S-8 POS

As filed with the Securities and Exchange Commission on September 9, 2009

Registration No. 033-64701

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nobel Learning Communities, Inc.

(Exact name of registrant as specified in its charter)

Delaware	22-2465204
(State or other jurisdiction of incorporation or organization)	(I.R.S employer Identification No.)

1615 West Chester Pike West Chester, Pennsylvania	19382
(Address of Principal Executive Offices)	(Zip Code)

1995 Stock Incentive Plan

(Full title of the plan)

George H. Bernstein

President and Chief Executive Officer

Nobel Learning Communities, Inc.

1615 West Chester Pike

West Chester, Pennsylvania 19382

(Name and address of agent for service)

(484) 947-2000

(Telephone number, including area code, of agent for service)

COPY TO:

Brian Katz

Pepper Hamilton LLP

3000 Two Logan Square

Philadelphia, Pennsylvania 19103-2799

(215) 981-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

Nobel Learning Communities, Inc. (the “Registrant”), filed a Registration Statement on Form S-8 (Registration No. 033-64701) with the Securities and Exchange Commission on December 1, 1995, with respect to the Company’s 1995 Stock Incentive Plan (the “Plan”). The purpose of this Post-Effective Amendment No. 1 to the Registrant Statement (as amended, this “Registration Statement”) is to amend Items 3 and 8 and the Exhibit Index.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

We incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statement, except for Item 3 (Incorporation of Documents by Reference) and Item 8 (Exhibits), previously filed with the Securities and Exchange Commission by the Registrant on December 1, 1995 (Registration No. 033-64701).

Item 3. Incorporation of Documents by Reference

The following documents, which have been filed by the Registrant with the Commission, are incorporated by reference to this Registration Statement:

1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2009 (filed on September 9, 2009); and

2. The Registrant’s Current Report on Form 8-K (filed on September 9, 2009).

The Registrant is not incorporating by reference any Form 8-K through which it furnished, rather than filed, information with the Commission. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits

Exhibit Number	Exhibit Description
4.1	The Registrant’s Certificate of Incorporation, as amended and restated (filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998, filed on February 16, 1999, and incorporated herein by reference).
4.2	The Registrant’s Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed on September 11, 1995, and incorporated herein by reference).
4.3	The Registrant’s Amended and Restated Bylaws, as amended August 27, 2008 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2009, filed on May 1, 2009, and incorporated herein by reference).
4.4	The Registrant’s Certificate of Designation of the Series A Junior Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 21, 2008, and incorporated herein by reference).
4.5	The Registrant’s 1995 Stock Incentive Plan (filed as Exhibit 4.6 to Registration Statement on Form S-8 (Registration No. 033-64701), filed with the Securities and Exchange Commission on December 1, 1995, and incorporated herein by reference).
5.1	Opinion of Drinker Biddle & Reath, counsel to the Registrant, as to the validity of the securities being registered (filed as Exhibit 5 to Registration Statement on Form S-8 (Registration No. 033-64701), filed with the Securities and Exchange Commission on December 1, 1995, and incorporated herein by reference).
23.1*	Consent of Grant Thornton LLP.
23.2	Consent of Drinker Biddle & Reath (contained in Exhibit 5.1).
24.1*	Power of Attorney.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the “Act”), and in accordance with Rule 478(a)(4) under the Act, Nobel Learning Communities, Inc., 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of West Chester, Commonwealth of Pennsylvania, on the 9th day of September, 2009.

