-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3oBuVRWrEW6h9t1Oq7IryvbtZYasxCLwBhsKTQgTaD10jJ5Zfij7HbFdM9jpwPb UBWwKg4ssCZPQFC7LnQnMQ== 0001021408-02-012733.txt : 20021022 0001021408-02-012733.hdr.sgml : 20021022 20021022150844 ACCESSION NUMBER: 0001021408-02-012733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021022 GROUP MEMBERS: A.J. CLEGG GROUP MEMBERS: JOHN FROCK GROUP MEMBERS: ROBERT E. ZOBEL GROUP MEMBERS: SCOTT CLEGG 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 02794992 BUSINESS ADDRESS: STREET 1: ROSE TREE CORPORATE CENTER II STREET 2: 1400 N PROVIDENCE RD STE 3055 CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6094829100 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEGG A J CENTRAL INDEX KEY: 0001166397 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NOBEL LEARNING COMMUNITIES INC STREET 2: 1615 WEST CHESTER PIKE CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 BUSINESS PHONE: 4849472000 MAIL ADDRESS: STREET 1: C/O NOBEL LEARNING COMMUNITIES INC STREET 2: 1615 WEST CHESTER PIKE CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 SC 13D/A 1 dsc13da.txt SCHEDULE 13D AMENDMENT #5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) (Amendment No. 5 )* --- Nobel Learning Communities, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 773415 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. A.J. Clegg Nobel Learning Communities, Inc. 1615 West Chester Pike West Chester, PA 19382-7956 (484) 947-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. ------------------ *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). (Continued on following pages) (Page 1 of 13 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. A.J. Clegg - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: Number of 575,706 shares of common stock (see Item 5) Shares ------------------------------------------------------------- Beneficially Owned by 8. Shared Voting Power Each Reporting 170,815 shares of common stock (see Item 5) Person ------------------------------------------------------------- With 9. Sole Dispositive Power 554,352 shares of common stock (see Item 5) ------------------------------------------------------------- 10. Shared Dispositive Power 170,815 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 746,521 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 11.0% of common stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 2 of 13 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. John Frock - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: Number of 124,882 shares of common stock (see Item 5) Shares ------------------------------------------------------------ Beneficially Owned by 8. Shared Voting Power Each Reporting 0 Person ------------------------------------------------------------ With 9. Sole Dispositive Power 124,882 shares of common stock (see Item 5) ------------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 124,882 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 1.9% of common stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 3 of 13 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Scott Clegg - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: Number of 0 Shares --------------------------------------------------------- Beneficially Owned by 8. Shared Voting Power Each Reporting 0 Person --------------------------------------------------------- With 9. Sole Dispositive Power 0 --------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 4 of 13 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Robert E. Zobel - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: Number of 15,265 shares of common stock (see Item 5) Shares ---------------------------------------------------------- Beneficially Owned by 8. Shared Voting Power Each Reporting 0 Person ---------------------------------------------------------- With 9. Sole Dispositive Power 6,761 shares of common stock (see Item 5) ---------------------------------------------------------- 10. Shared Dispositive Power 4,000 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,265 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% of common stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 5 of 13 Pages) THIS AMENDMENT NO. 5 to the Schedule 13D filed by JBS Investment Banking Ltd. ("JBS") on May 29, 1992, as amended by Amendment No. 1 filed on December 23, 1993, Amendment No. 2 filed on or about December 9, 1994, as to which Mr. A.J. Clegg was added as a reporting person, Amendment No. 3 filed on March 1, 2002, as to which Mr. Frock was added as a reporting person and Amendment No. 4 filed on August 8, 2002, as to which Messrs. Scott Clegg and Zobel were added as reporting persons (as so amended, the "Schedule 13D"), further amends the Schedule 13D by describing certain changes to the information reflected in the Schedule 13D. Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $0.001 (the "Common Stock") of Nobel Learning Communities, Inc. (the "Issuer"), with its principal office located at 1615 West Chester Pike, West Chester, PA 19382-7956. Item 2. Identity and Background. The names of the persons filing this statement are Mr. A.J. Clegg, Mr. John Frock, Mr. Scott Clegg and Mr. Robert E. Zobel. JBS, which was previously a reporting person under this Schedule 13D, is no longer in existence and is therefore no longer a reporting person hereunder. Mr. A.J. Clegg's present principal occupation is Chairman, President and Chief Executive Officer of the Issuer. Mr. Frock's present principal occupation is Vice Chairman - Corporate Development of the Issuer. Mr. Scott Clegg's present principal occupation is Vice Chairman, President and Chief Operating Officer of the Issuer. Mr. Zobel's current principal occupation is Vice Chairman and Chief Financial Officer of the Issuer. During the last five years, none of the Reporting Persons has been convicted in any criminal proceedings. During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. The principal business address of each of the Reporting Persons is c/o the Issuer, 1615 West Chester Pike, West Chester, PA 19382-7956. The Reporting Persons are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Considerations. The source of the funds used in purchasing the securities beneficially owned by Messrs. A.J. Clegg and Frock was their respective personal funds. The aggregate amount of the purchase price for the shares owned by Mr. A.J. Clegg was $2,652,321 (excluding an indeterminate amount paid for an aggregate of 6,000 shares of Common Stock owned by Mr. A.J. Clegg's grandchildren, as to which Mr. A.J. Clegg has sole voting and dispositive power). The aggregate amount of the purchase price for the shares owned by Mr. Frock was $115,000. The aggregate amount of the purchase price for the shares owned by Mr. Zobel was $35,312. Of this $35,312, $16,000 represents funds of a partnership in which Mr. Zobel is the general partner and $19,312 represents personal funds of Mr. Zobel. Item 4. Purpose of Transaction. On August 5, 2002, the Issuer and Socrates Acquisition Corporation ("Socrates"), a newly formed corporation organized by affiliates of Gryphon Investors, Inc. ("Gryphon") and Cadigan Investment Partners ("Cadigan"), entered into an Agreement and Plan of Merger, which was subsequently amended as of October 2, 2002 (as so amended, the "Merger Agreement") pursuant to which Socrates will be merged with and into the Issuer (the "Merger") and each share of Common Stock outstanding at the effective time of the Merger will be converted into the right to receive $7.75 per share in cash, each share of preferred stock of the Issuer outstanding at the effective time of the Merger will be converted into the (Page 6 of 13 Pages) right to receive $7.75 per share in cash on an as-converted basis, each holder of options to purchase Common Stock outstanding at the effective time of the Merger shall be entitled to receive in cash the excess, if any, of $7.75 per share over the per share exercise price of such options and each holder of warrants to purchase Common Stock outstanding at the effective time of the Merger shall be entitled to receive in cash the excess, if any, of $7.75 per share over the per share exercise price of such warrants, except for certain shares of capital stock held by the Reporting Persons and for shares of Common Stock and preferred stock of the Issuer held by stockholders who perfect their appraisal rights under Delaware law. Certain shares of capital stock held by the Reporting Persons and the shares of common stock of Socrates will be converted into capital stock of the surviving corporation as described in the Merger Agreement. The Merger Agreement is incorporated in this filing by reference to the Form 8-K filed by the Issuer on August 8, 2002 as to the original Agreement and Plan of Merger, and on October 4, 2002 as to the Amendment. The consummation of the Merger is subject to a number of conditions, including approval of the Merger by the Issuer's stockholders and the receipt of financing and governmental approvals. Upon consummation of the Merger, it is expected that the board of directors of the Issuer will be made up of directors designated by Gryphon, Cadigan and management. It is also anticipated that the current management of the Issuer will continue to be the management of the Issuer after consummation of the Merger. If the Merger is consummated, it is expected that the Issuer will cease to be a public Issuer and that the Common Stock will cease to be traded on the Nasdaq National Market and the only remaining stockholders of the Issuer immediately after such consummation would be the Reporting Persons and the holders of common stock of Socrates immediately prior to the Merger. It is also anticipated that the Common Stock would become eligible for termination of registration under the Exchange Act upon consummation of the Merger. Except as otherwise described in this Item 4 or