-----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, HAyKt89UlrhZZrZNgs+xFl9t9hUSP+A5xlaRAIZwxjisnOW1I/O1ZojKs4VGWeIG dv1EGid4wmBZ84Djwt+eMA== 0001006199-98-000166.txt : 19980915 0001006199-98-000166.hdr.sgml : 19980915 ACCESSION NUMBER: 0001006199-98-000166 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980914 EFFECTIVENESS DATE: 19980914 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: S-8 POS SEC ACT: SEC FILE NUMBER: 033-77390 FILM NUMBER: 98708947 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 S-8 POS 1 FORM S-8 As filed with the Securities and Exchange Commission on September 14, 1998 Registration Nos.: 33-77390 333-21963 ------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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 or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1000 Lancaster Street Baltimore, Maryland 21202 (Address of principal executi (Zip Code) 1993 Employee Stock Option Plan Employee Stock Purchase Plan (Full title of plans) (Name, address and telephone (Copy to:) number of agent for service) Douglas L. Becker Richard C. Tilghman, Jr., Esquire Sylvan Learning Systems, Inc. Piper & Marbury L.L.P. 1000 Lancaster Street 36 South Charles Street Baltimore, Maryland 21202 Baltimore, Maryland 21201 (410) 843-8000 (410) 539-2530 CALCULATION OF REGISTRATION FEE CALCULATION OF REGISTRATION FEE =============================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share(2) Price(2) Fee(2) - ------------------------------------------------------------------------------- Common Stock, $.01 par value(1) 750,000(3) $22.4375 $16,828,125 $4,964.30 ================================================================================ (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the daily high and low sale prices of Sylvan Learning Systems, Inc. Common Stock reported on the Nasdaq National Market on September 11, 1998. (3) 600,000 shares of Common Stock relate to the 1993 Employee Stock Option Plan and 150,000 shares of Common Stock relate to the Employee Stock Purchase Plan. INCORPORATION BY REFERENCE In accordance with General Instruction E to Form S-8, the contents of the Registration Statements filed by Sylvan Learning Systems, Inc. (the "Company") under Registration Numbers 33-77390 and 333-21963, with respect to securities offered pursuant to the Company's 1993 Employee Stock Option Plan and the Employee Stock Purchase Plan, as amended, are hereby incorporated by reference. In addition, the following documents filed by the Company with the Securities and Exchange Commission (the "Commission") (File No. 0-22844) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Forms 10-Q for each of the quarters ended March 31, 1998 and June 30, 1998, except as superceded by (2) below. 2. The Company's Current Report on Form 8-K dated July 29, 1998, relating to the restatement of the Company's consolidated financial statements for each of the three years in the period ended December 31, 1997 and for the quarters ended March 31, 1998 and 1997 to give retroactive effect to the Company's merger with Aspect International Language Schools, B.V. and subsidiaries. 3. The Company's Current Report on Form 8-K dated March 11, 1998, relating to the restatement of the Company's selected financial data schedule to give effect to the Company's adoption of Statement of Financial Accounting Standards No. 128, Earnings Per Share as of December 31, 1997. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Exhibits. Exhibit Number Description - ------ ----------- 5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of the securities being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Deloitte & Touche 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of Smith, Lange & Phillips LLP 23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 14th day of September, 1998. SYLVAN LEARNING SYSTEMS, INC. By: R. Christopher Hoehn-Saric ------------------------------- R. Christopher Hoehn-Saric, Chairman of the Board and Co-Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- Co-Chief Executive Officer R. Christopher Hoehn-Saric and Chairman of the Board of September 14, 1998 - --------------------------- Directors (Principal Executive R. Christopher Hoehn-Saric Officer) Co-Chief Executive Officer * President, Secretary and September 14, 1998 - --------------------------- Director Douglas L. Becker Chief Financial Officer * (Principal Financial and - --------------------------- Accounting Officer) September 14, 1998 B. Lee McGee * Director September 14, 1998 - --------------------------- R. William Pollock * Director September 14, 1998 - --------------------------- J. Phillip Samper * Director September 14, 1998 - ---------------------------- James H. McGuire * By: R. Christopher Hoehn-Saric ----------------------------- R. Christopher Hoehn-Saric Attorney-in Fact EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 Opinion of Piper & Marbury L.L.P. regarding the legal validity of the securities being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Deloitte & Touche 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of Smith, Lange & Phillips LLP 23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1) Exhibit 5.1 PIPER & MARBURY L.L.P. CHARLES CENTER SOUTH 36 SOUTH CHARLES STREET BALTIMORE, MARYLAND 21201-3010 410-539-2530 FAX: 410-539-0489 September 10, 1998 Sylvan Learning Systems, Inc. 1000 Lancaster Street Baltimore, Maryland 21202 Ladies and Gentlemen: We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 (File Numbers 33-77390 and 333-21963 (the "Registration Statement") registering 750,000 shares of Common Stock, par value $.01 per share ("Plan Shares"), issuable pursuant to the exercise of stock options granted under the 1993 Employee Stock Option Plan (the "Stock Option Plan") and the purchase of shares of Common Stock under the Employee Stock Purchase Plan (together with the Stock Option Plan, the "Plans"). We have examined copies of the Company's Amended and Restated Certificate of Incorporation, By-Laws, the Plans, all resolutions adopted by the Company's Board of Directors relating to the above and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for this opinion. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to this opinion, we have relied on statements and certificates of officers and representatives of the Company and others. Based upon the foregoing, we are of the opinion that the Plan Shares issuable under the Plans have been duly authorized and will be (when issued, sold and delivered as authorized) validly issued, fully paid and non-assessable. The opinions set forth herein are limited to matters governed by the laws of the State of Maryland and the Federal Laws of the United States of America, and we express no opinion as to any other laws. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Piper & Marbury L.L.P. CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-________) of Sylvan Learning Systems, Inc. for the registration of 750,000 shares of its common stock pertaining to the 1993 Employee Stock Purchase Plan and the 1993 Stock Option Plan of our report dated July 28, 1998 with respect to the consolidated financial statements of Sylvan Learning Systems, Inc. included in its Current Report on Form 8-K dated July 29, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Baltimore, Maryland September 8, 1998 CONSENT OF DELOITTE & TOUCHE We consent to the incorporation by reference in this Registration Statement of Sylvan Learning Systems, Inc. on Form S-8 of our report dated July 27, 1998, with respect to the consolidated financial statements of Anglo-World Education (UK) Limited and Subsidiaries included in Sylvan Learning Systems, Inc.'s Current Report on Form 8-K dated July 29, 1998. /s/ Deloitte & Touche DELOITTE & TOUCHE Southampton United Kingdom September 10, 1998 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Sylvan Learning Systems, Inc. on Form S-8 of our reports dated March 14, 1997 (relating to the financial statements of Independent Child Study Teams, Inc. and I-R, Inc. not presented herein) appearing in the Annual Report on Form 10-K, of Sylvan Learning Systems, Inc. for the year ended December 31, 1997. /s/ Deloitte & Touche LLP Parsippany, New Jersey September 4, 1998 EXHIBIT 23.4 CONSENT OF SMITH, LANGE & PHILLIPS LLP We consent to the incorporation by reference in this Registration Statement of Sylvan Learning Systems, Inc. on Form S-8 of our reports listed below appearing in Sylvan Learning Systems, Inc.'s Current Report on Form 8-K dated July 29, 1998. Fiscal Year Report Dated - ----------- ------------ September 30, 1995 June 11, 1998 September 30, 1996 December 10, 1996 September 30, 1997 December 7, 1997 COMPANY NAME: Smith, Lange & Phillips LLP /s/ Smith, Lange & Phillips LLP DATE: September 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----