<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE REGISTRATION NO. 333-67727
COMMISSION ON DECEMBER 4, 1998
================================================================================
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 21202
(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
PIPER & MARBURY L.L.P.
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: [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>
============================================================================================================
<S> <C> <C>
TITLE OF SHARES TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE $17,617,998 $4,898 (1)
============================================================================================================
</TABLE>
(1) Paid with the filing of this Registration Statement on Form S-3 on
November 23, 1998.
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>
SUBJECT TO COMPLETION
DECEMBER 4, 1998
PROSPECTUS
614,135 SHARES
SYLVAN LEARNING SYSTEMS, INC.
COMMON STOCK
___________
The shares of common stock of Sylvan Learning Systems, Inc. covered by this
Prospectus are outstanding shares which may be offered and sold by the
stockholders named herein. Sylvan will not receive any proceeds from the sale
of the shares by the selling stockholders.
The common stock is quoted on the Nasdaq National Market under the symbol
"SLVN." On December 3, 1998, the last sale price for the common stock as
reported on the Nasdaq Stock Market was $27.5625 per share.
The selling stockholders may 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. 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.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
[The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is prohibited.]
<PAGE>
AVAILABLE INFORMATION
Sylvan 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 Sylvan 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 Sylvan is quoted on the Nasdaq National
Market. Reports, proxy statements and other information concerning Sylvan 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 Sylvan 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 Sylvan with the Commission
(File No. 0-22844) pursuant to the 1934 Act are incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1997, as
amended by its Annual Report on Form 10-K/A;
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
(iii) Current Report on Form 8-K dated July 29, 1998, relating to the
restatement of Sylvan'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 Sylvan's merger with Aspect
International Language Schools, B.V. and subsidiaries ("Aspect");
(iv) Current Report on Form 8-K dated March 11, 1998, relating to the
restatement of Sylvan's selected financial data schedule to give effect to
Sylvan's adoption of Statement of Financial Accounting Standards No. 128,
Earnings Per Share as of December 31, 1997;
(v) the description of common stock contained in Item 4 of Sylvan's
Registration Statement on Form 8-A, filed with the Commission under the 1934
Act; and
(vi) all other documents filed by Sylvan 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.
Sylvan 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 21202, 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.
<PAGE>
THE COMPANY
Sylvan is the leading provider of educational services to families, schools
and industry. Sylvan provides lifelong educational services through three
divisions: Sylvan Learning Centers, Sylvan Prometric and Sylvan Contract
Educational Services. Sylvan Learning Centers provides personalized
instructional services to kindergarten through 12th grade students of various
skill levels. Sylvan Prometric provides computer-based testing for academic
admissions and professional and licensing certification programs. This division
includes Wall Street Institute and Aspect. Wall Street is a European-based
franchisor and operator of learning centers for English language instruction
that also administers certain computer-based testing programs throughout Europe
and Latin America. Aspect is a leading provider of international educational
programs, primarily English as a Second Language for students worldwide. Sylvan
Contract Educational Services provides educational services and professional
development through contracts with school systems and other organizations. This
division includes the operations of Canter and Associates, Inc. and Canter
Educational Products, Inc., a leading provider of materials and training
programs for educators. Sylvan delivers its services through approximately
3,000 educational and testing centers around the globe. In 1997, system-wide
revenues were approximately $448.0 million, composed of $193.6 million from
Sylvan Learning Centers ($162.4 million from franchised Learning Centers and
$31.2 million from Company-owned Learning Centers, product sales, franchise
sales fees and other franchise service revenues), $187.8 million from Sylvan
Prometric and $66.6 million from Sylvan Contract Educational Services. In
addition, Wall Street's franchise system generated approximately $85.0 million
of revenues in 1997.
Sylvan Learning Centers. This division provides supplemental instruction
in reading, mathematics and reading readiness, featuring an extensive series of
standardized diagnostic tests, individualized instruction, a student
motivational system and continued involvement from both parents and the child's
regular school teacher. As of September 30, 1998, Sylvan or its franchisees
operated 710 Learning Centers. These centers are in 49 states, six Canadian
provinces, South Korea and Guam. As of that date, Sylvan owned and operated 63
Learning Centers, and more than 450 franchisees operated 647 Sylvan Learning
Centers.
