<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1996
REGISTRATION NO. 333-11401
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COMPUTER LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 8222 36-3501869
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
------------------------------
11350 RANDOM HILLS ROAD, SUITE 240, FAIRFAX, VIRGINIA 22030
(703) 359-9333
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
CHARLES L. COSGROVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COMPUTER LEARNING CENTERS, INC.
11350 RANDOM HILLS ROAD, SUITE 240, FAIRFAX, VIRGINIA 22030
(703) 359-9333
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
DAVID SYLVESTER KENNETH L. GUERNSEY
WILLIAM F. WINSLOW MARTIN J. LOBDELL
HALE AND DORR COOLEY GODWARD LLP
1455 Pennsylvania Avenue, N.W. One Maritime Plaza, 20th Floor
Washington, D.C. 20004 San Francisco, CA 94111
(202) 942-8400 (415) 693-2000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE HEREOF.
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, check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
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>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE (3)
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share................. 1,305,000 $28.00 $36,540,000 $12,600
</TABLE>
(1) Includes up to 170,216 shares of Common Stock which the Underwriters have
the option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
sales prices of the Registrant's Common Stock on the Nasdaq National Market
on September 3, 1996.
(3) Previously paid.
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 SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate of the expenses expected to be
incurred in connection with the issuance and distribution of the securities
being registered, other than underwriting compensation:
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission........ $ 12,600
Filing Fee -- National Association of Securities Dealers,
Inc.......................................................... 4,154
Listing Fee -- Nasdaq National Market......................... 10,000
Transfer Agent and Registrar Fees and Expenses................
Blue Sky Fees and Expenses.................................... 8,000
Legal Fees and Expenses.......................................
Accounting Fees and Expenses..................................
Printing and Engraving Expenses...............................
Directors' and Officers' Liability Insurance..................
Miscellaneous
-----------
Total.....................................................
-----------
-----------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended, provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers. Section 145 generally provides that a director or officer
of a corporation (i) shall be indemnified by the corporation for all expenses of
such legal proceedings when he is successful on the merits, (ii) may be
indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings (other than a derivative suit), even if
he is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made under clause (iii)
above, however, if the director or officer is adjudged liable for negligence or
misconduct in the performance of his duties to the corporation, unless a
corporation determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.
The indemnification of directors and officers is provided for by Article
SEVENTH of the Registrant's Second Amended and Restated Certificate of
Incorporation, which provides in substance that, to the fullest extent permitted
by Delaware law as it now exists or as amended, each director and officer shall
be indemnified against reasonable costs and expenses, including attorney's fees,
and any liabilities which he may incur in connection with any action to which he
may be made a party by reason of his being or having been a director or officer
of the Registrant. The indemnification provided by the Registrant's Second
Amended and Restated Certificate of Incorporation is not deemed exclusive of or
intended in any way to limit any other rights to which any person seeking
indemnification may be entitled.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally
II-1
<PAGE>
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
Article NINTH of the Registrant's Second Amended and Restated Certificate of
Incorporation provides for the elimination of personal liability of a director
for breach of fiduciary duty, as permitted by Section 102(b)(7) of the Delaware
General Corporation Law.
Section 9 of the Underwriting Agreement provides for indemnification by the
Underwriters under certain circumstances of directors, officers and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
The Registrant maintains liability insurance in the amount of $5,000,000
insuring its officers and directors against liabilities that they may incur in
such capacities, including liabilities arising under the Federal securities laws
other than liabilities arising out of the filing of a registration statement
with the Securities and Exchange Commission.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The securities issued by the Registrant since January 1, 1993 which were not
registered under the Securities Act are listed below.
(a) Issuances of Capital Stock. On November 30, 1994, the Registrant
issued 5,312 shares of its Common Stock to an employee pursuant to an
exercise of stock options.
(b) Grants of Stock Options.
The Registrant's Long-Term Incentive Plan, as amended, was adopted by the
Board of Directors and approved by the Company's stockholders on October 26,
1988. As of August 31, 1996, options to purchase an aggregate of 439,054 shares
of Common Stock were outstanding under the Long-Term Incentive Plan. 21,603
shares of Common Stock have been issued upon the exercise of options granted
under such Plan. The Company has provided that no additional option grants may
be made under this Plan.
No underwriters were involved in connection with the sales of securities
referred to herein. The shares of capital stock issued in the above transactions
were offered and sold in reliance upon the exemption from registration under
Section 4(2) of the Securities Act, relative to sales by an issuer not involving
any public offering, Rule 506 under the Securities Act or Rule 701 under the
Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBITS NUMBERED PAGE
- ----------- -------------------------------------------------------------------------------------- ---------------
<C> <C> <S> <C>
*1.1 -- Form of Underwriting Agreement.
