<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
SYLVAN LEARNING SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C>
MARYLAND 52-1492296
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
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:[]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Title of Shares to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value $24,486,742 $7,224
============================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(o) of the Securities Act of 1933, as
amended.
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>
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.
Subject to Completion
OCTOBER 1, 1998
PROSPECTUS
1,002,015 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 September 30, 1998, the last sale price for the common stock
as reported on the Nasdaq Stock Market was $23.375 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.
<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
and June 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 June 30, 1998, Sylvan or its franchisees operated
680 Learning Centers. These centers are in 49 states, five Canadian provinces,
Hong Kong, South Korea and Guam. 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 June 30, 1998, Sylvan's testing business was
operated 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. 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 June
30, 1998, Sylvan operated 136 permanent and 74 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 June 30, 1998, Sylvan provided
educational services under federal and various state funding programs to
students in 134 public and 643 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>
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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>
Thomas Glenndahl 217,745 * 217,745 -0- *
39 Chaussee de Tervuren
B-1410 Waterloo
Belgium
Christer Fagersten 217,745 * 217,745 -0- *
242 Mountain View Avenue
San Rafael, California 94901
Hakan Bille 217,745 * 217,745 -0- *
80 Alcatraz Avenue
Belvedere, California 94920
Ulf Springfors 217,745 * 217,745 -0- *
Oberhochbuhl 24
6002 Luzern
Switzerland
Congress & Co., as Escrow Agent/1/ 131,035 * 131,035 -0- *
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 Sylvan dated April 7, 1998 (the
"Stock Exchange Agreement"), Sylvan acquired Aspect in exchange for 2,004,030
shares of Sylvan'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 Sylvan 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.
-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>
<CAPTION>
<S> <C>
No person has been authorized by Sylvan
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 SYLVAN LEARNING
may not be relied upon as having been SYSTEMS, INC.
authorized by Sylvan. This Prospectus Common Stock
does not constitute an offer to sell
or a solicitation of an offer to buy
any of the securities in any
jurisdiction in which such offer or PROSPECTUS
solicitation is not authorized, or in
which the person making such offer or
solicitation is not qualified to do
so, or to any person to whom it is
unlawful to make such offer or
solicitation. Neither the delivery of , 1998
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 OF CONTENTS
PAGE
- ----
AVAILABLE INFORMATION..........1
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE......1
SYLVAN........................2
USE OF PROCEEDS...............3
SELLING STOCKHOLDERS..........3
PLAN OF DISTRIBUTION..........4
LEGAL MATTERS.................4
EXPERTS.......................4
============================================= ================================================
</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 $ 7,224.00
Nasdaq National Market Listing Fees........................................................... 13,360.20
Fees and Expenses of Counsel.................................................................. 6,000.00
Miscellaneous Expenses........................................................................ 5,000.00
TOTAL......................................................................................... $31,584.20
</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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
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<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 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
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 as an Exhibit to the Registrant's Registration Statement
on Form S-3 (No. 333-61083)
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.
II-2
<PAGE>
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933,the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(d) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs in contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by reference
in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland, on this 30th day of September, 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 September 30, 1998
R. Christopher Hoehn-Saric Officer)
/s/ Douglas L. Becker
-------------------------- Co-Chief Executive Officer September 30, 1998
Douglas L. Becker President, Secretary and Director
/s/ B. Lee McGee
-------------------------- Chief Financial Officer (Principal September 30, 1998
B. Lee McGee Financial and Accounting Officer)
/s/ Donald V. Berlanti
-------------------------- Director September 30, 1998
Donald V. Berlanti
-------------------------- Director September __, 1998
R. William Pollock
/s/ J. Phillip Samper
-------------------------- Director September 30, 1998
J. Phillip Samper
-------------------------- Director September __, 1998
Nancy A. Cole
-------------------------- Director September __, 1998
James H. McGuire
/s/ Rick Inatome
-------------------------- Director September 30, 1998
Rick Inatome
</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
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 as an Exhibit to the Registrant's Registration
Statement on Form S-3 (No. 333-61083).
II-5
<PAGE>
EXHIBIT 5.1
----------
[LETTERHEAD OF PIPER & MARBURY APPEARS HERE]
October 1, 1998
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21201
Re: Registration Statement on Form S-3
----------------------------------
Dear Sirs:
We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland
corporation (the "Company"), in connection with Sylvan's Registration Statement
on Form S-3 (the "Registration Statement") filed on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates to
1,002,015 shares of Sylvan's common stock, par value $.01 per share (the
"Shares"), which were previously issued by Sylvan and are being registered for
resale by the holders thereof.
In this capacity, we have examined Sylvan's Charter and By-Laws, the
proceedings of the Board of Directors of Sylvan relating to the issuance of the
Shares and such other documents, instruments and matters of law as we have
deemed necessary to the rendering of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise you that each of
the Shares described in the Registration Statement has been duly authorized and
validly issued and is fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-______) of Sylvan Learning Systems,
Inc. for the registration of 1,002,015 shares of its common stock and to the
incorporation by reference therein 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 30, 1998
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
------------------------------------------------------
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc, on Form S-3 of our reports dated March 14, 1997
(relating to the financial statements of Independent Child Study Teams, Inc.,
and I-R, Inc.) appearing in the Form 8-K of Sylvan Learning Systems, Inc. dated
July 29, 1998.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
September 30, 1998
<PAGE>
EXHIBIT 23.3
------------
CONSENT OF DELOITTE & TOUCHE INDEPENDENT AUDITORS
-------------------------------------------------
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc, on Form S-3 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.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE
Southampton
United Kingdom
October 1, 1998
<PAGE>
EXHIBIT 23.4
------------
CONSENT OF SMITH, LANGE & PHILLIPS LLP, INDEPENDENT AUDITORS
------------------------------------------------------------
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports listed below, with respect to the financial statements of
Aspect, Inc. included in the Registration Statement (Form S-3 No. 333-
___________) and related Prospectus of Sylvan Learning Systems, Inc. for the
registration of 1,002,015 shares of its common stock.
<TABLE>
<CAPTION>
Fiscal Year Report Dated
- -------------------- -----------------
<S> <C>
September 30, 1995 June 11, 1998
September 30, 1996 December 10, 1996
September 30, 1997 December 7, 1997
</TABLE>
COMPANY NAME: Smith, Lange & Phillips LLP
/s/ Smith, Lange & Phillips LLP
COUNTRY: U.S.A.
DATE: October 1, 1998
