<PAGE>
As filed with the Securities and Exchange Commission on August 25, 1998
Registration No. 333-61083
================================================================================
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>
=================================================================================================================
Title of Shares to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value $28,432,176 $8,387
=================================================================================================================
</TABLE>
(1) Paid with the filing of this Registration Statement on Form S-3 on August
10, 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
AUGUST 25, 1998
PROSPECTUS
1,002,015 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 National Market under the symbol
"SLVN." On August 7, 1998 the last sale price for the Common Stock as reported
on the Nasdaq Stock Market was $29.375 per share.
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 , 1998.
[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.]
<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: (i) the
Company's 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) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998;
(iii) 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 ("ASPECT"); (iv)
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; (v) 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 (vi) 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 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.
-2-
<PAGE>
THE COMPANY
Sylvan Learning Systems, Inc. (the "Company" or "Sylvan") is the leading
provider of educational services to families, schools and industry. The Company
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 delivers
computer-based testing for academic admissions and professional and licensing
certification programs. This division includes the operations of Wall Street
Institute International B.V. and its affiliates ("Wall Street"), 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, and ASPECT, a leading provider of
international educational programs, primarily English as a Second Language for
students worldwide through an intensive program typically lasting nine to twelve
weeks. 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. (collectively, "Canter"), a leading
provider of materials and training programs for educators. Sylvan's services
are delivered through its network of approximately 3,000 educational and testing
centers around the globe. In 1997, total 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 March 31, 1998, there were a total of 680
Learning Centers in 49 states, five Canadian provinces, Hong Kong, South Korea
and Guam operated by the Company or its franchisees. As of that date, Sylvan
owned and operated 57 Learning Centers, and more than 450 franchisees operated
623 Sylvan Learning Centers.
Sylvan Prometric. As of March 31, 1998, Sylvan conducted its testing
business through more than 2,000 testing centers, approximately 1,200 of which
are located in the United States and Canada and the remainder of which are
located in more than 100 foreign countries. Principal customers for the
Company's testing services 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 support 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. The Company has
been designated the exclusive commercial provider of computer-based tests
administered by ETS (excluding the SAT/PSAT and Achievement Test) and, as of
March 31, 1998, operated 136 permanent and 74 temporary sites in more than 100
countries to facilitate delivery of international testing for ETS. The Company
also provides testing services for organizations responsible for licensing
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 the Company's December 1996 acquisition of Wall Street 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 March 31, 1998, Sylvan
provided educational services under federal and various state funding programs
to students in 134 public and 643 non-public schools. The Company provides
remedial educational services to public and non-public school systems, and
expanded these services through its May 1997 acquisition of I-R, Inc. and
Independent Child Study Teams, Inc. The Company's January 1998 acquisition of
Canter, which specializes in teacher training products and services, gives
Sylvan the ability to enhance its teacher development services for public and
non-public school contracts and to capitalize 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 the Company's Sylvan-At-Work program.
The Company's principal executive offices are located at 1000 Lancaster
Street, Baltimore, Maryland 21202, and its telephone number is (410) 843-8000.
-3-
<PAGE>
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
offered hereby.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the person 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 To Shares Beneficially
Owned Prior to Offering Be Sold In Owned After Offering
------------------------------ -------------------------------
Name and Address of Number Percent Offering Number Percent
Beneficial Owner
- --------------------------------------- -------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Thomas Glenndahl 435,490 * 217,745 217,745 *
39 Chaussee de Tervuren
B-1410 Waterloo
Belgium
Christer Fagersten 435,490 * 217,745 217,745 *
242 Mountain View Avenue
San Rafael, California 94901
Hakan Bille 435,490 * 217,745 217,745 *
80 Alcatraz Avenue
Belvedere, California 94920
Ulf Springfors 435,490 * 217,745 217,745 *
Oberhochbuhl 24
6002 Luzern
Switzerland
Congress & Co., as Escrow Agent/1/ 262,070 * 131,035 131,035 *
Two International Place, 5th Floor
Boston, MA 02110
</TABLE>
_______________
* Less than 1%.
1. Pursuant to the Stock Exchange Agreement by and among ASPECT, the
stockholders of ASPECT (the "Stockholders") and the Company dated April 7, 1998
(the "Stock Exchange Agreement"), Sylvan acquired ASPECT in exchange for
2,004,030 shares of the Company's Common Stock, 262,070 shares (the "Escrow
Shares") of which were placed in two escrow accounts. Each escrow account
stands as security for claims made by the Company against the Stockholders in
respect of the representations, warranties and covenants made by ASPECT and/or
the Stockholders in the Agreement. The Escrow Shares may be released to the
Stockholders 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 Stockholders.
-4-
<PAGE>
PLAN OF DISTRIBUTION
The Company'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 a 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 the Company 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. The Company 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.
The Company 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 the
Company by Piper & Marbury L.L.P., Baltimore, Maryland.
EXPERTS
The historical consolidated financial statements of Sylvan appearing in the
Annual Report (Form 10-K) of Sylvan for the year ended December 31, 1997 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 report of Deloitte & Touche LLP,
independent auditors. Such historical 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.
The supplemental 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 supplemental 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.
-5-
<PAGE>
================================================================================
No person has been authorized by
the Company to give any information or to
make any representations other than those 1,002,015 Shares
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 SYLVAN LEARNING
the Company. This Prospectus does not SYSTEMS, INC.
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 Common Stock
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.
______________________ PROSPECTUS
TABLE OF CONTENTS
PAGE
----
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
================================================================================
<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.
Filing Fee-Securities and Exchange Commission..... $ 8,387.00
Nasdaq National Market Listing Fees............... 26,720.40
Fees and Expenses of Counsel...................... 6,000.00
Miscellaneous Expenses............................ 5,000.00
----------
TOTAL............................................ $ 46,107.40
==========
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 of the Charter*
3.2 Amended and Restated By-Laws dated September 27, 1996**
4.1 Specimen Stock Certificate*
4.2 Stock Exchange Agreement dated as of April 7, 1998
between Aspect International Language Schools, B.V., the
Stockholders and Sylvan Learning Systems, Inc.***
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 LLP***
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)
______________
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-69558)
** Incorporated by reference from the Company'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 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.
II-2
<PAGE>
(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 25th day of August, 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 August 25, 1998
R. Christopher Hoehn-Saric Executive Officer)
*
- -------------------------------------- Co-Chief Executive Officer August 25, 1998
Douglas L. Becker President, Secretary and Director
*
- -------------------------------------- Chief Financial Officer (Principal August 25, 1998
B. Lee McGee Financial and Accounting Officer)
*
- -------------------------------------- Director August 25, 1998
Donald V. Berlanti
*
- -------------------------------------- Director August 25, 1998
R. William Pollock
*
- -------------------------------------- Director August 25, 1998
J. Phillip Samper
*
- -------------------------------------- Director August 25, 1998
Rick Inatome\
*By: /s/ R. Christopher Hoehn-Saric
- -------------------------------------- Director August 25, 1998
R. Christopher Hoehn-Saric
Attorney-in-Fact
</TABLE>
II-4
<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 Exchange Agreement by and among Aspect International
Language Schools, B.V., the Stockholders and Sylvan Learning
Systems, Inc. dated as of April 7, 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 LLP ***
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
S-1 (No. 33-69558)
** Incorporated by reference from the Company's Annual Report on Form 10-K for
the Year ended December 31, 1996.
*** Previously filed.
1