3.1 -- Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 of the Registrant's Report on Form 10-Q
filed July 14, 1995 (the "1995 Form 10-Q")).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <C> <S> <C>
3.3 -- Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.4 of the Registrant's Form S-1 Registration Statement, as amended, filed March 29,
1995 (Registration No. 33-90716) (the "Form S-1")).
4.1 -- Specimen certificate for shares of the Registrant's Common Stock (incorporated by
reference to Exhibit 4.1 of the Form S-1).
*5.1 -- Opinion of Hale and Dorr.
10.1 -- Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the
Form S-1).
10.2 -- 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form S-1).
10.3 -- 1995 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit
10.3 of the Form S-1).
10.4 -- Second Amended and Restated Shareholders' Agreement (incorporated by reference to
Exhibit 10.1 of the 1995 Form 10-Q).
10.5 -- Employment Agreement, dated June 30, 1987, between Harry H. Gaines and the Registrant,
as amended on May 29, 1990 (incorporated by reference to Exhibit 10.5 of the Form
S-1).
10.6 -- Assignment Agreement, dated as of February 27, 1995, by and among Blessing/White Inc.,
Harry H. Gaines and the Registrant (incorporated by reference to Exhibit 10.6 of the
Form S-1).
10.7 -- Office Lease, dated October 16, 1986, by and between Collins Tuttle & Company, Inc.
and the Registrant, as amended (incorporated by reference to Exhibit 10.7 of the Form
S-1).
10.8 -- Office Lease dated October 1994, by and between Nancy B. Rogers and Robert Bernheim
and the Registrant (incorporated by reference to Exhibit 10.8 of the Form S-1).
10.9 -- Standard Business Complex Lease, dated June 18, 1993, by and between DAG Management,
Inc. and the Registrant (incorporated by reference to Exhibit 10.9 of the Form S-1).
10.10 -- Office Space Lease, dated March 11, 1983, by and between Wilshire Commerce Building,
Ltd. and the Registrant, as amended (incorporated by reference to Exhibit 10.10 of the
Form S-1).
10.11 -- Office Lease Agreement, dated September 27, 1991, by and between ITEC Associates and
the Registrant (incorporated by reference to Exhibit 10.11 of the Form S-1).
10.12 -- Standard Office Lease, dated August 12, 1991, by and between Boccardo Properties and
the Registrant (incorporated by reference to Exhibit 10.12 of the Form S-1).
10.13 -- Office Lease, dated July 8, 1994, by and between LaSalle National Bank, as Trustee,
and the Registrant, as amended (incorporated by reference to Exhibit 10.13 of the Form
S-1).
10.14 -- Lease Agreement, dated April 14, 1994, by and between Lifeco Fair Oaks Office Building
Joint Venture and the Registrant, as amended (incorporated by reference to Exhibit
10.14 of the Form S-1).
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <C> <S> <C>
10.15 -- Lease Agreement dated December 19, 1991 by and between Plaza 500 Limited Partnership
and the Registrant, as amended (incorporated by reference to Exhibit 10.15 of the Form
S-1).
10.16 -- Voting Agreement dated May 5, 1995 by and among General Atlantic Corporation, General
Atlantic Partners II, L.P. and GAP-CLC Partners, L.P. (incorporated by reference to
Exhibit 10.16 of the Form S-1).
10.17 -- Stock Repurchase Agreement, dated May 5, 1995, by and between Bankers Trust (Delaware)
and the Registrant (incorporated by reference to Exhibit 10.17 of the Form S-1).
10.18 -- Stock Repurchase Agreement, dated May 5, 1995 by and between BancBoston Capital, Inc.
and the Registrant (incorporated by reference to Exhibit 10.18 of the Form S-1).
10.19 -- Stock Repurchase Agreement, dated May 5, 1995 by and between Bankers Partners, L.P.
and the Registrant (incorporated by reference to Exhibit 10.19 of the Form S-1).
10.20 -- Stock Repurchase Agreement, dated May 5, 1995 by and between General Atlantic Partners
II, L.P. and the Registrant (incorporated by reference to Exhibit 10.20 of the Form
S-1).
10.21 -- Tax Sharing and Indemnification Agreement dated as of May 30, 1995 by and between the
Registrant and Blessing/White Inc. (incorporated by reference to Exhibit 10.26 of the
Registrant's Report on Form 10-K filed April 30, 1996 (the "Form 10-K")).
10.22 -- Lease Agreement dated February 12, 1996 by and between Plum Grove Associates and the
Registrant (incorporated by reference to Exhibit 10.16 of the Form 10-K).
10.23 -- Lease Agreement dated April 1, 1996 by and between Mack-R Company No. 1, Plymouth
Meeting, PA and the Registrant (incorporated by reference to Exhibit 10.17 of the Form
10-K).
