<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31,1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT ON 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 OFFICE)
DOUGLAS L. BECKER, PRESIDENT
SYLVAN LEARNING SYSTEMS, INC.
1000 LANCASTER STREET
BALTIMORE, MARYLAND 21202
(410) 843-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
RICHARD C. TILGHMAN, JR. MICHAEL J. SILVER
PIPER & MARBURY L.L.P. HOGAN & HARTSON L.L.P.
36 SOUTH CHARLES STREET 111 SOUTH CALVERT STREET
BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21202
(410) 539-2530 (410) 659-2700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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: [X] 333-31273
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: [X]
CALCULATION OF REGISTRATION FEE
===============================================================================
TITLE OF PROPOSED MAXIMUM
SHARES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE REGISTRATION FEE (1)
------------------ ----------------
264,500 SHARES OF COMMON
STOCK, $.01 PAR VALUE $ 9,918,750 $ 3,006
===============================================================================
(1) This amount was paid on July 31, 1997 with Pre-Effective Amendment No. 1 to
the Registration Statement (No. 333-31273).
<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional
264,500 shares of Common Stock of Sylvan Learning Systems, Inc., and includes
the registration statement facing page, this page, the signature page, an
exhibit index, an accountants' consent and an Exhibit 5 legal opinion. Pursuant
to Rule 462(b), the contents of the registration statement on Form S-3 (File No.
333-31273) of Sylvan Learning Systems, Inc., including the exhibits thereto, are
incorporated by reference into this registration statement.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 31st day of July 31, 1997.
SYLVAN LEARNING SYSTEMS, INC.
By /s/ R. Christopher Hoehn-Saric
-------------------------------------------------
R. Christopher Hoehn-Saric, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or Amendment has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------ ------------------------------------ -------------
<S> <C> <C>
Chief Executive Officer, and
Chairman of the Board of Directors
/s/ R. Christopher Hoehn-Saric (Principal Executive Officer) July 31, 1997
- ------------------------------
R. Christopher Hoehn-Saric
/s/ B. Lee McGee Chief Financial Officer (Principal
- ------------------------------ Financial and Accounting Officer) July 31, 1997
B. Lee McGee
/s/ Douglas L. Becker President, Secretary and Director July 31, 1997
- ------------------------------
Douglas L. Becker
/s/ ** Director July 31, 1997
- ------------------------------
J. Phillip Samper
/s/ Director July 31, 1997
- ------------------------------
Nancy S. Cole
/s/ ** Director July 31, 1997
- ------------------------------
R. William Pollock
/s/ ** Director July 31, 1997
- ------------------------------
James H. McGuire
/s/ Director July 31, 1997
- ------------------------------
Rick Inatome
/s/ ** Director July 31, 1997
- ------------------------------
Donald V. Berlanti
**By: /s/ R. Christopher Hoehn-Saric
------------------------------
R. Christopher Hoehn-Saric
Attorney-In-Fact
</TABLE>
-2-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
5.01 Opinion of Piper & Marbury L.L.P.
23.01 Consent of Ernst & Young LLP
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Canterelli & Vernoia
23.04 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.01)
24.01 Power of Attorney*
- ----------
</TABLE>
* Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (No. 333-31273) filed on July 15, 1997.
-3-
<PAGE>
EXHIBIT 5.01
------------
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
BALTIMORE, MARYLAND 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
July 31, 1997
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21202
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 to register additional shares (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 up to 287,500 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share. Certain of the Shares are to
be issued and sold by the Company (the "Company Shares"), certain of the shares
have been previously issued by the Company and are being sold for the account of
the holders thereof (the "Stockholder Shares") and certain of the Shares (the
"Warrant Shares") are to be issued and sold upon exercise of outstanding
warrants (the "Warrants") held by certain warrant holders of the Company.
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 Company Shares, the Stockholder Shares and the Warrant Shares, 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 (i)
the Company Shares described in the Registration Statement have been duly
authorized and, upon sale of such Company Shares as contemplated by the
Registration Statement, will have been validly and legally issued, and will be
fully paid and nonassessable; (ii) the Stockholder Shares described in the
Registration Statement have been duly authorized and are validly issued, fully
paid and nonassessable; and (iii) the Warrant Shares have been duly authorized
and, upon due exercise of the Warrants, will have been validly and legally
issued and will be fully paid and non-assessable.
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 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Rule 462(b) Registration
Statement (Form S-3 No. 333- ) and related Prospectus of Sylvan Learning
Systems, Inc. for the registration of an additional 264,500 shares of its common
stock and to the incorporation by reference therein of our report dated July 10,
1997 with respect to the consolidated financial statements and schedule of
Sylvan Learning Systems, Inc. included in its Current Report on Form 8-K dated
July 15, 1997, filed with the Securities and Exchange Commission.
Baltimore, Maryland /s/ Ernst & Young LLP
July 29, 1997
<PAGE>
Exhibit 23.02
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the use of our reports on the financial statements of Independent
Child Study Teams, Inc. and I-R, Inc., dated March 14, 1997, appearing in the
Prospectus, which is part of this Registration Statement, and to the reference
to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
July 29, 1997
<PAGE>
Exhibit 23.03
CONSENT OF CANTERELLI & VERNOIA, CPAS,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated April 25, 1995 and May 10, 1995, with respect to the
financial statements of I-R, Inc. and Independent Child Study Teams, Inc.,
respectively, included in the Rule 462(b) Registration Statement (Form S-3
No. 333- ) and related Prospectus of Sylvan Learning Systems, Inc. for the
registration of an additional 264,500 shares of its common stock.
/s/ Canterelli & Vernoia, CPAs
Somerville, New Jersey
July 29, 1997
