-----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, HOT84ANqd1iHlSXDwDDh9TKiVia03tEtZZa8XCRHuJCmqYlgrin2tPDvA07OipqR 4IElIoyPSTzKRn6fhSqGPQ== 0000912057-01-510117.txt : 20010425 0000912057-01-510117.hdr.sgml : 20010425 ACCESSION NUMBER: 0000912057-01-510117 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-22844 FILM NUMBER: 1609386 BUSINESS ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108438000 MAIL ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 8-A12G/A 1 a2046239z8-a12ga.txt FORM 8-A12G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYLVAN LEARNING SYSTEMS, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) MARYLAND 52-1492296 -------- ---------- (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202 ------------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED --------------------------------------- ----------------------------------------- None None
Securities to be registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED --------------------------------------- ----------------------------------------- Preferred Share Purchase Rights Nasdaq Stock Market
INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED: Effective April 2, 2001, the Board of Directors of Sylvan Learning Systems, Inc. ("Sylvan") amended Sylvan's Amended and Restated Rights Agreement dated December 18, 1999 (the "Plan"). The Plan is designed to protect the long-term interests of Sylvan and its stockholders in the event of an unsolicited takeover attempt by, among other things, encouraging potential acquirors of Sylvan to negotiate with the Board of Directors so as to enhance the Board's ability to achieve the best possible value for all Sylvan stockholders. A copy of the Amendment dated as of March 30, 2001 to the Plan has been filed with the Securities and Exchange Commission as an Exhibit to Sylvan's Current Report on Form 8-K filed April 16, 2001. A copy of the Plan, as amended, is available free of charge from Sylvan. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Plan, as amended from time to time, which is hereby incorporated herein by reference. ITEM 2. EXHIBITS. 1. 4.1 Amendment dated as of March 30, 2001 to Amended and Restated Rights Agreement by and between Sylvan Learning Systems, Inc. and First Union National Bank, Rights Agent, dated as of December 18, 1999.
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. SYLVAN LEARNING SYSTEMS, INC. By: /s/ ROBERT W. ZENTZ ------------------------------- Name: Robert W. Zentz Title: Senior Vice President Date: April 24, 2001 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 1** Amendment dated as of March 30, 2001 Amended and Restated Rights Agreement by and between Sylvan Learning Systems, Inc. and First Union National Bank, Rights Agent, dated as of December 18, 1999. - --------------- ** Incorporated by reference to Sylvan's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2001.
-----END PRIVACY-ENHANCED MESSAGE-----