10.24 -- Lease Agreement dated January 17, 1996 by and between Phase One Equities, Inc. and
Litchfield Investments and the Registrant (incorporated by reference to Exhibit 10.18
of the Form 10-K).
10.25 -- Lease Agreement dated August 1, 1995 by and between Eastgate Plaza Ltd. and the
Registrant (incorporated by reference to Exhibit 10.19 of the Form 10-K).
10.26 -- Lease Agreement dated August 11, 1995 by and between Caroline Partners, Ltd. and the
Registrant (incorporated by reference to Exhibit 10.20 of the Form 10-K).
10.27 -- Lease Agreement dated April 1, 1996 by and between 312 Marshall Avenue Limited
Partnership and the Registrant (incorporated by reference to Exhibit 10.1 of the
Registrant's Report on Form 10-Q dated September 4, 1996 (the "1996 Form 10-Q")).
10.28 -- Employment Agreement, dated June 6, 1996, by and between Harry H. Gaines and the
Registrant (incorporated by reference to Exhibit 10.2 of the 1996 Form 10-Q).
10.29 -- Agreement dated February 1, 1995 by and between the Registrant and Reid R. Bechtle
(incorporated by reference to Exhibit 10.29 of the Form 10-K).
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <C> <S> <C>
11.1 -- Computation of historical and supplemental pro forma earnings per share.
*23.1 -- Consent of Hale and Dorr (contained in Exhibit 5.1).
23.2 -- Consent of Price Waterhouse LLP.
24 -- Power of Attorney (contained on page II-5).
</TABLE>
- ------------------------
* To be filed by amendment.
(b) Financial Statement Schedules.
Schedule II -- Valuation and Qualifying Accounts
All other schedules are omitted as the information required is inapplicable
or the information is presented in the financial statements or the related
notes.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fairfax, Virginia, on the 4th day of
September, 1996.
COMPUTER LEARNING CENTERS, INC.
By /s/ REID R. BECHTLE
------------------------------------------
Reid R. Bechtle,
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Reid R. Bechtle, Charles L. Cosgrove and David
Sylvester, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and all
documents relating thereto and any registration statement relating to any
offering made pursuant to this registration statement that is to be effective
upon filing pursuant to Rule 462(b) under 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, granting unto
each said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ -------------------
<C> <S> <C>
President, Chief Executive
/s/ REID R. BECHTLE Officer and Director
- ------------------------------ (Principal Executive September 4, 1996
Reid R. Bechtle Officer)
/s/ CHARLES L. COSGROVE Vice President and Chief
- ------------------------------ Financial Officer (Principal September 4, 1996
Charles L. Cosgrove Financial Officer)
/s/ MARK M. NASSER
- ------------------------------ Controller (Principal September 4, 1996
Mark M. Nasser Accounting Officer)
/s/ HARRY H. GAINES
- ------------------------------ Director September 4, 1996
Harry H. Gaines
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ -------------------
<C> <S> <C>
/s/ RALPH W. CLARK
- ------------------------------ Director September 4, 1996
Ralph W. Clark
/s/ IRA D. COHEN
- ------------------------------ Director September 4, 1996
Ira D. Cohen
/s/ JOHN L. CORSE
- ------------------------------ Director September 4, 1996
John L. Corse
/s/ STEPHEN P. REYNOLDS
- ------------------------------ Director September 4, 1996
Stephen P. Reynolds
</TABLE>
II-7
<PAGE>
SCHEDULE II
COMPUTER LEARNING CENTERS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
--------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER NET BALANCE AT
DESCRIPTION OF YEAR EXPENSES ACCOUNTS WRITE-OFFS END OF YEAR
- ----------------------------------------------------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
January 31, 1993
Allowance for doubtful accounts.................... $ 1,331 $ 1,375 -- $ (2,045) $ 661
January 31, 1994
Allowance for doubtful accounts.................... 661 1,996 $ 22 (1,978) 701
January 31, 1995
Allowance for doubtful accounts.................... 701 3,313 9 (2,286) 1,737
January 31, 1996
Allowance for doubtful accounts.................... 1,737 2,613 19 (2,862) 1,507
July 31, 1996 (unaudited)
Allowance for doubtful accounts.................... 1,507 1,284 -- (1,149) 1,642
</TABLE>
<PAGE>
EXHIBIT 11.1,
PAGE 1 OF 2
COMPUTER LEARNING CENTERS, INC.
