0001104659-17-034915.txt : 20170524 0001104659-17-034915.hdr.sgml : 20170524 20170524171215 ACCESSION NUMBER: 0001104659-17-034915 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170524 DATE AS OF CHANGE: 20170524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-207243 FILM NUMBER: 17867509 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 POS AM 1 a17-13092_1posam.htm POS AM

 

As filed with the Securities and Exchange Commission on May 24, 2017

 

Registration File No. 333-207243

Registration File No. 333-215845

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

 

to

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

8200

 

52-1492296

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

 

650 S. Exeter Street
Baltimore, Maryland 21202
(410) 843-6100

 

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

 

 

Robert W. Zentz, Esq.
Senior Vice President, Secretary and General Counsel
Laureate Education, Inc.
650 S. Exeter Street
Baltimore, Maryland 21202
(410) 843-6100

 

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

 

 

Copies to:

 

Robert W. Smith, Jr., Esq.
Michael J. Stein, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, MD 21209
(410) 580-3000

 

Approximate date of commencement of proposed sale to the public: Not applicable.  This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statements.

 

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, check the following box. o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

 

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. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company o

 

 

(Do not check if a smaller reporting company)

 

 

 

 

 

 

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.   o

 

 

 


 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 on Form S-1 (“Amendment”) is being filed to deregister the unissued shares of Class A common stock, par value $0.004 per share (the “Class A common stock”), of Laureate Education, Inc. (the “Company”), that were initially registered by the Company on (i) the Registration Statement on Form S-1 (Registration No. 333-207243), originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2015 (as amended by Amendment No. 1 filed on November 20, 2015, Amendment No. 2 filed on December 23, 2015, Amendment No. 3 filed on May 20, 2016, Amendment No. 4 filed on December 15, 2016, Amendment No. 5 filed on January 10, 2017, Amendment No. 6 filed on January 18, 2017 and Amendment No. 7 filed on January 31, 2017) and declared effective on January 31, 2017 (the “Initial Form S-1”) and (ii) the Registration Statement on Form S-1MEF (Registration No. 333-215845), originally filed by the Company with the SEC on January 31, 2017 (the “Form S-1MEF”, and together with the Initial Form S-1, the “Form S-1”).  The Form S-1 pertains to the registration of 40,400,000 shares of the Company’s Class A common stock. As of the date of this Amendment, 5,400,000 shares of Class A common stock are unissued pursuant to the Form S-1.

 

The offering described in the Form S-1 has terminated.  Accordingly, the Company is filing this Amendment to deregister all such securities of the Company registered under the Registration Statement that remain unissued as of the effective date of this Amendment.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on May 24, 2017.

 

 

LAUREATE EDUCATION, INC.

 

 

 

 

By:

/s/ Eilif Serck-Hanssen

 

Name:

Eilif Serck-Hanssen

 

Title:

President, Chief Administrative Officer and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 24, 2017.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

*

 

Chairman and Chief Executive Officer and Director (Principal Executive Officer)

 

May 24, 2017

Douglas L. Becker

 

 

 

 

 

 

 

 

President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)

 

May 24, 2017

Eilif Serck-Hanssen

 

 

 

 

 

 

*

 

Senior Vice President, Chief Accounting Officer and Global Controller (Principal Accounting Officer)

 

May 24, 2017

Tal Darmon

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

Brian F. Carroll

 

 

 

 

 

 

 

 

Director

 

May 24, 2017

*

 

Andrew B. Cohen

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

Pedro del Corro

 

 

 

 

 

 

 

 

Director

 

 

William L. Cornog

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

George Muñoz

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

Judith Rodin

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

Ian K. Snow

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

Steven M. Taslitz

 

 

 

 

 

 

*

 

Director

 

May 24, 2017

Quentin Van Doosselaere

 

 

3


 

*

 

Director

 

May 24, 2017

Robert B. Zoellick

 

 

 

 

 

 

 

 

Director

 

 

Kenneth W. Freeman

 

 

 

 

 

 

 

 

Director

 

 

Michael J. Durham

 

 

 

 

 

 

*By:

/s/ Eilif Serck-Hanssen

 

 

 

 

 

 

Eilif Serck-Hanssen

 

 

 

Attorney-in-Fact

 

 

 

 

 

4