<PAGE>
As filed with the Securities and Exchange Commission
on November 27, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMPUTER LEARNING CENTERS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3501869
- -------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
11350 Random Hills Road, Suite 240, Fairfax, Virginia 22030
- -------------------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Charles L. Cosgrove
Vice President and Chief Financial Officer
Computer Learning Centers, Inc.
11350 Random Hills Road, Suite 240
Fairfax, Virginia 22030
----------------------------------------------
(Name and Address of Agent For Service)
(703) 359-9333
----------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
- ------------------- ------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $25(1) $10,000,000(1) $ 3,030.30
$.01 par value shares(1)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) and Rule 457(h) under the Securities
Act of 1933, based on the average of the high and low prices of the
Registrant's Common Stock as reported by the Nasdaq National Market on
November 25, 1996.
1
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-96368, which
Registration Statement relates to the Registrant's Long-Term Incentive Plan,
1995 Stock Incentive Plan and 1995 Non-Employee Directors Stock Option Plan.
2
<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 Fairfax, Virginia, on the 27th day of November, 1996.
COMPUTER LEARNING CENTERS, INC.
By: /s/ Reid R. Bechtle
-------------------------
Reid R. Bechtle
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Computer Learning
Centers, Inc., hereby severally constitute Reid R. Bechtle, Charles L. Cosgrove
and David Sylvester, and any of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Computer Learning Centers, Inc. to comply with
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
WITNESS our hands and common seal on the date set forth below.
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
--------- ----- -----
<S> <C> <C>
/s/ Reid R. Bechtle President, Chief ) November 27, 1996
- --------------------- Executive Officer )
Reid R. Bechtle and Director )
(Principal Execu- )
tive Officer) )
/s/ Charles L. Cosgrove Vice President ) November 27, 1996
- ------------------------ and Chief Fin- )
Charles L. Cosgrove ancial Officer )
(Principal Finan- )
cial Officer) )
/s/ Mark M. Nasser Controller (Prin- ) November 27, 1996
- ----------------------- cipal Accounting )
Mark M. Nasser Officer) )
/s/ Harry H. Gaines Director ) November 27, 1996
- ----------------------- )
Harry H. Gaines
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Ira D. Cohen Director ) November 27, 1996
- ----------------------- )
Ira D. Cohen
/s/ Stephen P. Reynolds Director ) November 27, 1996
- ----------------------- )
Stephen P. Reynolds
/s/ Ralph W. Clark Director ) November 27, 1996
- ----------------------- )
Ralph W. Clark
/s/ John L. Corse Director ) November 27, 1996
- ---------------------- )
John L. Corse
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- -------- ----------- ----
<S> <C> <C>
4.1 Second Amended and Restated *
Certificate of Incorporation
(incorporated herein by
reference to Exhibit 3.3 to
the Registrant's report on
Form 10-Q for the quarter
ended April 30, 1995).
4.2 Amended and Restated By-Laws *
of the Registrant
(incorporated herein by
reference to Exhibit 3.4 to
the Registrant's Registration
Statement on Form S-1, as
amended (File No.
33-90716)(the "Form S-1")).
4.3 Specimen Certificate of *
Common Stock of the
Registrant (incorporated
herein by reference to
Exhibit 4.1 to the Form S-1).
5 Opinion of Hale and Dorr 6
23.1 Consent of Hale and Dorr 6
(included in Exhibit 5)
23.2 Consent of Price Waterhouse 8
LLP
24.1 Power of Attorney (included
in the signature pages of
this Registration Statement)
</TABLE>
- ----------
* Incorporated herein by reference
5
<PAGE>
Exhibit 5
November 27, 1996
Computer Learning Centers, Inc.
11350 Random Hills Road
Suite 240
Fairfax, Virginia 22030
Re: 1995 Stock Incentive Plan
-------------------------
Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 to be filed on November 27, 1996 with the Securities and Exchange
Commission relating to an aggregate of 400,000 shares of the Common Stock, $.01
par value per share ("Common Stock"), of Computer Learning Centers, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1995 Stock
Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company and
all amendments thereto, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the aforementioned Registration Statement and such other documents
relating to this Company as we deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued and paid for in accordance
with the terms of the Plan and at a price per share in excess of the par value
per share for such shares, will be legally issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the aforementioned Registration
Statement.
Very truly yours,
HALE AND DORR
6
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
7
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 1996 appearing on page F-2
of Computer Learning Centers, Inc.'s Annual Report on Form 10-K for the year
ended January 31, 1996.
Price Waterhouse LLP
New York, New York
November 27, 1996
8
