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As filed with the Securities and Exchange Commission
on October 6, 2000
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
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10021 Balls Ford Road, Suite 200, Manassas, Virginia 20109
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(Address of Principal Executive Offices) (Zip Code)
2000 Stock Incentive Plan
-------------------------
(Full Title of the Plan)
Mark M. Nasser
Vice President and Chief Financial Officer
Computer Learning Centers, Inc.
10021 Balls Ford Road, Suite 200
Manassas, Virginia 20109
-------------------------
(Name and Address of Agent For Service)
(703) 367-7000
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered per share price fee
---------------- ---------------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 (2)$1.02 (2)$1,020,000 (2)$270.00
$.01 par value shares(1)
</TABLE>
(1) Representing shares of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), to be issued by the Registrant in
connection with the 2000 Stock Incentive Plan. This Registration
Statement also covers such indeterminate number of additional shares as
may become issuable to prevent dilution in the event of stock splits,
stock dividends or similar transactions pursuant to the terms of the
Plan.
(2) 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
October 3, 2000.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 2000 Stock Incentive Plan of Computer
Learning Centers, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest
prospectus filed pursuant to Rule 424(b) under the Securities
Act that contains audited financial statements for the latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the Registrant's Common Stock, par value
$.01 per share (the "Common Stock"), contained in a
registration statement filed under the Exchange Act including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of the 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 the purposes of this Registration Statement to the
extent 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 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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended, provides a
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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 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 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits and the exhibits
listed thereon are
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incorporated herein by reference.
Item 9. Undertakings.
1. The Registrant undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan or distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(b) 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.
(c) 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.
2. The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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, suit 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 Securities
Act and will be governed by the final adjudication of such issue.
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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 Manassas, Virginia, on the 6th day of October, 2000.
COMPUTER LEARNING CENTERS, INC.
By: /s/ John L. Corse
-----------------------------------------
John L. Corse
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Computer Learning
Centers, Inc., hereby severally constitute John L. Corse, Mark M. Nasser 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.
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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>
<S> <C> <C>
Signature Title Date
/s/ John L. Corse Director, President and Chief October 6, 2000
---------------------- Executive Officer (Principal
John L. Corse Executive Officer)
/s/ Mark M. Nasser
---------------------- Vice President and Chief Financial October 6, 2000
Mark M. Nasser Officer (Principal Financial Officer)
/s/ Harry H. Gaines
----------------------
Harry H. Gaines Director October 6, 2000
/s/ Stephen P. Reynolds
----------------------
Stephen P. Reynolds Director October 6, 2000
/s/ Ralph W. Clark
----------------------
Ralph W. Clark Director October 6, 2000
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
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<S> <C> <C>
4.1 Second Amended and Restated Certificate of *
Incorporation, as amended (incorporated herein by
reference to Exhibit 3.1 to the Registrant's report
on Form 10-Q for the quarter ended July 31, 1997)
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 LLP
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5)
23.2 Consent of PriceWaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature pages
of this Registration Statement)
</TABLE>
* Incorporated herein by reference
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