NOBEL LEARNING COMMUNITIES, INC.
	By:	/s/ George H. Bernstein
		George H. Bernstein
		Chief Executive Officer

Signature	Title	Date
/s/ George H. Bernstein	Chief Executive Officer and Director	September 9, 2009
George H. Bernstein	(Principal Executive Officer)
/s/ Thomas Frank	Chief Financial Officer	September 9, 2009
Thomas Frank	(Principal Financial and Accounting Officer)
*	Director	September 9, 2009
Therese Kreig Crane
*	Director	September 9, 2009
David Beale
*	Director	September 9, 2009
Steven B. Fink
*	Director	September 9, 2009
Peter H. Havens
*	Director	September 9, 2009
Richard J. Pinola
*	Director	September 9, 2009
Michael J. Rosenthal
*	Director	September 9, 2009
Ralph Smith
*	Director	September 9, 2009
David L. Warnock

*Signed by George H. Bernstein as Attorney in Fact

/s/ George H. Bernstein

George H. Bernstein

EXHIBIT INDEX

Exhibit Number	Exhibit Description
4.1	The Registrant’s Certificate of Incorporation, as amended and restated (filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998, filed on February 16, 1999, and incorporated herein by reference).
4.2	The Registrant’s Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed on September 11, 1995, and incorporated herein by reference).
4.3	The Registrant’s Amended and Restated Bylaws, as amended August 27, 2008 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2009, filed on May 1, 2009, and incorporated herein by reference).
4.4	The Registrant’s Certificate of Designation of the Series A Junior Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 21, 2008, and incorporated herein by reference).
4.5	The Registrant’s 1995 Stock Incentive Plan (filed as Exhibit 4.6 to Registration Statement on Form S-8 (Registration No. 033-64701), filed with the Securities and Exchange Commission on December 1, 1995, and incorporated herein by reference).
5.1	Opinion of Drinker Biddle & Reath, counsel to the Registrant, as to the validity of the securities being registered (filed as Exhibit 5 to Registration Statement on Form S-8 (Registration No. 033-64701), filed with the Securities and Exchange Commission on December 1, 1995, and incorporated herein by reference).
23.1*	Consent of Grant Thornton LLP.
23.2	Consent of Drinker Biddle & Reath (contained in Exhibit 5.1).
24.1*	Power of Attorney.

* Filed herewith.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated September 8, 2009, with respect to the consolidated financial statements, schedule, and internal control over financial reporting included in the Annual Report of Nobel Learning Communities, Inc. on Form 10-K for the fiscal year (52 weeks) ended June 27, 2009, which are incorporated by reference in these Post-effective Amendments No. 1 to the Registration Statements on Forms S-8 (File No. 333-140507, File No. 333-124247, File No. 33361372, File No. 333-61374, and File No. 033-64701). We consent to the incorporation by reference in these Registration Statements of the aforementioned reports.

/s/ Grant Thornton LLP

Grant Thornton LLP

Philadelphia, Pennsylvania

September 8, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

For Executing Forms S-8

Know all persons by these presents, that each of the undersigned hereby constitutes and appoints George Bernstein as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, in any and all capacities, to sign the Form S-8 related to the Executive Nonqualified Excess Plan; the Form S-8 related to Omnibus Incentive Equity Compensation Plan; the Form S-8 related to the 1995 Stock Incentive Plan, filed with the Securities Exchange Commission on May 22, 2001; the Form S-8 related to the 2000 Stock Option Plan for Consultants, the A. J. Clegg 1997 Stock Option Agreement, the John R. Frock 1997 Stock Option Agreement, and the Daryl A. Dixon 1999 Stock Option Agreement; and the Form S-8 related to the 1995 Stock Incentive Plan, filed with the Securities Exchange Commission on December 1, 1995 (collectively, the “Forms S-8”) and any amendment(s) or supplements to the Forms S-8, including any post-effective amendment(s), to file the same with the Commission and to perform all other acts necessary or desirable in connection with any matter relating to the Forms S-8 and any amendment(s) or post-effective amendment(s) thereto.

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or any replacement attorney-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file the Forms S-8 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this day of August 26, 2009.

/s/ David Beale	/s/ Richard J. Pinola
David Beale	Richard J. Pinola
/s/ Peter H. Havens	/s/ Michael J. Rosenthal
Peter H. Havens	Michael J. Rosenthal
/s/ Therese Kreig Crane	/s/ Ralph Smith
Therese Kreig Crane	Ralph Smith
/s/ Steven B. Fink	/s/ David L. Warnock
Steven B. Fink	David L. Warnock