Sylvan Prometric. As of September 30, 1998, Sylvan's testing business was
operated through more than 2,000 testing centers, approximately 1,100 of which
are located in the United States and Canada and the remainder of which are
located in more than 100 foreign countries. Sylvan Prometric's principal
customers are Educational Testing Services ("ETS") and, in the Information
Technology ("IT") industry, Microsoft Corp. and Novell, Inc. Sylvan provides
certification testing for its IT customers that have worldwide certification
programs for various professionals, such as network administrators and
engineers, service technicians and instructors, application specialists and
developers, and system administrators, operators and engineers. Sylvan has been
designated the exclusive commercial provider of computer-based tests
administered by ETS (excluding the SAT/PSAT and Achievement Test). As of
September 30, 1998, Sylvan operated 174 permanent and 88 temporary sites in more
than 100 countries to facilitate delivery of international testing for ETS.
Sylvan also provides testing services to organizations that license beginning
teachers, physicians, registered and practical nurses, pilots and aviation
mechanics and for organizations in many other fields, including computer
professionals, medical laboratory technicians and military candidates. Through
Sylvan's December 1996 acquisition of Wall Street Institute and its May 1998
acquisition of Aspect, Sylvan provides live and computer-based English
instruction in the U.S., Canada, Europe, Latin America and Australia.
Sylvan Contract Educational Services. As of September 30, 1998, Sylvan
provided educational services under federal and various state funding programs
to students in 152 public and 700 non-public schools. Sylvan provides remedial
educational services to public and non-public school systems. Sylvan expanded
these services through its May 1997 acquisition of I-R, Inc. and Independent
Child Study Teams, Inc. Sylvan's January 1998 acquisition of Canter, which
specializes in teacher training products and services, enhances Sylvan's teacher
development services for public and non-public school contracts and capitalizes
on the growing market for teacher training. Sylvan also provides educational
and training services to large corporations throughout the United States,
including racial and gender workplace diversity training and skills improvement
programs such as writing, advanced reading, listening and public speaking,
through its wholly-owned subsidiary, The PACE Group and Sylvan's Sylvan-At-Work
program.
Sylvan's principal executive offices are located at 1000 Lancaster Street,
Baltimore, Maryland 21202, and its telephone number is (410) 843-8000.
-2-
<PAGE>
USE OF PROCEEDS
All of the proceeds from the sale of the shares of Sylvan's common stock
offered hereby will be received by the selling stockholders. Sylvan will
receive none of the proceeds from the sale of the shares of common stock offered
hereby.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of Sylvan's common stock by the person listed therein 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 Sylvan'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
Name and Address of ------------------------------ Be Sold In -------------------------------
Beneficial Owner Number Percent Offering Number Percent
- ------------------------------------------ -------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
The Chauncey Group International, Ltd./1/ 277,056 * 277,056 -0- *
664 Rosedale Road
Princeton, New Jersey 08540
Insurance Testing Corporation/2/ 258,246 * 258,246 -0- *
664 Rosedale Road
Princeton, New Jersey 08540
Barbara S. Stipek/3/ 61,867 * 61,867 -0- *
5017 S.W. Orchard Lane
Portland, Oregon 97219
Congress & Co., as Escrow Agent/3/ 16,966 * 16,966 -0- *
Two International Place, 5th Floor
Boston, Massachusetts 02110
</TABLE>
_____________
* Less than 1%.
1. Pursuant to the Stock Purchase Agreement between The Chauncey Group
International, Ltd. ("Chauncey") and Sylvan dated September 9, 1998, Sylvan
acquired 52,632 shares of Chauncey's convertible preferred stock in exchange
for 277,056 shares of Sylvan common stock.
2. Pursuant to the Asset Purchase Agreement by and between Sylvan and Insurance
Testing Corporation ("ITC") dated August 1, 1998, Sylvan acquired certain of
ITC's assets in exchange for 258,246 shares of Sylvan common stock.
