As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
SYLVAN LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1492296
(State 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)
SYLVAN LEARNING SYSTEMS, INC.
1998 STOCK INCENTIVE PLAN
(Full Title of Plan)
Douglas L. Becker
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21231
(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
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(2) Price(2) Fee
- -------------------------------------------------------------------------------
Common Stock,
$.01 par value(1) 2,500,000 $26.0625 $65,156,250 $19,221
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration
fee are based on the average of the high and low prices of Sylvan Learning
System, Inc. Common Stock reported on the Nasdaq National Market on August
19, 1998 (i.e., $26.0625).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 0-22844) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and Quarterly Reports on Forms 10-Q for each
of the quarters ended March 31, 1998 and June 30, 1998, except
as superceded by (2) below.
2. The Company's Current Report on Form 8-K dated July 29, 1998,
relating to the restatement of the Company's consolidated
financial statements for each of the three years in the period
ended December 31, 1997 and for the quarters ended March 31,
1998 and 1997 to give retroactive effect to the Company's
merger with Aspect International Language Schools, B.V. and
subsidiaries.
3. The Company's Current Report on Form 8-K dated March 11, 1998,
relating to the restatement of the Company's selected
financial data schedule to give effect to the Company's
adoption of Statement of Financial Accounting Standards No.
128, Earnings Per Share as of December 31, 1997.
4. The description of the Company's 1998 Stock Incentive Plan
contained in the Company's Schedule 14A Definitive Proxy
Statement for the 1998 Annual Meeting of Stockholders filed on
April 21, 1998.
5. 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 Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
<PAGE>
Item 6. 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.
Item 8. Exhibits.
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Exhibit No. Description
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4.1 Articles of Amendment and Restatement (incorporated by
reference from the Company's Registration Statement on
Form S-1 (No. 33-69558))
4.2 Amended and Restated By-Laws dated September 27, 1996
(incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1996)
4.3 Sylvan Learning Systems, Inc. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit A of the Schedule
14A Definitive Proxy Statement for the 1998 Annual Meeting
of Stockholders filed on April 21, 1998)
5.1 Opinion of Piper & Marbury L.L.P. regarding the legal
validity of the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Smith, Lange & Phillips, LLP
23.5 Consent of Piper & Marbury L.L.P. (included in Exhibit
5.1)
24.1 Power of Attorney (included on signature page)
<PAGE>
Item 9. Undertakings.
-------------
(a) 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; and
(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.
(b) 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.
(c) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland on the 21st 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.
Signature Title Date
--------- ----- ----
/s/ R. Christopher Hoehn-Saric Co-Chief Executive Officer August 21, 1998
- ------------------------------ and Chairman of the Board
R. Christopher Hoehn-Saric of Directors (Principal
Executive Officer)
/s/ Douglas L. Becker Co-Chief Executive Officer August 21, 1998
- ------------------------------ President, Secretary and
Douglas L. Becker Director
/s/ B. Lee McGee Chief Financial Officer August 21, 1998
- ------------------------------ (Principal Financial and
B. Lee McGee Accounting Officer)
/s/ Donald V. Berlanti Director August 21, 1998
- ------------------------------
Donald V. Berlanti
/s/ R. William Pollock Director August 21, 1998
- ------------------------------
R. William Pollock
/s/ J. Phillip Samper Director August 21, 1998
- ------------------------------
J. Phillip Samper
/s/ Rick Inatome Director August 21, 1998
Rick Inatome
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
4.1 Articles of Amendment and Restatement ---
(incorporated by reference from the Company's
Registration Statement on Form S-1
(No. 33-69558))
4.2 Amended and Restated By-Laws dated September ---
27, 1996 (incorporated by reference from the
Company's Annual Report on Form 10-K for the
year ended December 31, 1996
4.3 Sylvan Learning Systems, Inc. 1998 Stock ---
Incentive Plan (incorporated by reference from Exhibit A of
the Schedule 14A Definitive Proxy Statement for the 1998
Annual Meeting of Stockholders filed on April
21, 1998)
5.1 Opinion of Piper & Marbury L.L.P. regarding the 7
legal validity of the securities being registered.
23.1 Consent of Ernst & Young LLP 8
23.2 Consent of Deloitte & Touche 9
23.3 Consent of Deloitte & Touche LLP 10
23.4 Consent of Smith, Lange & Phillips, LLP 11
23.5 Consent of Piper & Marbury L.L.P. (included ---
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page) ---
<PAGE>
EXHIBIT 5.1
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PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
BALTIMORE, MARYLAND 21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON
August 21, 1998
Sylvan Learning Systems, Inc.
1000 Lancaster Street
Baltimore, Maryland 21201
Re: Registration Statement on Form S-8
-----------------------------------
Dear Sirs:
We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (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 2,500,000 shares of the Company's Common Stock, par value $.01 per
share (the "Plan Shares"), issuable in connection with the Sylvan Learning
Systems, Inc. 1998 Stock Incentive Plan (the "Plan"), duly adopted by the
Company's Board of Directors and approved by the Company's stockholders at a
meeting at which a quorum was present.
In this capacity, we have examined the Company's Charter and By-Laws,
the proceedings of the Board of Directors of the Company relating to the
issuance of the Plan Shares, the proceedings of the stockholders of the Company
relating to the approval of the Plan 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 that the Plan Shares
have been duly authorized and will be (when issued, sold and delivered as
authorized) validly issued, fully paid and non-assessable.
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.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-______________) of Sylvan Learning Systems, Inc. for the
registration of 2,500,000 shares of its common stock pertaining to the 1998
Stock Incentive Plan of our report dated July 28, 1998 with respect to the
consolidated financial statements of Sylvan Learning Systems, Inc. included in
its Current Report on Form 8-K dated July 29, 1998, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
August 17, 1998
<PAGE>
EXHIBIT 23.2
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-8 of our report dated July 27, 1998,
with respect to the consolidated financial statements of Anglo-World Education
(UK) Limited and Subsidiaries included in Sylvan Learning Systems, Inc.'s
Current Report on Form 8-K dated July 29, 1998.
/s/ Deloitte & Touche
Deloitte & Touche
Southamption
United Kingdom
August 17, 1998
<PAGE>
EXHIBIT 23.3
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-8 of our reports dated March 14, 1997
(relating to the financial statements of Independent Child Study Teams, Inc. and
I-R, Inc. not presented herein) appearing in the Annual Report on Form 10-K, of
Sylvan Learning Systems, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
August 14, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF SMITH, LANGE & PHILLIPS, LLP, INDEPENDENT AUDITORS
-------------------------------------------------------------
We consent to the incorporation by reference in this Registration Statement of
Sylvan Learning Systems, Inc. on Form S-8 of our reports listed below appearing
in the Annual Report on Form 10-K of Sylvan Learning Systems, Inc. for the year
ended December 31, 1997.
Fiscal Year Report Dated
- ----------- ------------
September 30, 1995 June 11, 1998
September 30, 1996 December 10, 1996
September 30, 1997 December 7, 1997
COMPANY NAME: Smith, Lange & Phillips LLP
/s/ Smith, Lange & Phillips LLP
DATE: August 14, 1998
