<PAGE>
As filed with the Securities and Exchange Commission on March 16, 1998
Registration No. 333-46747
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
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 $25,775,412 $7,604
================================================================================================================
</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>
Subject to Completion
March 16, 1998
PROSPECTUS
660,908 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 February 20, 1998 the last sale price for the Common Stock as
reported on the Nasdaq Stock Market was $40.125 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, 1996, as
amended by its Annual Report on Form 10-K/A (with Items 6, 7 and 8 thereof
having been superseded by the information contained in the Company's Current
Report on Form 8-K dated July 15, 1997), (ii) the Company's Current Report on
Form 8-K and 8-K/A dated January 28, 1997, relating to the Company's acquisition
of Wall Street Institute; (iii) the Company's Current Report on Form 8-K/A dated
March 12, 1997, relating to the termination of the Company's Merger Agreement
with National Education Corporation; (iv) the Company's Current Report on Form
8-K and 8-K/A dated April 17, 1997 and May 30, 1997, relating to the Company's
acquisition of I-R, Inc. and Independent Child Study Teams, Inc. (collectively,
"Educational Inroads"); (v) the Company's Current Report on Form 8-K dated July
15, 1997, restating certain historical financial information to reflect the
acquisition of Educational Inroads; (vi) the Company's Current Report on form
8-K dated March 12, 1998 restating the Company's selected consolidated financial
data schedule to reflect the Company's adoption of Statement of Financial
Accounting Standards No. 128; (vii) the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1997; June 30, 1997; and September 30,
1997; (viii) 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 (ix) 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 a leading
international private provider of educational and testing services. The Company
delivers a broad array of supplemental and remedial educational services and
computer-based testing through three principal divisions. The Core Educational
Services division designs and delivers individualized tutorial services to
school-age children and adults at 669 franchised and Company-owned Sylvan
Learning Centers. Sylvan Prometric, the Company's testing services division,
administers computer-based tests for major organizations, corporations,
professional associations and governmental agencies through its worldwide
network of Testing Centers. The Contract Educational Services division provides
Sylvan's core educational services under federal and state funding programs to
more than 12,000 students in 89 public schools and more than 38,000 students in
507 non-public schools (including Educational Inroads) and provides on-site
educational and training services to employees of large corporations. Since
1994, the Company has substantially expanded its business through a combination
of internal growth and acquisitions and has increased revenue and operating
income from $68.7 million and $3.4 million, respectively, in 1994 to $181.9
million and $22.7 million, respectively, in 1996. Sylvan's 1996 systemwide
revenues were approximately $310.3 million, consisting of $165.1 million from
core educational services ($139.5 million from franchised Learning Centers and
$25.6 million from Company-owned Learning Centers, product sales and franchise
sales fees), $87.0 million from testing services and $58.2 million from contract
educational services.
Core Educational Services. The Company's Core Educational Services
division provides supplemental instruction in reading, mathematics and reading
readiness and features 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, 1997, the Company or its franchisees operated 669 Learning Centers
in 49 states, five Canadian provinces, Hong Kong, South Korea and Guam, with 403
franchisees owning and operating 628 Sylvan Learning Centers and Sylvan owning
and operating 41 Learning Centers.
Sylvan Prometric Testing Services. As of September 30, 1997, Sylvan or its
authorized representatives operated 1,908 Testing Centers, 1,207 of which were
located in North America and the remainder in 97 foreign countries. The Company
enters into contracts directly with various professional licensure, educational
and information technology ("IT") businesses, organizations and agencies, under
which Sylvan receives a fee based upon the number of tests given for those
customers. Principal customers for the Company's testing services are
Educational Testing Services ("ETS") and, in the IT industry, Microsoft Corp.
and Novell, Inc. IT customers sponsor worldwide certification programs for
various professionals such as network administrators and engineers, service
technicians and instructors. Sylvan has been designated as the exclusive
commercial provider of computer-based tests administered by ETS (excluding the
SAT and PSAT) and operates 47 testing centers in 33 countries to facilitate
delivery of international testing for ETS. The Company also provides testing
services for organizations responsible for licensing broker-dealers, pilots,
aviation mechanics, computer professionals and medical laboratory technicians.
Through the Company's December 1996 acquisition of Wall Street Institute
International B.V. and its affiliates ("Wall Street"), Sylvan now provides live
and computer-based English instruction and testing in Europe and Latin America
through a network of more than 180 franchised and Company-owned centers.
Contract Educational Services; PACE; Sylvan-at-Work; Caliber Learning
Network, Inc. Sylvan provides educational services under federal and various
state funding programs to students in 89 public and 507 non-public schools.
Sylvan 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 ("PACE"), and the Company's Sylvan-at-Work program. In November 1996,
Caliber Learning Network, Inc. was formed as a joint initiative of Sylvan and
MCI Telecommunications Corporation to become a worldwide distribution network of
professional education centers equipped with satellite-based video conferencing
and computer network capabilities. Sylvan currently owns a 10 percent interest
in Caliber Learning Network and has the option to acquire a majority interest in
the future.