3. Pursuant to the Stock Purchase Agreement by and among Barabara S. Stipek (the
"Stockholder") and Sylvan dated August 15, 1998 (the "Stock Purchase
Agreement"), Sylvan acquired all of the issued and outstanding capital stock
of Pacific Language Associates, Inc. in exchange for 78,833 shares of
Sylvan's common stock, 16,966 shares (the "Escrow Shares") of which were
placed in two escrow accounts. Each escrow account stands as security for
claims made by Sylvan against the Stockholder in respect of the
representations, warranties and covenants made by the Stockholder in the
Agreement. The Escrow Shares may be released to the Stockholder at specified
times under the terms of the escrow agreements. There can be no assurance,
however, that any of the Escrow Shares will be released to the Stockholder.
-3-
<PAGE>
PLAN OF DISTRIBUTION
Sylvan's common stock is quoted on the Nasdaq National Market under the
symbol "SLVN." The Shares may be sold from time to time by the selling
stockholders (or their pledgees, donees, transferees or other successors in
interest) directly or through broker-dealers or underwriters who may act solely
as agents, or who may acquire the Shares as principals. In connection with any
sales of the Shares hereunder, the selling stockholders and any broker-dealers
participating such sales may be deemed to be "underwriters" within the meaning
of the Securities Act. The distribution of the Shares hereunder by the selling
stockholders may be effected in one or more transactions that may take place on
the Nasdaq National Market or otherwise, including block trades or ordinary
brokers' transactions, or through privately negotiated transactions, through an
underwritten public offering, or through a combination of any such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specially negotiated brokerage fees or commissions may be paid by the selling
stockholders in connection with such sales. From time to time, the selling
stockholders may engage in short sales, short sales against the box, puts and
calls and other transactions in securities of Sylvan or derivatives thereof, and
may sell and deliver the Shares in connection therewith or in settlement of
securities loans. From time to time, the selling stockholders may pledge their
Shares pursuant to the margin provisions of their customer agreements with their
respective brokers. Upon a default by the selling stockholders, the broker may
offer and sell the pledged shares from time to time. Sylvan will not bear any
commissions or discounts paid or allowed by the selling stockholders to
underwriters, dealers, brokers or agents.
To the extent required, the specific shares of common stock to be sold,
purchase price, public offering price, the names of any such agent, dealer or
underwriter and any applicable commission or discount with respect to a
particular offering may be set forth in an accompanying Prospectus Supplement.
Sylvan has agreed to bear the cost of preparing the Registration Statement of
which 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
selling stockholders hereby under federal and state securities laws.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for Sylvan
by Piper & Marbury L.L.P., Baltimore, Maryland.
EXPERTS
The consolidated financial statements of Sylvan at December 31, 1997 and
1996, and for each of the three years in the period ended December 31, 1997
appearing in the Current Report on Form 8-K dated July 29, 1998 of Sylvan have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report included therein and incorporated herein by reference, which, as to the
years 1996 and 1995, is based in part on the reports of Deloitte & Touche LLP,
independent auditors, and as to the years 1997, 1996 and 1995, is based in part
on the reports of Smith, Lange & Phillips, LLP and Deloitte & Touche,
independent auditors. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
-4-
<PAGE>
<TABLE>
<S> <C>
============================================= =============================================
No person has been authorized by Sylvan
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 614,135 SHARES
given or made, such information or
representations may not be relied upon as
having been authorized by Sylvan. This
Prospectus does not constitute an offer SYLVAN LEARNING
to sell or a solicitation of an offer SYSTEMS, INC.
to buy any of the securities in any
jurisdiction in which such offer or
solicitation is not authorized, or in COMMON STOCK
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 PROSPECTUS
this Prospectus nor any sale made hereunder
shall create an implication that there
has been no change in the affairs of Sylvan
since the date hereof.
</TABLE>
_____________________________
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C> <C>
AVAILABLE INFORMATION............. 1
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE......... 1
THE COMPANY....................... 2
USE OF PROCEEDS................... 3
SELLING STOCKHOLDERS.............. 3
PLAN OF DISTRIBUTION.............. 4
LEGAL MATTERS..................... 4
EXPERTS........................... 4
, 1998
============================================= ================================================
</TABLE>
<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. Sylvan 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.............................................. $ 4,898.00
Nasdaq National Market Listing Fees........................................................ 12,282.70
Fees and Expenses of Counsel............................................................... 6,000.00
Miscellaneous Expenses..................................................................... 5,000.00
----------
TOTAL...................................................................................... $28,180.70
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sylvan'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 Sylvan shall have any liability to
Sylvan 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. Sylvan's Charter
and By-laws provide that Sylvan 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 Sylvan 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 Sylvan will indemnify its directors
and officers and may indemnify employees or agents of Sylvan 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
Sylvan. In addition, Sylvan'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 Sylvan 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.