in Item 6 of this Statement, none of the Reporting Persons has any current plans or proposals which relate to or would result in: (a) the acquisition by any of them of additional securities of the Issuer, or the disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Mr. A.J. Clegg beneficially owns 750,021 shares of Common Stock, which represents approximately 11.0% of the Issuer's Common Stock based on 6,327,952 shares of Common Stock outstanding as of September 20, 2002. His reported beneficial ownership consists specifically of 32,161 shares of Common Stock held of record by Mr. A.J. Clegg; 21,354 shares held of record by his children, with respect to which Mr. A.J. Clegg has sole voting authority; 6,000 shares held of record by his grandchildren, with respect to which Mr. A.J. Clegg has sole voting and dispositive authority; 170,815 shares held of record jointly by Mr. A.J. Clegg and his spouse, with respect to which Mr. A.J. Clegg and his spouse have joint voting and dispositive authority; 140,385 shares of Common Stock that Mr. A.J. Clegg may acquire upon conversion of the Company's Series A Preferred Stock; 100,806 shares of Common Stock that Mr. A.J. Clegg may acquire upon conversion of the Company's Series C Preferred Stock; and 275,000 shares of Common Stock that Mr. A.J. Clegg may acquire upon exercise of stock options that are currently exercisable or will become exercisable within 60 days after the date hereof. (Page 7 of 13 Pages) Mr. Frock beneficially owns 124,882 shares of Common Stock, which represents approximately 1.9% of the Issuer's Common Stock based on 6,327,952 shares of Common Stock outstanding as of September 20, 2002. His reported beneficial ownership consists specifically of 17,500 shares of Common Stock held of record by Mr. Frock; 14,700 shares of Common Stock that Mr. Frock may acquire upon the conversion of the Company's Series A Preferred Stock; and 92,682 shares of Common Stock that Mr. Frock may acquire upon the exercise of stock options that are currently exercisable or will become exercisable within 60 days after the date hereof. Mr. Scott Clegg does not beneficially own any shares of Common Stock at this time. Mr. Scott Clegg does hold options to purchase 65,000 shares of Common Stock, which options were granted in February 2002 and vest over a three-year period. Mr. Zobel beneficially owns 15,265 shares of Common Stock, which represents less than 1.0% of the Issuer's Common Stock based on 6,327,952 shares of Common Stock outstanding as of September 20, 2002. His reported beneficial ownership consists specifically of 4,000 shares of Common Stock held of record by a closely-held Florida corporation of which he and his family members are the sole shareholders and with respect to which Mr. Zobel has sole voting power and shared dispositive power, and 4,704 shares of Common Stock that Mr. Zobel may acquire upon the conversion of the Issuer's Series A Preferred Stock, which Series A Preferred Stock is held as an asset of a family partnership in which Mr. Zobel is a general partner and over which Mr. Zobel has sole voting power. Mr. Zobel has dispositive power only with respect to 200 of these 4,704 shares held in the family partnership. Mr. Zobel also beneficially owns 6,561 shares of Common Stock that Mr. Zobel may acquire upon the exercise of stock options that are currently exercisable or will become exercisable within 60 days after the date hereof. (b) Reference is made to items 7-11 on each of the attached cover sheets to this Schedule 13D-A, which are incorporated herein by reference. (c) No transactions in the class of securities reported have been effected during the past sixty days by any Reporting Person. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the execution of the Merger Agreement, voting agreements, dated August 5, 2002, (the "Voting Agreements") were entered into between Socrates and each of the Reporting Persons. Subject to the terms of the Voting Agreements, the Reporting Persons have agreed (a) to grant an irrevocable proxy to Socrates to vote all of the capital stock of the Issuer that they own (i) for the adoption and approval of the Merger Agreement (as defined in Item 4), (ii) in any manner as Socrates may see fit with respect to any extraordinary corporate transaction (other than the Merger (as defined in Item 4)), such as a merger, consolidation, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or capital stock of the Issuer or any of its subsidiaries, any change in the Board of Directors of the Issuer or any amendment to the Issuer's Certificate of Incorporation, and (b) if Socrates elects not to exercise its rights to vote the capital stock pursuant to such irrevocable proxy, to vote all of the capital stock of the Issuer that they own (i) for the adoption and approval of the Merger Agreement or (ii) as otherwise directed by Socrates if the issue on which the shareholder is requested to vote is a matter described in clause (a)(ii) above. The