-----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, NytPB5q+1NpwG2dtVEi+gE0mlnvCPcexjX5lcGpXqbEbeiWOuLT99yPSDGIVxO8u WdSNZ1ORzx5aQOQYxVbaaQ== /in/edgar/work/20000911/0000950169-00-001167/0000950169-00-001167.txt : 20000922 0000950169-00-001167.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950169-00-001167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000907 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: [8200 ] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22844 FILM NUMBER: 720294 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-K 1 0001.txt SYLVAN LEARNING SYSTEMS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2000 Sylvan Learning Systems, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 0-22844 52-1492296 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
1000 Lancaster Street, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code (410) 843-8000 Item 5. Other Events. (a) On September 7, 2000, Sylvan Ventures, a subsidiary of Sylvan Learning Systems, Inc., Houghton Mifflin Company and Inception Capital announced the formation of Classwell Learning Group, an online education company to provide pre-K-12 teachers with new teaching and learning resources to meet their individual classroom needs and those of their students. The foregoing description of the formation of Classwell Learning Group does not purport to be complete. A press release issued by Sylvan Learning Systems, Houghton Mifflin and Inception Capital on September 7, 2000 announcing the formation of Classwell is attached as an exhibit hereto. (b) On September 8, 2000, Sylvan Learning Systems, Inc. announced it had signed a definitive agreement to sell Aspect, Sylvan's English language instruction subsidiary. Aspect is being purchased for $22 million in cash by a management group backed by Warburg Pincus, a private equity investment firm. The foregoing description of the sale of Aspect does not purport to be complete. A press release issued by Sylvan on September 8, 2000 announcing the sale is attached as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) and (b) Not Applicable (c) Exhibits. The following exhibits are filed with this report: -------- 99.1 Press Release, dated September 7, 2000, of Sylvan Learning Systems, Inc., Houghton Mifflin Company and Inception Capital. 99.2 Press Release, dated September 8, 2000, of Sylvan Learning Systems, Inc. [Signature on following page.] -1- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYLVAN LEARNING SYSTEMS, INC. /s/ B. Lee McGee -------------------------------- Name: B. Lee McGee Title: Executive Vice President Date: September 11, 2000 -2- EXHIBIT INDEX -------------
Exhibit Description Page No. - ------- ----------- -------- 99.1 Press Release, dated September 7, 2000, of Sylvan Learning Systems, Inc., Houghton Mifflin Company and Inception Capital. 99.2 Press Release, dated September 8, 2000, of Sylvan Learning Systems, Inc.
-3- EX-99.1 2 0002.txt PRESS RELEASE DATED SEPTEMBER 7, 2000 Exhibit 99.1 Contacts: Houghton Mifflin Company Classwell Learning Group Media Contact: Media Contact: Margaret Sherry GPC/O'Neill 617-351-5113 Ann Murphy Investor Contact: 617-646-1031 Susan E. Hardy 617-351-5114 Sylvan Ventures Media Contact: Miller Consulting Group Joya Subudhi 617-262-1800 ext. 226 Investor Contact: Sean Creamer 410-843-8991 HOUGHTON MIFFLIN COMPANY, SYLVAN VENTURES AND INCEPTION CAPITAL ANNOUNCE $30 MILLION INVESTMENT FOR THE FORMATION OF CLASSWELL LEARNING GROUP --A one-stop online resource for pre-K-12 teachers-- BOSTON, MA (September 7, 2000) -- Houghton Mifflin Company (NYSE: HTN), Sylvan Ventures, a subsidiary of Sylvan Learning Systems, Inc. (NASDAQ: SLVN), and Inception Capital today announced the formation of Classwell Learning Group, a groundbreaking online education company to provide pre-K-12 teachers with new teaching and learning resources to meet their individual classroom needs and those of their students. For educators, Classwell will seamlessly integrate the three key elements of standards-based education --- assessment, instruction and teacher training --- providing tools, content and services all at one site. Houghton Mifflin is a leading publisher of textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. Sylvan Ventures develops and invests in educational technology companies. Houghton Mifflin and Sylvan combine the strength of their brands, premium content and proven educational services in forming Classwell. Together with Inception Capital, which specializes in e-commerce and Internet infrastructure businesses, they are providing $30.4 million in funding for the new venture. "Houghton Mifflin and Sylvan are names teachers know and trust," said Nader F. Darehshori, Chairman, President and Chief Executive Officer of Houghton Mifflin Company. "As the sponsors of Classwell, we plan to create a service for teachers that is easy to use, directly supports their core curriculum and saves them time." -more- -1- Classwell 2 of 3 Pages September 7, 2000 "Classwell fits with Houghton Mifflin's long-standing growth strategy of actively pursuing partnerships that extend our brands beyond traditional channels and bring us new expertise. Classwell will give us a further outlet for our proven instructional materials as well as complement core businesses," said Darehshori. Classwell will benefit from Houghton Mifflin's content resources and expertise in developing curriculum. Houghton Mifflin will license educational content to Classwell to adapt and distribute online. Classwell will also draw on Sylvan's properties and services to provide professional development for teachers, program training and implementation, online management systems for attendance and grade reporting, and a messaging link among teachers, students and parents. Sylvan Ventures and Inception Capital will invest $15.9 million and $7.5 million for fully diluted ownership stakes in the company of 32% and 16% respectively. Houghton Mifflin will invest $7 million in cash and $8.8 million of assets for ownership of 32%. "The launch of Classwell Learning Group marks an important initiative between