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Articles of Amendment and Restatement of the Charter*
3.2 Amended and Restated By-Laws dated September 27, 1996**
4.1 Specimen Stock Certificate*
4.2 Stock Purchase Agreement between The Chauncey Group International, Ltd. and Sylvan dated
September 9, 1998***
4.3 Asset Purchase Agreement by and between Sylvan and Insurance Testing Corporation dated
August 1, 1998***
4.4 Stock Purchase Agreement by and among Barabara S. Stipek and Sylvan dated August 15, 1998***
5.1 Opinion of Piper & Marbury L.L.P.***
23.1 Consent of Ernst & Young LLP***
23.2 Consent of Deloitte & Touche LLP***
23.3 Consent of Deloitte & Touche***
23.4 Consent of Smith, Lange & Phillips, LLP***
23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
______________
</TABLE>
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558)
** Incorporated by reference from Sylvan's Annual Report on Form 10-K for the
Year ended December 31, 1996.
*** 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
<PAGE>
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 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.
<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 4th day of December, 1998.
SYLVAN LEARNING SYSTEMS, INC.
By /s/ R. Christopher Hoehn-Saric
-------------------------------------------
R. Christopher Hoehn-Saric, Chairman of the
Board and Co-Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints R. Christopher Hoehn-Saric and Douglas L. Becker
(with full power to each of them to act alone) as his true and lawful attorney-
in-fact and agent, with full power of substitution, for him and in his name,
place and stead in any and all capacities to sign any or all amendments or post-
effective amendments to this Registration Statement, including post-effective
amendments filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, to sign any
and all applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state securities laws, and
to file the same, together with all other documents in connection therewith,
with the appropriate state securities authorities, granting unto said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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>
/s/ R. Christopher Hoehn-Saric Co-Chief Executive Officer and Chairman of the
______________________________ Board of Directors (Principal Executive Officer) December 4, 1998
R. Christopher Hoehn-Saric
*
__________________________ Co-Chief Executive Officer December 4, 1998
Douglas L. Becker President, Secretary and Director
*
__________________________ Chief Financial Officer (Principal December 4, 1998
B. Lee McGee Financial and Accounting Officer)
*
__________________________ Director December 4, 1998
Donald V. Berlanti
__________________________ Director December 4, 1998
R. William Pollock
__________________________ Director December 4, 1998
J. Phillip Samper
*
__________________________ Director December 4, 1998
Nancy A. Cole
*
__________________________ Director December 4, 1998
James H. McGuire
*
__________________________ Director December 4, 1998
Rick Inatome
</TABLE>
*By: /s/ R. Christopher Hoehn-Saric
--------------------------------------
R. Christopher Hoehn-Saric
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
3.1 Articles of Amendment and Restatement*
3.2 Amended and Restated By-Laws dated September 27, 1996**
4.1 Specimen Stock Certificate*
4.2 Stock Purchase Agreement between The Chauncey Group
International, Ltd. and Sylvan dated September 9, 1998***
4.3 Asset Purchase Agreement by and between Sylvan and Insurance
Testing Corporation dated August 1, 1998***
4.4 Stock Purchase Agreement by and among Barabara S. Stipek and
Sylvan dated August 15, 1998***
5.1 Opinion of Piper & Marbury L.L.P.***
23.1 Consent of Ernst & Young LLP***
23.2 Consent of Deloitte & Touche LLP***
23.3 Consent of Deloitte & Touche***
23.4 Consent of Smith, Lange & Phillips, LLP***
23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
___________________
</TABLE>
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558)
** Incorporated by reference from Sylvan's Annual Report on Form 10-K for the
Year ended December 31, 1996.
*** Previously filed.