-3-
<PAGE>
The Company's principal executive offices are located at 1000 Lancaster
Street, Baltimore, Maryland 21202, and its telephone number is (410) 843-8000.
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.
-4-
<PAGE>
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 Beneficially
Owned Prior to Offering Shares To Owned After Offering
------------------------- Be Sold In --------------------------
Name and Address of Beneficial Owner Number Percent Offering Number Percent
========================================= ============ =========== ============ ============ ============
<S> <C> <C> <C> <C> <C>
Block Testing Services L.P(1).......... 471,622 1.6% 471,622 -- --
650 Dundee Road, Suite 370
Northbrook, IL 60062
Dr. James A. Bax(2).................... 86,410 ** 86,410 -- --
Dr. Anthony W. Mitchell(2)............. 42,434 ** 42,434 -- --
Sue J. Mitchell(2)..................... 42,435 ** 42,435 -- --
Leslie Zalk............................ 5,186 ** 5,186 -- --
507 Morning Canyon Road
Carona Del Mar, CA 92625
Kathleen Gillan........................ 1,765 ** 1,765 -- --
4110 Apricot
Irvin CA 92620
Carleen Garza.......................... 2,207 ** 2,207 -- --
575 North Ramprt Way
Denver, CO 80220
Evelyn M. Tuey......................... 1,765 ** 1,765 -- --
3829 Sheffield Circle
Danville, CA 92526
Stephanie Thomas....................... 1,103 ** 1,103 -- --
3112 Quail Run
Rossmoor, CA 90720
Merida M. Phillips..................... 883 ** 883 -- --
2955 Champion, #295
Justin CA 92782
Kay L. Bennett......................... 574 ** 574 -- --
6332 Silverood Drive
Huntington Beach, CA 92647
Patricia McSwain....................... 2,074 ** 2,074 -- --
10 Evening Breeze
Irvine, CA 92612
Harold Sakayan......................... 2,450 ** 2,450 -- --
8813 Belmart Road
Potomac, MD 20854
</TABLE>
-5-
<PAGE>
- --------------
* Less than 1%.
(1) The general partner of this holder is Registry Testing Services L.L.C.
("Registry LLC"). The members of Registry LLC are Messrs. Steven Taslitz,
Eric Becker and Merrick Elfman (managing member). Each of the members of
Registry LLC disclaims beneficial ownership of the shares of Common Stock of
the Company owned by the holder. Mr. Becker is the brother of Douglas L.
Becker, the President and Co-Chief Executive Officer of the Company.
(2) The address of this holder is c/o of Harold W. Mullis, Jr., Esquire, Trenam
Kemker, 2700 Barnett Plaza, 101 East Kennedy Boulevard, Tampa, Florida
33601.
Pursuant to an asset purchase agreement, dated as of December 1, 1997, by
and among Block Testing Services L.P. ("Block"), Block State Testing Services
L.P. ("Block State") and the Company (the "Block Agreement"), the Company
acquired all of the assets and certain liabilities of Block and Block Stock in
exchange for the issuance to Block of 315,669 shares of Common Stock of the
Company and the issuance to Dr. James A. Bax, Dr. Anthony W. Mitchell and Sue J.
Mitchell (the "Block Debtholders") of an aggregate of 171,279 shares of Common
Stock of the Company, all of which are being offered in this Prospectus, as
required by the Block Agreement. None of the Block Debtholders nor any of their
affiliates is an officer, director, employee or affiliate of the Company.
Pursuant to an agreement and plan of reorganization dated as of December 1,
1997 by and among Block, National Assessment Institute, Inc. ("NAI"), NAI Merger
Corp. and the Company (the "NAI Merger Agreement"), the Company acquired from
Block all of the outstanding stock of NAI in exchange for the issuance to Block
of an aggregate of 155,953 shares of Common Stock of the Company, all of which
are being offered in this Prospectus, as required by the NAI Merger Agreement.
Pursuant to an Agreement for Purchase of Stock, effective as of October 1,
1997 (the "PMZ Agreement"), by and among the Company and Leslie Zalk, Kathleen
Gillan, Carleen Garza, Evelyn M. Tuey, Stephanie Thomas, Merida M. Phillips, Kay
L. Bennett and Patricia McSwain (collectively, the "PMZ Stockholders"), the
Company acquired from the PMZ Stockholders 75% of the issued and outstanding
capital stock of PMZ, Inc. ("PMZ") in exchange for the issuance to the PMZ
Stockholders of an aggregate of 15,557 shares of Common Stock of the Company.
The Company already held 25% of the PMZ capital stock prior to the consummation
of the PMZ Agreement. All of the shares of Common Stock of the Company issued
to the PMZ Stockholders pursuant to the PMZ Agreement are being offered in this
Prospectus, as required by the PMZ Agreement. None of the PMZ Stockholders nor
any of their affiliates is an officer, director, employee or affiliate of the
Company.
