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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): JANUARY 6, 1998
COMPUTER LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-26040 36-3501869
(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification Number)
11350 RANDOM HILLS ROAD 22030
SUITE 240
FAIRFAX, VIRGINIA
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (703) 359-9333
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 6, 1998, Computer Learning Centers, Inc. ("CLC") announced that
it has completed the acquisition of Boston Education Corp., d/b/a Computer
Learning Centers Boston ("CLC Boston"), a privately held provider of information
technology ("IT") education and training. The acquisition, which was accounted
for as a pooling of interests, was completed by issuing 100,074 shares of CLC
common stock. CLC Boston had 1997 annual revenues of approximately $5.2 million
and serves approximately 500 students at its two campuses: a main campus located
in Somerville, Massachusetts and a branch in Methuen, Massachusetts.
On January 6, 1998, CLC announced that it has signed a definitive agreement
to acquire Markerdowne Corporation, d/b/a Computer Learning Center Paramus ("CLC
Paramus"), a privately held provider of IT education & training, for
approximately $12.4 million in CLC Common Stock. CLC Paramus, which had calendar
1996 annual revenues of approximately $5.3 million, serves more than 800
students at its main campus located at 160 East Route 4, Paramus, New Jersey.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
A list of exhibits filed as part of this report is set forth in the Index to
Exhibits, which immediately precedes such exhibits and is incorporated herein by
reference.
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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.
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COMPUTER LEARNING CENTERS, INC.
By: /s/ CHARLES L. COSGROVE
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Charles L. Cosgrove
CHIEF FINANCIAL OFFICER
Dated: January 20, 1998
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION PAGE NO. IN THIS FILING
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99.1 Press Release Dated January 6, 1998.................................. Page 5
99.2 Press Release Dated January 6, 1998.................................. Page 6
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EXHIBIT 99.1
FAIRFAX, VA--January 6, 1998--Computer Learning Centers, Inc. (Nasdaq
National Market: CLCX) ("CLC") today announced that it has completed the
acquisition of Boston Education Corp., d/b/a Computer Learning Centers Boston
("CLC Boston"), a privately held provider of information technology ("IT")
education and training. The acquisition, which was accounted for as a pooling of
interests, was completed by issuing 100,074 shares of CLC common stock. After
merger-related expenses, CLC believes that this acquisition should be accretive
to earnings. CLC Boston had 1997 annual revenues of approximately $5.2 million
and serves approximately 500 students at its two campuses: a main campus located
in Somerville, Massachusetts and a branch in Methuen, Massachusetts.
Reid Bechtle, President and Chief Executive Officer of CLC, commented, "The
acquisition of CLC Boston represents our entrance into the New England market
and strengthens CLC's presence in the Northeastern United States. By broadening
its existing curriculum, we hope to build upon CLC Boston's established
reputation as one of the region's leading providers high quality IT education
and training."
Boston Education Corp., d/b/a Computer Leaning Centers Boston, is one of the
original Computer Learning Centers owned by Airco Education Services, a division
of the BOC Group. CLC Boston was acquired in 1987 by Mr. David Carney, who is
currently Boston Education Corp's President and CEO.
Computer Learning Centers provides information and computer-related
education and training at 19 Learning Centers in the United States. The company
designs programs and courses to meet current information technology education
needs, offering instruction in technologies such as client server, databases,
networking and object-oriented programming.
This press release contains forward-looking statements. The words "believe",
"expect", "intend", "anticipate" and "project" and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. The company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified. Future
events and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject include, but are
not limited to, the effect of government regulation, competition and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.
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EXHIBIT 99.2
FAIRFAX, VA--January 6, 1998--Computer Learning Centers, Inc. (Nasdaq
National Market: CLCX) ("CLC") today announced that it has signed a definitive
agreement to acquire Markerdowne Corporation, d/b/a Computer Learning Center
Paramus ("CLC Paramus"), a privately held provider of information technology
("IT") education & training, for approximately $12.4 million in CLC Common
Stock. CLC Paramus, which had calendar 1996 annual revenues of approximately
$5.3 million, serves more than 800 students at its main campus located at 160
East Route 4, Paramus, New Jersey.
The acquisition, which is subject to the completion of due diligence and
other closing requirements, is expected to be completed by February 14, 1998 and
to be accounted for as a pooling of interests. CLC believes that, after merger
- -related expenses, this acquisition should be accretive to earnings.
Reid Bechtle, President & Chief Executive Officer of CLC, commented, "This
acquisition would, upon its completion, join our existing Learning Center in
Cherry Hill to strengthen our presence in New Jersey. Importantly, the
acquisition of CLC Paramus would allow us to enter the large Northern New
Jersey/New York market.
"CLC Paramus has established an outstanding reputation and we look forward
to continuing to provide its students with the same high quality IT education,
training and services they have come to expect. We believe that New Jersey is a
key strategic market for CLC due to the large number of potential students and a
growing number of job opportunities that exist for individuals who possess
current, hands-on IT education and training. We also believe that we can broaden
the appeal of CLC Paramus' existing curriculum by introducing new courses and
programs which are designed to enhance our graduates' ability to obtain a
well-paying, entry-level job in an IT related field." CLC Paramus was opened in
1982 and is one of the original Computer Learning Centers formally owned by
Airco Education Services, a division of the BOC Group. CLC Paramus was acquired
in 1987 by Graeme Dorras, who is currently Markerdowne Corporation's President.
Computer Learning Centers provides information and computer-related
education and training at 19 Learning Centers in the United States. The company
designs programs and courses to meet current information technology education
needs, offering instruction in technologies such as client server, databases,
networking and object-oriented programming.
This press release contains forward-looking statements. The words "believe",
"expect", "intend", "anticipate" and "project" and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. The company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified. Future
events and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject include, but are
not limited to, the effect of government regulation, competition and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.
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