sc13gza

0000950133-08-000577.txt : 20080214 0000950133-08-000577.hdr.sgml : 20080214 20080214123556 ACCESSION NUMBER: 0000950133-08-000577 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 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 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: 08611463 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 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 SC 13G/A 1 w48723sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Nobel Learning Communities, Inc.

(Name of Issuer)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

654889104

(CUSIP Number)

December 31, 2007

(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 disclosures provided in a prior cover page.

The information required on 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).

Page 1 of 14


CUSIP No.		654889104


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


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 2 of 14 Pages


CUSIP No.		654889104


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


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 14 Pages


CUSIP No.		654889104


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


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 14 Pages


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS. David L. Warnock


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 5 of 14 Pages


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS. Donald W. Hughes


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 6 of 14 Pages


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS. Richard M. Berkeley


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 7 of 14 Pages


CUSIP No.		654889104


1	NAMES OF REPORTING PERSONS. Richard M. Johnston


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			1,768,213

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			1,768,213

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,768,213

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)

	17.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 8 of 14 Pages

This Amendment No. 4 to Schedule 13G (“Amendment No. 4”) 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, the Amendment No. 1 to Schedule 13G filed with the Commission on February 17, 2004, the Amendment No. 2 to Schedule 13G filed with the Commission on February 10, 2006 and the Amendment No. 3 to Schedule 13G filed with the Commission on February 12, 2007 (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.

Item 4(a) is hereby deleted and replaced in its entirety by the following paragraphs:

CPS Fund II-A is the direct beneficial owner of an aggregate of 1,669,206 shares of the Common Stock (the “CPS II-A Shares”). CPS Fund II-B is the direct beneficial owner of an aggregate of 99,007 shares of the Common Stock (the “CPS II-B Shares” and together with the CPS II-A Shares, the “Shares”).

By virtue of CPS II being the sole general partner of each of CPS Fund II-A and CPS Fund II-B and Messrs. Warnock, Hughes, Johnston, and Berkeley being the Managing Members of CPS II, CPS II and each Managing Member may be deemed to beneficially own the Shares directly beneficially owned by each of CPS Fund II-A and CPS Fund II-B, to the extent of the Reporting Person’s respective pecuniary interest therein. Each of the Managing Members disclaims beneficial ownership of the Shares owned by CPS Fund II-A and CPS Fund II-B, except to the extent of their indirect pecuniary interest therein. CPS Fund II-A disclaims beneficial ownership of the CPS II-B Shares and CPS Fund II-B disclaims beneficial ownership of the CPS II-A Shares.

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

(b) Percent of Class: All calculations of beneficial ownership percentages herein assume that the Company had the same 10,366,810 shares of the Common Stock outstanding on December 31, 2007 as it had outstanding on November 5, 2007, as reported by the Company in a Form 10-Q filed by the Company on November 11, 2007 (incorporated herein by reference as Exhibit 5 hereto). Collectively, the Shares represent 17.1% beneficial ownership of the Company’s Common Stock.

	(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: 1,768,213 shares for CPS II, 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 owned 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: 1,768,213 shares for CPS II, 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 owned by CPS Fund II-A and CPS Fund II-B.

Exhibits

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

Page 9 of 14 Pages

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, 2007, incorporated herein by reference).

Page 10 of 14 Pages

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 14, 2008


		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

Page 11 of 14 Pages


		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

Page 12 of 14 Pages

EX-1 2 w48723exv1.htm EX-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.

Dated: February 14, 2008


		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

Page 13 of 14 Pages


		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

Page 14 of 14 Pages