Pursuant to an Agreement for Purchase of Operating Sylvan Learning Center
from VCM, Inc. ("VCM"), dated September 30, 1997 (the "VCM Agreement"), by and
between the Company and VCM, the Company acquired all of the issued and
outstanding shares of capital stock of VCM in exchange for the issuance to VCM's
sole stockholder, Harold Sakayan (the "VCM Stockholder" and, together with
Block, the Block Debtholders and the PMZ Stockholders, the "Selling
Stockholders"), of an aggregate of 2,450 shares of Common Stock of the Company.
All of the shares of Common Stock issued to the VCM Stockholder pursuant to the
VCM Agreement are being offered in this Prospectus, as required by the VCM
Agreement. Neither the VCM Stockholder nor any of his affiliates is an officer,
director, employee or affiliate of the Company.
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 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
-6-
<PAGE>
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. 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 this 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 consolidated financial statements and schedule of Sylvan Learning
Systems, Inc. at December 31, 1996 and 1995 and for each of the three years in
the period ended December 31, 1996, incorporated by reference in this Prospectus
and Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein also
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 year 1994, is based in part on the report of Canterelli & Vernoia, CPAs,
independent auditors. Such consolidated financial statements have been
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
-7-
<PAGE>
===============================================================================
No person has been authorized by the Company 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 given or made,
such information or representations may not be relied upon as having been
authorized by the Company. This Prospectus 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 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
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.
-----------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
- ----
<S> <C>
Available Information..............................2
Incorporation of Certain
Documents by Reference...........................2
The Company........................................3
Use of Proceeds....................................4
Selling Stockholders...............................5
Plan of Distribution...............................6
Legal Matters......................................7
Experts............................................7
</TABLE>
================================================================================
660,908 Shares
SYLVAN LEARNING
SYSTEMS, INC.
Common Stock
PROSPECTUS
,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.
<TABLE>
<CAPTION>
<S> <C>
Filing Fee-Securities and Exchange Commission.................$ 7,604.00
Nasdaq National Market Listing Fees........................... 11,490.00
Fees and Expenses of Counsel.................................. 6,000.00
Miscellaneous Expenses........................................ 23,000.00
----------
TOTAL........................................................$48,094.00
==========
</TABLE>
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.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
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 Asset Purchase Agreement by and among Sylvan Learning Systems,
Inc., Block Testing Services L.P. and Block State Testing Services
L.P, dated as of December 1, 1997***
4.3 Agreement and Plan of Reorganization by and among Sylvan Learning
Systems, Inc., Block Testing Services L.P., National Assessment
Institute, Inc. and NAI Merger Corp, dated as of December 1,
1997***
4.4 Agreement for the Purchase of Stock by and among Sylvan Learning
Systems, Inc. and the Stockholders of PMZ, Inc., dated as of
October 1, 1997***
4.5 Agreement for Purchase of Operating Sylvan Learning Center from
VCM, Inc. by and between VCM, Inc. and Sylvan Learning Systems,
Inc., dated as of September 30, 1997***
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 Canterelli and Vernoia, CPAs***
23.4 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), filed on September 28, 1993.
** 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
II-2
<PAGE>
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.
(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 16th day of March, 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 March 16, 1998
R. Christopher Hoehn-Saric (Principal Executive Officer)
*
- -------------------------------------- Co-Chief Executive Officer March 16, 1998
Douglas L. Becker President, Secretary and Director
*
- -------------------------------------- Chief Financial Officer (Principal March 16, 1998
B. Lee McGee Financial and Accounting Officer)
*
- -------------------------------------- Director March 16, 1998
Donald V. Berlanti
*
- -------------------------------------- Director March 16, 1998
R. William Pollock
Director March 16, 1998
- --------------------------------------
J. Phillip Samper
- -------------------------------------- Director March 16, 1998
Nancy A. Cole
*
- -------------------------------------- Director March 16, 1998
James H. McGuire
*
- -------------------------------------- Director March 16, 1998
Rick Inatome
</TABLE>
* By Attorney in Fact
/s/ R. Christopher Hoehn-Saric
- ------------------------------
R. Christopher Hoehn-Saric
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<C> <S> <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 Asset Purchase Agreement by and among Sylvan Learning Systems, Inc., Block Testing
Services L.P. and Block State Testing Services L.P, dated as of December 1, 1997***
4.3 Agreement and Plan of Reorganization by and among Sylvan Learning Systems, Inc., Block
Testing Services L.P., National Assessment Institute, Inc. and NAI Merger Corp, dated as
of December 1, 1997***
4.4 Agreement for the Purchase of Stock by and among Sylvan Learning Systems, Inc. and the
Stockholders of PMZ, Inc., dated as of October 1, 1997***
4.5 Agreement for Purchase of Operating Sylvan Learning Center from VCM, Inc. by and between
VCM, Inc. and Sylvan Learning Systems, Inc., dated as of September 30, 1997***
5.1 Opinion of Piper & Marbury LLP***
23.1 Consent of Ernst & Young LLP***
23.2 Consent of Deloitte & Touche LLP***
23.3 Consent of Canterelli & Vernoia, CPAs***
23.4 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), filed on September 28, 1993.
** Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
*** Previously filed.
II-5
