-----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, JrDxzIgm5PJ/TxEIRKXM+HQxG5b0pvjoTWD2sO1preVfBYZvDlY7eIC0owR/tUgj bJhcAC9ED2pBkLfiLU8WNg== 0000928385-97-001228.txt : 19970804 0000928385-97-001228.hdr.sgml : 19970804 ACCESSION NUMBER: 0000928385-97-001228 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970731 EFFECTIVENESS DATE: 19970731 SROS: NASD 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: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-31273 FILM NUMBER: 97649662 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 POS462B 1 POS 462 B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31,1997. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYLVAN LEARNING SYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 52-1492296 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1000 LANCASTER STREET BALTIMORE, MARYLAND 21202 (410) 843-8000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) DOUGLAS L. BECKER, PRESIDENT SYLVAN LEARNING SYSTEMS, INC. 1000 LANCASTER STREET BALTIMORE, MARYLAND 21202 (410) 843-8000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: RICHARD C. TILGHMAN, JR. MICHAEL J. SILVER PIPER & MARBURY L.L.P. HOGAN & HARTSON L.L.P. 36 SOUTH CHARLES STREET 111 SOUTH CALVERT STREET BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21202 (410) 539-2530 (410) 659-2700 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [_] IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [X] 333-31273 IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [_] ------------------------ IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX: [X] CALCULATION OF REGISTRATION FEE =============================================================================== TITLE OF PROPOSED MAXIMUM SHARES AGGREGATE AMOUNT OF TO BE REGISTERED OFFERING PRICE REGISTRATION FEE (1) ------------------ ---------------- 264,500 SHARES OF COMMON STOCK, $.01 PAR VALUE $ 9,918,750 $ 3,006 =============================================================================== (1) This amount was paid on July 31, 1997 with Pre-Effective Amendment No. 1 to the Registration Statement (No. 333-31273). EXPLANATORY NOTE This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional 264,500 shares of Common Stock of Sylvan Learning Systems, Inc., and includes the registration statement facing page, this page, the signature page, an exhibit index, an accountants' consent and an Exhibit 5 legal opinion. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-31273) of Sylvan Learning Systems, Inc., including the exhibits thereto, are incorporated by reference into this registration statement. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Baltimore, Maryland on this 31st day of July 31, 1997. SYLVAN LEARNING SYSTEMS, INC. By /s/ R. Christopher Hoehn-Saric ------------------------------------------------- R. Christopher Hoehn-Saric, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement or Amendment has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ------------------------------ ------------------------------------ ------------- Chief Executive Officer, and Chairman of the Board of Directors /s/ R. Christopher Hoehn-Saric (Principal Executive Officer) July 31, 1997 - ------------------------------ R. Christopher Hoehn-Saric /s/ B. Lee McGee Chief Financial Officer (Principal - ------------------------------ Financial and Accounting Officer) July 31, 1997 B. Lee McGee /s/ Douglas L. Becker President, Secretary and Director July 31, 1997 - ------------------------------ Douglas L. Becker /s/ ** Director July 31, 1997 - ------------------------------ J. Phillip Samper /s/ Director July 31, 1997 - ------------------------------ Nancy S. Cole /s/ ** Director July 31, 1997 - ------------------------------ R. William Pollock /s/ ** Director July 31, 1997 - ------------------------------ James H. McGuire /s/ Director July 31, 1997 - ------------------------------ Rick Inatome /s/ ** Director July 31, 1997 - ------------------------------ Donald V. Berlanti **By: /s/ R. Christopher Hoehn-Saric ------------------------------ R. Christopher Hoehn-Saric Attorney-In-Fact
-2- EXHIBIT INDEX
Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 5.01 Opinion of Piper & Marbury L.L.P. 23.01 Consent of Ernst & Young LLP 23.02 Consent of Deloitte & Touche LLP 23.03 Consent of Canterelli & Vernoia 23.04 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.01) 24.01 Power of Attorney* - ----------
* Incorporated by reference to the Registrant's Registration Statement on Form S-3 (No. 333-31273) filed on July 15, 1997. -3- EX-5.1 2 OPINION OF PIPER & MARBURY EXHIBIT 5.01 ------------ PIPER & MARBURY L.L.P. CHARLES CENTER SOUTH WASHINGTON 36 SOUTH CHARLES STREET NEW YORK BALTIMORE, MARYLAND 21201-3018 PHILADELPHIA 410-539-2530 EASTON FAX: 410-539-0489 July 31, 1997 Sylvan Learning Systems, Inc. 1000 Lancaster Street Baltimore, Maryland 21202 RE: Registration Statement on Form S-3 ---------------------------------- Dear Sirs: We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 to register additional shares (the "Registration Statement") filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to up to 287,500 shares (the "Shares") of the Company's Common Stock, par value $.01 per share. Certain of the Shares are to be issued and sold by the Company (the "Company Shares"), certain of the shares have been previously issued by the Company and are being sold for the account of the holders thereof (the "Stockholder Shares") and certain of the Shares (the "Warrant Shares") are to be issued and sold upon exercise of outstanding warrants (the "Warrants") held by certain warrant holders of the Company. In this capacity, we have examined the Company's Charter and By-Laws, the proceedings of the Board of Directors of the Company relating to the issuance of the Company Shares, the Stockholder Shares and the Warrant Shares, such other documents, instruments and matters of law as we have deemed necessary to the rendering of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Based upon the foregoing, we are of the opinion and advise you that (i) the Company Shares described in the Registration Statement have been duly authorized and, upon sale of such Company Shares as contemplated by the Registration Statement, will have been validly and legally issued, and will be fully paid and nonassessable; (ii) the Stockholder Shares described in the Registration Statement have been duly authorized and are validly issued, fully paid and nonassessable; and (iii) the Warrant Shares have been duly authorized and, upon due exercise of the Warrants, will have been validly and legally issued and will be fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, PIPER & MARBURY L.L.P. EX-23.1 3 CONSENT OF ERNST & YOUNG Exhibit 23.01 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Consolidated Financial Data" and "Experts" in the Rule 462(b) Registration Statement (Form S-3 No. 333- ) and related Prospectus of Sylvan Learning Systems, Inc. for the registration of an additional 264,500 shares of its common stock and to the incorporation by reference therein of our report dated July 10, 1997 with respect to the consolidated financial statements and schedule of Sylvan Learning Systems, Inc. included in its Current Report on Form 8-K dated July 15, 1997, filed with the Securities and Exchange Commission. Baltimore, Maryland /s/ Ernst & Young LLP July 29, 1997 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE Exhibit 23.02 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS We consent to the use of our reports on the financial statements of Independent Child Study Teams, Inc. and I-R, Inc., dated March 14, 1997, appearing in the Prospectus, which is part of this Registration Statement, and to the reference to us under the heading "Experts" in such Registration Statement. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Parsippany, New Jersey July 29, 1997 EX-23.3 5 CONSENT OF CANTERELLI & VERNOIA Exhibit 23.03 CONSENT OF CANTERELLI & VERNOIA, CPAS, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated April 25, 1995 and May 10, 1995, with respect to the financial statements of I-R, Inc. and Independent Child Study Teams, Inc., respectively, included in the Rule 462(b) Registration Statement (Form S-3 No. 333- ) and related Prospectus of Sylvan Learning Systems, Inc. for the registration of an additional 264,500 shares of its common stock. /s/ Canterelli & Vernoia, CPAs Somerville, New Jersey July 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----