foregoing description of the Voting Agreements is qualified in its entirety by reference to the Form of Voting Agreement incorporated in this filing by reference to the Form 8-K filed by the issuer on August 8, 2002. (Page 8 of 13 Pages) Socrates has also received commitment letters from A.J. Clegg and John R. Frock to convert certain of their shares of the Issuer's capital stock into the capital stock of the surviving corporation as described in the Merger Agreement in lieu of receiving cash for such shares, and commitment letters from each of Scott Clegg and Robert E. Zobel to each purchase equity securities of Socrates for an aggregate purchase price of $74,100 (collectively the "Management Commitment Letters"). The foregoing description of the Management Commitment Letters is qualified in its entirety by reference o the Management Commitment Letters incorporated in this filing by reference to Amendment No. 4 to this Schedule 13D. The commitment letter from A.J. Clegg to Socrates was amended as of October 2, 2002 to correct an error with respect to the amount of shares Mr. Clegg had committed to convert into equity interests of the surviving corporation, which amended commitment letter is attached hereto as Exhibit 2 and incorporated herein by reference. The obligations of each of the Reporting Persons under the commitment letters are subject to each of Gryphon and Cadigan fulfilling their own equity commitments with respect to Socrates. The Reporting Persons have certain understandings with Socrates as to the management of the surviving corporation after consummation of the Merger. Term sheets outlining these understandings (the "Management Term Sheets") are incorporated in this filing by reference to Amendment No. 4 to this Schedule 13D. Item 7. Material to be filed as Exhibits. Exhibit No. Title 1 Joint Filing Agreement between A.J. Clegg, John Frock, Scott Clegg and Robert E. Zobel. 2 Revised Management Commitment Letter from A.J. Clegg, dated October 2, 2002. Documents Incorporated by Reference 1. Agreement and Plan of Merger, incorporated herein by reference to the Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002. 2. Form of Voting Agreement, incorporated herein by reference to the Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002. 3. Management Commitment Letters, incorporated by reference herein to Amendment No. 4 to this Schedule 13D. 4. Management Term Sheets, incorporated by reference herein to Amendment No. 4 to this Schedule 13D. 5. First Amendment to Agreement and Plan of Merger, incorporated herein by reference to the Form 8-K filed by Nobel Learning Communities, Inc. on October 4, 2002. (Page 9 of 13 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. October 22, 2002 - ------------------------------------------- Date /s/ A.J. Clegg - ------------------------------------------- Signature A.J. Clegg - ------------------------------------------- Name / Title /s/ John Frock - ------------------------------------------- Signature John Frock - ------------------------------------------- Name / Title /s/ Scott Clegg - ------------------------------------------- Signature Scott Clegg - ------------------------------------------- Name / Title /s/ Robert E. Zobel - ------------------------------------------- Signature Robert E. Zobel - ------------------------------------------- Name / Title (Page 10 of 13 Pages) EX-1 3 dex1.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Agreement between A.J. Clegg, John R. Frock ("Frock"), Scott Clegg and Robert E. Zobel ("Zobel") dated as of August 7, 2002. Background A.J. Clegg is the Chairman of the Board and Chief Executive Officer of Nobel Learning Communities, Inc. (the "Company"), Frock is the Vice Chairman - Corporate Development of the Company, Scott Clegg is President and Chief Operating Officer of the Company, and Zobel is Vice Chairman and Chief Financial fficer of the Company. A.J. Clegg, Frock, Scott Clegg and Zobel are the beneficial owners of shares of the Common Stock of the Company and are reflecting the ownership of such shares on a Schedule 13D filed with the Securities and Exchange Commission. A.J. Clegg, Frock, Scott Clegg and Zobel desire to provide for the filing of a joint statement on Schedule 13D to reflect their ownership of securities of the Company on the terms and conditions set forth herein. Now therefore, intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledge, the parties hereto agree as follows: 1. Each party hereto represents to the other party that he is eligible to use Schedule 13D in accordance with Regulation 13D promulgated under the Securities Exchange Act of 1934, as amended. The parties hereto agree that, from and after the date hereof, one statement on Schedule 13D shall be filed on behalf of each of them with respect to their ownership of the securities of the Company. 