-----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, AXnhjjbPH2iFMFNtRIteU4hJCTRn0p0z1wjVraDX3gYu9aBtU8HgQj1KDq1nOPa3 erYjy0GgeLqtj+3FVOdA8w== 0001137403-04-000010.txt : 20040202 0001137403-04-000010.hdr.sgml : 20040202 20040202110035 ACCESSION NUMBER: 0001137403-04-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040202 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 04558014 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 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: CLEGG A J CENTRAL INDEX KEY: 0001166397 FILING VALUES: FORM TYPE: SC 13D 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 1 doc1.txt 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) 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 136 Hunt Valley Circle Berwyn, Pennsylvania 19312 (610) 727-4150 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 2004 (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). 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) [_] (b) [X] - -------------------------------------------------------------------------------- 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 140,385 shares of common stock (see Item 5) Shares ------------------------------------------------------------- Beneficially Owned by 8. Shared Voting Power Each Reporting -0- shares of common stock (see Item 5) Person ------------------------------------------------------------- With 9. Sole Dispositive Power 140,385 shares of common stock (see Item 5) ------------------------------------------------------------- 10. Shared Dispositive Power -0- shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 140,385 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 2.1% of common stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- This Schedule 13D is related 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, an Amendment No. 5 filed on October 22, 2002 (as so amended, the "Original Schedule 13D"). Mr. A. J. Clegg was included in the Original Schedule 13D because of his position as an officer and director of the Issuer; he resigned as an officer and director of the Issuer in July, 2003. 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 name of the persons filing this statement is Mr. A.J. Clegg whose present principal occupation is Chairman and Chief Executive Officer of Tuscan Business Solutions, Inc., Berwyn, Pennsylvania. During the last five years, the Reporting Person has not been convicted in any criminal proceedings. During the last five years, the Reporting Person has not 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 the Reporting Person is 136 Hunt Valley Circle, Berwyn, Pennsylvania 19312. The Reporting Person is a citizen of the United States of America. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. A.J. Clegg beneficially owns 140,385 shares of Common Stock, which represents approximately 2.10% of the Issuer's Common Stock based on 6,683,869 shares of Common Stock outstanding as of September 20, 2003. His reported beneficial ownership consists specifically of 140,385 shares of Common Stock that Mr. A.J. Clegg may acquire upon conversion of the Company's Series A Preferred Stock. (b) Reference is made to items 7-11 on the attached cover sheets to this Schedule 13D-A, which are incorporated herein by reference. (c) The following transactions in the class of securities reported have been effected during the past sixty days by the Reporting Person: Between the dates of November 20, 2003 and January 19, 2004, 305,711 shares of Common stock were sold in thirty-one separate transactions by the Reporting Person for the aggregate selling price of $1,597,976.49. The average selling price per share for these transactions is $5.23 per share. (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 7. MATERIAL TO BE FILED AS EXHIBITS. None 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. January 30, 2004 - ------------------ DATE /s/ A.J. Clegg - ------------------------------------------- Signature -----END PRIVACY-ENHANCED MESSAGE-----