UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
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) |
Omnibus Incentive Equity Compensation 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 | ¨ |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration No. 333-124247) of Nobel Learning Communities, Inc. (the Company) filed with the Securities and Exchange Commission (the Commission) on April 22, 2005 (the Registration Statement). The Registration Statement registered 1,395,000 shares of the Companys common stock, par value $0.001 (Common Stock), issuable under the Companys Omnibus Incentive Equity Compensation Plan (the Plan).
On August 9, 2011, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 17, 2011, by and among the Company, Academic Acquisition Corp. (Parent), and Academic Merger Sub, Inc., a wholly-owned subsidiary of Parent (Merger Sub), which, along with Parent, is an affiliate of Leeds Equity Partners V, L.P., Merger Sub merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
In connection with the Merger, the Company has terminated the Plan and no additional shares of Common Stock will be issued thereunder. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering under the Plan, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement that remained unsold as of the date of this Post-Effective Amendment No. 2.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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. 2 to Registration Statement No. 333-124247 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of West Chester, Commonwealth of Pennsylvania, on the 17th day of August, 2011.
NOBEL LEARNING COMMUNITIES, INC. | ||
By: | /s/ George H. Bernstein | |
George H. Bernstein | ||
President & Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement No. 333-124247 has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
/s/ George H. Bernstein |
Chief Executive Officer and Director | August 17, 2011 | ||
George H. Bernstein | (Principal Executive Officer) | |||
/s/ Thomas Frank |
Chief Financial Officer | August 17, 2011 | ||
Thomas Frank | (Principal Financial and Accounting Officer) | |||
/s/ Robert A. Bernstein |
Director | August 17, 2011 | ||
Robert A. Bernstein | ||||
/s/ Carter W. Harned |
Director | August 17, 2011 | ||
Carter W. Harned |