman
Acquisition Corp. and the stockholders named therein.**
5.1 Opinion of Piper & Marbury L.L.P. regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young L.L.P.
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney**
- -------------------
</TABLE>
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558), filed on September 28, 1993.
** Previously filed.
II-6
<PAGE>
EXHIBIT 5.1
-----------
[LETTERHEAD OF PIPER & MARBURY L.L.P. APPEARS HEAR]
February 18, 1997
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21201
Re: Registration Statement on Form S-3
----------------------------------
Dear Sirs:
We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 403,306 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), which were previously issued by the Company and are
being registered for resale by the holders thereof.
In this capacity, we have examined the Company's Charter and By-Laws,
the proceedings of the Board of Directors of the Company relating to the
issuance of the Shares and such other documents, instruments and matters of
law as we have deemed necessary to the rendering of this opinion. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise you that each
of the Shares described in the Registration Statement has been duly
authorized and validly issued and is fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
PIPER & MARBURY L.L.P.
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-21261) and related Prospectus of
Sylvan Learning Systems, Inc. for the registration of 403,306 shares of its
common stock and to the incorporation by reference therein of our report dated
February 16, 1996, with respect to the consolidated financial statements and
schedule of Sylvan Learning Systems, Inc. and subsidiaries included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Baltimore, MD
February 13, 1997
