<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2000
Sylvan Learning Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Maryland 0-22844 52-1492296
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
1000 Lancaster Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 843-8000
<PAGE>
Item 5. Other Events.
(a) On September 7, 2000, Sylvan Ventures, a subsidiary of Sylvan Learning
Systems, Inc., Houghton Mifflin Company and Inception Capital announced the
formation of Classwell Learning Group, an online education company to provide
pre-K-12 teachers with new teaching and learning resources to meet their
individual classroom needs and those of their students.
The foregoing description of the formation of Classwell Learning Group
does not purport to be complete. A press release issued by Sylvan Learning
Systems, Houghton Mifflin and Inception Capital on September 7, 2000 announcing
the formation of Classwell is attached as an exhibit hereto.
(b) On September 8, 2000, Sylvan Learning Systems, Inc. announced it had
signed a definitive agreement to sell Aspect, Sylvan's English language
instruction subsidiary. Aspect is being purchased for $22 million in cash by a
management group backed by Warburg Pincus, a private equity investment firm.
The foregoing description of the sale of Aspect does not purport to be
complete. A press release issued by Sylvan on September 8, 2000 announcing the
sale is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Not Applicable
(c) Exhibits. The following exhibits are filed with this report:
--------
99.1 Press Release, dated September 7, 2000, of Sylvan Learning
Systems, Inc., Houghton Mifflin Company and Inception Capital.
99.2 Press Release, dated September 8, 2000, of Sylvan Learning
Systems, Inc.
[Signature on following page.]
-1-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYLVAN LEARNING SYSTEMS, INC.
/s/ B. Lee McGee
--------------------------------
Name: B. Lee McGee
Title: Executive Vice President
Date: September 11, 2000
-2-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description Page No.
------- ----------- --------
<S> <C> <C>
99.1 Press Release, dated September 7, 2000, of Sylvan Learning
Systems, Inc., Houghton Mifflin Company and Inception Capital.
99.2 Press Release, dated September 8, 2000, of Sylvan Learning
Systems, Inc.
</TABLE>
-3-
