As filed with the Securities and Exchange Commission on September 14, 1998
Registration Nos.: 33-77390
333-21963
-------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Lancaster Street
Baltimore, Maryland 21202
(Address of principal executi (Zip Code)
1993 Employee Stock Option Plan
Employee Stock Purchase Plan
(Full title of plans)
(Name, address and telephone (Copy to:)
number of agent for service)
Douglas L. Becker Richard C. Tilghman, Jr., Esquire
Sylvan Learning Systems, Inc. Piper & Marbury L.L.P.
1000 Lancaster Street 36 South Charles Street
Baltimore, Maryland 21202 Baltimore, Maryland 21201
(410) 843-8000 (410) 539-2530
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(2) Price(2) Fee(2)
- -------------------------------------------------------------------------------
Common Stock,
$.01 par value(1) 750,000(3) $22.4375 $16,828,125 $4,964.30
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be issuable by reason of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the daily high and low sale prices of Sylvan Learning
Systems, Inc. Common Stock reported on the Nasdaq National Market on September
11, 1998.
(3) 600,000 shares of Common Stock relate to the 1993 Employee Stock
Option Plan and 150,000 shares of Common Stock relate to the Employee Stock
Purchase Plan.
<PAGE>
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the
Registration Statements filed by Sylvan Learning Systems, Inc. (the "Company")
under Registration Numbers 33-77390 and 333-21963, with respect to securities
offered pursuant to the Company's 1993 Employee Stock Option Plan and the
Employee Stock Purchase Plan, as amended, are hereby incorporated by reference.
In addition, the following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") (File No. 0-22844)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and Quarterly Reports on Forms 10-Q for each
of the quarters ended March 31, 1998 and June 30, 1998, except
as superceded by (2) below.
2. The Company's Current Report on Form 8-K dated July 29, 1998,
relating to the restatement of the Company's consolidated
financial statements for each of the three years in the period
ended December 31, 1997 and for the quarters ended March 31,
1998 and 1997 to give retroactive effect to the Company's
merger with Aspect International Language Schools, B.V. and
subsidiaries.
3. The Company's Current Report on Form 8-K dated March 11, 1998,
relating to the restatement of the Company's selected
financial data schedule to give effect to the Company's
adoption of Statement of Financial Accounting Standards No.
128, Earnings Per Share as of December 31, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
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 Registration Statement 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 Registration
Statement.
Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of
the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Smith, Lange & Phillips LLP
23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland on the 14th day of
September, 1998.
SYLVAN LEARNING SYSTEMS, INC.
By: 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, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Co-Chief Executive Officer
R. Christopher Hoehn-Saric and Chairman of the Board of September 14, 1998
- --------------------------- Directors (Principal Executive
R. Christopher Hoehn-Saric Officer)
Co-Chief Executive Officer
* President, Secretary and September 14, 1998
- --------------------------- Director
Douglas L. Becker
Chief Financial Officer
* (Principal Financial and
- --------------------------- Accounting Officer) September 14, 1998
B. Lee McGee
* Director September 14, 1998
- ---------------------------
R. William Pollock
* Director September 14, 1998
- ---------------------------
J. Phillip Samper
* Director September 14, 1998
- ----------------------------
James H. McGuire
* By: R. Christopher Hoehn-Saric
-----------------------------
R. Christopher Hoehn-Saric
Attorney-in Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of
the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Smith, Lange & Phillips LLP
23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
<PAGE>
Exhibit 5.1
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530
FAX: 410-539-0489
September 10, 1998
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission of Post-Effective Amendment No. 1 to the
Registration Statements on Form S-8 (File Numbers 33-77390 and 333-21963 (the
"Registration Statement") registering 750,000 shares of Common Stock, par value
$.01 per share ("Plan Shares"), issuable pursuant to the exercise of stock
options granted under the 1993 Employee Stock Option Plan (the "Stock Option
Plan") and the purchase of shares of Common Stock under the Employee Stock
Purchase Plan (together with the Stock Option Plan, the "Plans").
We have examined copies of the Company's Amended and Restated Certificate
of Incorporation, By-Laws, the Plans, all resolutions adopted by the Company's
Board of Directors relating to the above and other records and documents that we
have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for this opinion. In our examination, we have assumed
the genuineness of all signatures and the conformity to original documents of
all copies submitted to us. As to various questions of fact material to this
opinion, we have relied on statements and certificates of officers and
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Plan Shares
issuable under the Plans have been duly authorized and will be (when issued,
sold and delivered as authorized) validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the laws
of the State of Maryland and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-________) of Sylvan Learning Systems, Inc. for the registration of
750,000 shares of its common stock pertaining to the 1993 Employee Stock
Purchase Plan and the 1993 Stock Option Plan of our report dated July 28, 1998
with respect to the consolidated financial statements of Sylvan Learning
Systems, Inc. included in its Current Report on Form 8-K dated July 29, 1998,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
September 8, 1998
<PAGE>
CONSENT OF DELOITTE & TOUCHE
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc. on Form S-8 of our report dated July 27, 1998,
with respect to the consolidated financial statements of Anglo-World Education
(UK) Limited and Subsidiaries included in Sylvan Learning Systems, Inc.'s
Current Report on Form 8-K dated July 29, 1998.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Southampton
United Kingdom
September 10, 1998
<PAGE>
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc. on Form S-8 of our reports dated March 14, 1997
(relating to the financial statements of Independent Child Study Teams, Inc. and
I-R, Inc. not presented herein) appearing in the Annual Report on Form 10-K, of
Sylvan Learning Systems, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
September 4, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF SMITH, LANGE & PHILLIPS LLP
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc. on Form S-8 of our reports listed below appearing
in Sylvan Learning Systems, Inc.'s Current Report on Form 8-K dated July 29,
1998.
Fiscal Year Report Dated
- ----------- ------------
September 30, 1995 June 11, 1998
September 30, 1996 December 10, 1996
September 30, 1997 December 7, 1997
COMPANY NAME: Smith, Lange & Phillips LLP
/s/ Smith, Lange & Phillips LLP
DATE: September 8, 1998