2. Each party hereto acknowledges and agrees that he shall be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. Neither party shall be responsible for the completeness or accuracy of the information concerning the other party hereto unless such party knows or has reason to believe that such information is inaccurate. 3. The parties hereto acknowledge and agree that this Agreement will be filed as an Exhibit to their Schedule 13D and any amendments thereto. In witness whereof, the parties hereto have executed this Agreement as of the day and year first above written. /s/ A.J. Clegg --------------------------- A.J. Clegg /s/ John Frock --------------------------- John Frock /s/ Scott Clegg --------------------------- Scott Clegg /s/ Robert E. Zobel --------------------------- Robert E. Zobel EX-2 4 dex2.txt REVISED MANAGEMENT AGREEMENT LETTER Exhibit 2 October 2, 2002 Socrates Acquisition Corporation 712 Fifth Avenue, 45th Floor New York, NY 10019 Attn: Mr. Jeffrey Ott Mr. David Luttway Re: Transaction Involving Nobel Learning Communities, Inc. Gentlemen: This letter amends and restates in its entirety my letter to you dated as of August 5, 2002. This letter supersedes all prior letters to you concerning the subject matter discussed herein. I am writing this letter in connection with the transaction whereby Socrates Acquisition Corporation, a Delaware corporation ("Socrates Acquisition") will merge with and into (the "Merger") Nobel Learning Communities, Inc. (together with its subsidiaries, the "Company") pursuant to the terms and conditions of a Merger Agreement between Socrates Acquisition and the Company dated as of August 5, 2002 and amended as of the date hereof (as amended, the "Merger Agreement"). I hereby confirm that as of the date hereof, I am the record and beneficial owner of (i) 202,976 shares of Common Stock (which shares are held either solely or jointly with my wife), par value $.001 per share of the Company ("Common Stock"), (ii) 477,500 shares of Series A Preferred Stock, par value $.001 per share of the Company ("Series A Preferred Stock"), (iii) 403,226 shares of Series C Preferred Stock, par value $.001 per share of the Company ("Series C Preferred Stock") and (iv) the number of options to purchase shares of Common Stock set forth on Schedule 1 hereto, which list shall specify the grant date of such options, the plan, if any, such options were issued pursuant to, the exercise price of such options and the extent to which, as of the effective time of the Merger, such options will be vested. I hereby agree that as of the effective time of the Merger, I will be the record and beneficial owner of at least the number of shares of Common Stock and Preferred Stock and options to purchase Common Stock at the specified exercise prices, each as set forth on Schedule 2 hereto (the "Rollover Securities"). I agree that if I own shares of Common Stock, Preferred Stock and/or options to purchase Common Stock in excess of the amount of Rollover Securities, I shall not engage in any transaction on or prior to the effective time of the Merger if, after consummation of such transaction, I will not directly own, beneficially and of record, the number of shares of Common Stock, the number of shares of Preferred Stock and the specified options to purchase Common Stock designated as Rollover Securities. I hereby agree that, as of the effective time of the Merger, I waive and relinquish the right to receive the merger consideration specified in the Merger Agreement with respect to the Rollover Securities and that such Rollover Securities will be converted, by action of the Merger, into new shares and options of the Company (as surviving the Merger) as specified in Sections 2.01(c) and 2.01(f) of the Merger Agreement. My obligations under this letter are contingent upon the purchase by Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment Partners and its affiliates ("Cadigan") of those amounts of equity securities of Socrates Acquisition as set forth in the letters between Socrates Acquisition and each of Gryphon and Cadigan dated as of October 2, 2002 and August 5, 2002, respectively. This commitment will terminate upon the termination of Socrates Acquisition's obligations under the Merger Agreement. Nothing set forth in this letter shall be construed to confer upon or give to any person other than Socrates Acquisition any rights or remedies under or by reason of this commitment; provided, however, that the Company shall be an express third party beneficiary of this Agreement and therefore this commitment may not be amended or terminated and may not be waived without the express written consent of the Company. This letter constitutes the entire agreement among us or any of our respective affiliates, and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter contained herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns. Very truly yours, /s/ A. J. Clegg ------------------------ A. J. Clegg Accepted: SOCRATES ACQUISITION CORPORATION By: /s/ Jeff Ott --------------------- Co-President -----END PRIVACY-ENHANCED MESSAGE-----