recognized, industry leaders in the content, educational services and capital investment arenas. Focused squarely on supporting pre-K-12 teachers, Classwell will be the first company to fully integrate digital content and technology for schools in one site," said Chris Hoehn-Saric, Chairman and Chief Executive Officer of Sylvan Ventures. "Classwell is a platform investment for Sylvan Ventures in the pre-K-12 space, with tremendous synergies for current as well as future Sylvan Ventures' and Sylvan Learning Systems' operating companies." Classwell, unlike its competitors, will draw from other educational content and services partners to provide teachers access to the brands they have come to know and trust. "Classwell will change teachers' lives. Every day teachers are asked to assume more responsibility for the success of their students while at the same time meet the student's individual needs. Yet they haven't been given the tools to do it," said David Cappellucci, President and CEO of Classwell Learning Group. "When you save teachers time, they have more time to spend with students individually. When you give teachers the right tools, they can provide individualized instruction to students. Classwell gives teachers the time and the tools." Cappellucci, formerly with Houghton Mifflin, will lead a management team with extensive educational publishing and technology experience. Cappellucci has nearly 20 years of management, finance, strategy and new business development experience in the education industry. "Inception's mission is specifically to work at the intersection of the new economy and strong established businesses," said Leo Hermacinski, Co-Founder of Inception Capital. "I can think of no better example of the power of working in this space than Classwell and its partners. We look forward to helping David and his team realize all the success available to them." Additional partnerships will be formally announced this fall. Classwell's services will be available at www.classwell.com in January 2001. ----------------- -more- -2- Classwell 3 of 3 Pages September 7, 2000 Partners Background Houghton Mifflin Company Houghton Mifflin is a leading publisher of textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and fiction and non-fiction for adults and young readers. The Company's Internet site can be found at www.hmco.com. ------------ Sylvan Ventures Founded in February 2000, Sylvan Ventures develops and invests in educational technology companies, providing them with access to the brands, content and resources of its parent company Sylvan Learning Systems, Inc. (NASDAQ: SLVN), one of the world's leading providers of educational services to families, schools and industry with over 2,000 tutoring, training and learning centers around the world. For more information, visit www.sylvanventures.com. ---------------------- Sylvan Learning Systems, Inc. Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of -------------- educational services to families, schools and industry. The Sylvan Learning Centers and Contract Education Services divisions provide personalized instruction services to K-12 students through direct consumer relationships and under contract to school systems. Sylvan provides courses to adult students throughout the world in the areas of English language, teacher training and accredited university offerings through the Wall Street Institute/ASPECT, Canter and Sylvan International Universities subsidiaries. Through its affiliate, Caliber Learning Network, Inc., Sylvan also has the ability to distribute world- class adult professional education and training programs. Inception Capital Inception Capital (www.inceptioncapital.com) was jointly founded by BV ------------------------ Group, CEA Worldwide, The Parthenon Group and Parthenon Capital. The Boston- based financial group specializes in e-commerce and Internet infrastructure businesses. -3- EX-99.2 3 0003.txt PRESS RELEASE DATED SEPTEMBER 8, 2000 Exhibit 99.2 For Immediate Release Sylvan Contacts: Sean Creamer Vice President Corporate Finance 410-843-8991 Chris Symanoskie Investor Relations Manager 410-843-6394 SYLVAN LEARNING SYSTEMS ANNOUNCES SALE OF ASPECT BALTIMORE, MD, September 8, 2000-- Sylvan Learning Systems (NASDAQ: SLVN), a leading provider of educational services, today announced that it has signed a definitive agreement to sell Aspect, Sylvan's English language instruction subsidiary. Aspect is being purchased for $22 million in cash by a management group backed by Warburg Pincus. Warburg Pincus is a major global private equity investment firm that has invested more than $10 billion in over 300 diverse companies since 1971. The firm manages approximately $10 billion in assets invested in 24 countries with a further $4 billion available for investment. Based in New York, the firm also has offices in London, Munich, Hong Kong, Tokyo, Singapore, and Sao Paulo. The transaction is expected to close within the next 30 days, subject to certain regulatory approvals. About Sylvan Learning Systems: Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of educational services to families, schools and industry. The Sylvan Learning Centers and Educational Solutions divisions provide personalized instruction services to K-12 students through direct consumer relationships and under contract to school systems. Sylvan provides courses to adult students throughout the world in the areas of English language, Teacher Training and accredited University offerings through the Wall Street Institute, Canter and Sylvan International Universities subsidiaries. Sylvan Ventures, Sylvan's new e- learning investment vehicle, focuses on brining emerging Internet technology solutions to the education and training marketplace. Through its affiliate, Caliber Learning Network, Inc. (NASDAQ:CLBR), Sylvan also has the ability to distribute world-class adult professional education and training programs. -1- This release may include information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Company's Security and Exchange Commission filings. # # # # -2- -----END PRIVACY-ENHANCED MESSAGE-----