COMPUTATION OF EARNINGS PER SHARE -- UNAUDITED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEE NOTE 2 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JANUARY 31,
-------------------------------------------
1996
1995 1996 SUPPLEMENTAL
PRO FORMA (1) PRO FORMA (1) PRO FORMA (1)
------------- ------------- -------------
<S> <C> <C> <C>
Income from continuing operations.................................. $ 1,187 $ 2,919 $ 3,069
-------------
-------------
Income (loss) from discontinued operations......................... 1,901 (1,065)
------------- -------------
Net income......................................................... $ 3,088 $ 1,854
------------- -------------
------------- -------------
Weighted average number of common shares outstanding:
Preferred shares converted to common stock....................... 1,826,205 1,755,697 1,755,697
Common stock..................................................... 16,633 1,581,984 1,581,984
Common stock equivalents:
Employee stock options......................................... 270,049 232,382 232,382
Nonqualified stock options..................................... 7,466 7,499 7,499
Directors shares............................................... -- 1,620 1,620
Number of shares required to be sold to retire the following (2)
Bank debt of $5,500,000.......................................... -- -- 292,465
Convertible subordinated debt of $4,000,000...................... -- -- 212,702
Subordinated notes to certain preferred stockholders of
$4,111,400...................................................... 616,654 218,626 218,626
------------- ------------- -------------
Weighted average common shares outstanding......................... 2,737,007 3,797,808 4,302,975
------------- ------------- -------------
Pro forma income per share from continuing operations.............. $ 0.43 $ 0.77 $ 0.71
-------------
-------------
Pro forma income (loss) per share from discontinued operations..... $ 0.69 $ (0.28)
------------- -------------
Pro forma net income per share..................................... $ 1.12 $ 0.49
------------- -------------
------------- -------------
</TABLE>
- ------------------------
(1) After giving pro forma effect to the conversion of Class D Convertible
Preferred Stock, Class B Convertible Preferred and Class A Convertible
Preferred Stock into Common Stock at 1:0.408, 1:0.369 and 1:0.314,
respectively, and the Reverse Stock Split.
(2) Based upon an assumed price of $8.50 per share.
<PAGE>
EXHIBIT 11.1,
PAGE 2 OF 2
COMPUTER LEARNING CENTERS, INC.
COMPUTATION OF EARNINGS PER SHARE -- UNAUDITED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEE NOTE 2 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JULY 31,
-------------------------------------------
1995 1996 1996
PRO FORMA (1) PRIMARY FULLY DILUTED
------------- ------------- -------------
<S> <C> <C> <C>
Income from continuing operations.................................. $ 909 $ 2,464 $ 2,464
Income from discontinued operations................................ (1,065) -- --
------------- ------------- -------------
Net income (loss).................................................. $ (156) $ 2,464 $ 2,464
------------- ------------- -------------
------------- ------------- -------------
Weighted average number of common shares outstanding:
Preferred shares converted to common stock....................... 1,826,205 -- --
Common stock..................................................... 702,632 4,276,798 4,276,798
Common stock equivalents:
Employee stock options......................................... 270,514 230,329 333,872
Nonqualified stock options..................................... 7,467 41,369 71,935
Directors stock options........................................ 72 7,839 11,883
Subscription notes receivable.................................. -- 24,867 43,730
Number of shares required to be sold to retire the following (2)
Subordinated notes to certain preferred stockholders of
$4,111,400...................................................... 440,875 -- --
------------- ------------- -------------
Weighted average common shares outstanding......................... 3,247,765 4,581,202 4,738,218
------------- ------------- -------------
Income per share from continuing operations........................ $ 0.54 $ 0.52
------------- -------------
------------- -------------
Pro forma income per share from continuing operations.............. $ 0.28
Pro forma income per share from discontinued operations............ $ (0.33)
-------------
Pro forma net income per share..................................... $ (0.05)
-------------
-------------
</TABLE>
- ------------------------
(1) After giving pro forma effect to the conversion of Class D Convertible
Preferred Stock, Class B Convertible Preferred and Class A Convertible
Preferred Stock into Common Stock at 1:0.408, 1:0.369 and 1:0.314,
respectively, and the Reverse Stock Split.
(2) Based upon an assumed price of $8.50 per share.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 15, 1996, relating
to the consolidated financial statements of Computer Learning Centers, Inc.,
which appears in such Prospectus. We also consent to the application of such
report to the Financial Statement Schedule for the three years ended January 31,
1996 listed under Item 16(b) of this Registration Statement when such schedule
is read in conjunction with the consolidated financial statements referred to in
our report. The audits referred to in such report also included this schedule.
We also consent to the references to us under the headings "Experts" and
"Selected Consolidated Financial Data" in such Prospectus. However, it should be
noted that Price Waterhouse LLP has not prepared or certified such "Selected
Consolidated Financial Data."
PRICE WATERHOUSE LLP
New York, New York
September 3, 1996
