sc13gza

0000950133-06-000609.txt : 20060210 0000950133-06-000609.hdr.sgml : 20060210 20060210172839 ACCESSION NUMBER: 0000950133-06-000609 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-A, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-B, L.P. GROUP MEMBERS: DAVID L. WARNOCK GROUP MEMBERS: DONALD W. HUGHES GROUP MEMBERS: RICHARD M. BERKELEY GROUP MEMBERS: RICHARD M. JOHNSTON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC II LLC CENTRAL INDEX KEY: 0001160267 IRS NUMBER: 061589836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 06599960 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 SC 13G/A 1 w17492asc13gza.htm SCHEDULE 13G/A sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Nobel Learning Communities, Inc.

(Name of Issuer)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

654889104

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Camden Partners Strategic II, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

-2-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Camden Partners Strategic Fund II-A, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

-3-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Camden Partners Strategic Funds II-B, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

-4-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: David L. Warnock

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,2099

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

-5-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Donald W. Hughes

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

-6-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Richard M. Berkeley

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

-7-


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS: Richard M. Johnston

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,722,209

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,722,209

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,722,209

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	18.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

-8-

This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) relating to Nobel Learning Communities, Inc., a Delaware corporation (the “Company”), is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Commission on June 27, 2003 and the Amendment No. 1 to Schedule 13G filed with the Commission on February 17, 2004 (collectively, the “Schedule 13G”). Capitalized terms used and not defined herein have the same meaning as in the Schedule 13G. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13G.


Item 4.		Ownership.

The first paragraph of Item 4(a) is hereby deleted and replaced in its entirety by the following three paragraphs:

CPS Fund II-A is the direct beneficial owner of an aggregate of 1,625,775 shares of the Common Stock—consisting of 1,427,915 shares of the Series E Preferred Stock currently convertible into 1,427,915 shares of the Common Stock and 197,860 shares of the Company’s Series F Convertible Preferred Stock (the “Series F Preferred Stock”) currently convertible into 197,860 shares of the Common Stock (collectively, the “CPS II-A Shares”).

CPS Fund II-B is the direct beneficial owner of an aggregate of 96,434 shares of the Common Stock—consisting of 84,701 shares of the Series E Preferred Stock currently convertible into 84,701 shares of the Common Stock and 11,733 shares of the Series F Preferred Stock currently convertible into 11,733 shares of the Common Stock) (the “CPS II-B Shares” and together with the CPS II-A Shares, the “Shares”).

Pursuant to the terms of the Series F Preferred Stock and the Company’s Series E Convertible Preferred Stock, CPS II-A and CPS II-B are entitled to share dividends payable quarterly.

Item 4(b) and (c) are hereby deleted and replaced in their entirety by the following:

(b) Percent of Class: Collectively, the Shares represent 18.7% beneficial ownership of the Company’s Common Stock. The percentage of beneficial ownership is based on an aggregate of 7,506,307 shares of the Common Stock outstanding (according to the Company’s 10-Q filed with the Commission on November 11, 2005, incorporated herein by reference).

	(i)		Sole power to vote or to direct the vote: 0 shares for each Reporting Person

	(ii)		Shared power to vote or to direct the vote: 1,722,209 shares for CPS II, CPS Fund II-A, and CPS Fund II-B (includes : (i) 1,512,616 shares of Common Stock issuable upon conversion of 1,512,616 shares of the Series E Convertible Preferred Stock owned by CPS Fund II-A and CPS Fund II-B, (ii) 209,593 shares of Common Stock issuable upon conversion of 209,593 shares of the Series F Convertible Preferred Stock owned by CPS Fund II-A and CPS Fund II-B). As described in Item 4(a), each of the Managing Members disclaims the power to vote or direct the vote of the Shares owed by CPS Fund II-A and CPS Fund II-B.

	(iii)		Sole power to dispose or to direct the disposition: 0 shares for each Reporting Person

	(iv)		Shared power to dispose or to direct the disposition: 1,722,209 shares for CPS II, CPS Fund II-A, and CPS Fund II-B (includes: (i) 1,512,616 shares of Common Stock issuable upon conversion of 1,512,616 shares of the Series E Convertible Preferred Stock owned by CPS Fund II-A and CPS Fund II-B, (ii) 209,593 shares of Common Stock issuable upon conversion of 209,593 shares of the Series F Convertible Preferred Stock owned by CPS

-9-

Fund II-A and CPS Fund II-B). As described in Item 4(a), each of the Managing Members disclaims the power to vote or direct the vote of the Shares owed by CPS Fund II-A and CPS Fund II-B.

Exhibits

Exhibit 1 — Agreement regarding filing of joint Schedule 13G/A (attached).

Exhibit 2 — Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed by the Reporting Persons with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

Exhibit 3 — Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed by the Reporting Persons with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 4 — Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed by the Reporting Persons with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 5 — Form 10-Q (previously filed by Nobel Learning Communities, Inc. on November 11, 2005, incorporated herein by reference).

-10-

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 10, 2006

		CAMDEN PARTNERS STRATEGIC FUND II-A, L.P.

		By: Camden Partners Strategic II, LLC, its general partner


		/s/ Donald W. Hughes


		Name: Donald W. Hughes
		Title: Managing Member

		CAMDEN PARTNERS STRATEGIC FUND II-B, L.P.

		By: Camden Partners Strategic II, LLC, its general partner


		/s/ Donald W. Hughes


		Name: Donald W. Hughes
		Title: Managing Member


		CAMDEN PARTNERS STRATEGIC II, LLC


		/s/ Donald W. Hughes

		Name: Donald W. Hughes
		Title: Managing Member

-11-


		DAVID L. WARNOCK


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: David L. Warnock


		DONALD W. HUGHES


		/s/ Donald W. Hughes


		Name: Donald W. Hughes


		RICHARD M. JOHNSTON


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: Richard M. Johnston


		RICHARD M. BERKELEY


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: Richard M. Berkeley

-12-

EX-1 2 w17492aexv1.htm EXHIBIT 1 exv1

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G/A (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


		CAMDEN PARTNERS STRATEGIC FUND II-A, L.P.

		By: Camden Partners Strategic II, LLC, its general partner


		/s/ Donald W. Hughes


		Name: Donald W. Hughes
		Title: Managing Member

		CAMDEN PARTNERS STRATEGIC FUND II-B, L.P.

		By: Camden Partners Strategic II, LLC, its general partner


		/s/ Donald W. Hughes


		Name: Donald W. Hughes
		Title: Managing Member

-12-


		CAMDEN PARTNERS STRATEGIC II, LLC


		/s/ Donald W. Hughes


		Name: Donald W. Hughes
		Title: Managing Member

		DAVID L. WARNOCK


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: David L. Warnock


		DONALD W. HUGHES


		/s/ Donald W. Hughes


		Name: Donald W. Hughes


		RICHARD M. JOHNSTON


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: Richard M. Johnston


		RICHARD M. BERKELEY


		/s/ Donald W. Hughes, as Attorney-in-Fact


		Name: Richard M. Berkeley

-13-