- Amended Statement of Beneficial Ownership (SC 13D/A)
18 Mai 2011 - 11:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nobel Learning Communities, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
654889104
(CUSIP Number)
Donald W. Hughes
c/o Camden Partners Holdings, LLC
500 East Pratt Street
Suite 1200
Baltimore, Maryland 21202
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 17, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
þ
Note
: Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Camden Partners Strategic II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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BY OWNED BY
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1,768,213
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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- 0 -
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,768,213
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,768,213
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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2
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1
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NAMES OF REPORTING PERSONS
Camden Partners Strategic Fund II-A, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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BY OWNED BY
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1,768,213
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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- 0 -
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,768,213
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,768,213
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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3
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1
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NAMES OF REPORTING PERSONS
Camden Partners Strategic Fund II-B, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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SHARES
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8
|
|
SHARED VOTING POWER
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BENEFICIALLY
|
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|
BY OWNED BY
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1,768,213
|
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|
|
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EACH
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9
|
|
SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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- 0 -
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WITH
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10
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SHARED DISPOSITIVE POWER
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|
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1,768,213
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,768,213
|
|
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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4
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1
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NAMES OF REPORTING PERSONS
David L. Warnock
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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SHARES
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8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
BY OWNED BY
|
|
1,768,213
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
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- 0 -
|
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|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,768,213
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,768,213
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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5
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1
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NAMES OF REPORTING PERSONS
Donald W. Hughes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
|
|
(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
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|
|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
BY OWNED BY
|
|
1,768,213
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
- 0 -
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,768,213
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,768,213
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
16.7%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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6
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1
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NAMES OF REPORTING PERSONS
Richard M. Berkeley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.
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7
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SOLE VOTING POWER
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NUMBER OF
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- 0 -
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|
SHARES
|
8
|
|
SHARED VOTING POWER
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BENEFICIALLY
|
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|
BY OWNED BY
|
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1,768,213
|
|
|
|
|
EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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- 0 -
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,768,213
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,768,213
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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7
Explanatory Note:
This Amendment No. 1 (the Amendment) relates to the common
stock, par value $0.001 per share (Common Stock) of Nobel Learning Communities,
Inc., a Delaware corporation (the Company). This Amendment amends the Schedule 13D
(the Schedule 13D) filed by the Reporting Persons (as defined in the Schedule 13D)
with the Securities and Exchange Commission on October 1, 2008.
Each capitalized term used herein and not otherwise defined in this Amendment shall have the
meaning assigned to such term in the Schedule 13D. Except as amended by this Amendment, each Item
of the Schedule 13D remains unchanged.
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Item 2.
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Identity and Background
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Item 2 of the Schedule 13D is amended to remove
Richard M. Johnston as a Reporting Person as a result of Mr. Johnstons retirement as a voting managing member of CPS II.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following
paragraphs immediately prior to the last two paragraphs of Item 4:
On May 17, 2011, the Company, Academic Acquisition Corp. (Parent) and Academic Merger Sub,
Inc., a wholly-owned subsidiary of Parent (Merger Sub) entered into an Agreement and Plan of
Merger (the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, Merger Sub will merge with and into the Company (the Merger), with the
Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent.
In connection with the Merger, each share of Common Stock that is outstanding at the effective
time of the Merger (other than shares held in treasury by the Company or owned by Parent or Merger
Sub, or shares held by dissenting stockholders who properly exercise appraisal rights under
applicable law), will be cancelled and converted into the right to receive $11.75 in cash, without
interest.
The consummation of the Merger is subject to the satisfaction or waiver at or prior to the
effective time of the Merger of certain conditions, including, but not limited to, adoption of the
Merger Agreement by the stockholders of the Company.
Concurrently with the execution of the Merger Agreement and as an inducement and condition
thereof, CPS Fund II-A and CPS Fund II-B entered into a voting agreement with Parent whereby each
of CPS Fund II-A and CPS Fund II-B agreed to vote all of the shares of Common Stock beneficially
owned by such stockholder in favor of the Merger and the other transactions contemplated by the
Merger Agreement (the Voting Agreement). Parent did not pay any additional consideration to any
of the Reporting Persons to induce CPS Fund II-A and CPS Fund II-B to enter into the Voting
Agreement.
Pursuant to the Voting Agreement, CPS Fund II-A and CPS Fund II-B have agreed to vote their
shares of Common Stock: (i) in favor of adoption and approval of the Merger Agreement and all
other matters contemplated by the Merger Agreement as to which stockholders of the Company are
called upon to vote in favor of to the extent that any such matters are necessary for consummation
of the Merger and the other transactions contemplated by the Merger Agreement in accordance with
its terms; and (ii) against any takeover proposal (as defined in the Merger Agreement), or any
agreement, transaction or other matter that is intended to, or would reasonably be expected to,
impede, interfere with, delay, postpone, discourage or materially and adversely affect the
consummation of the Merger and all other material transactions contemplated by the Merger
Agreement.
CPS Fund II-A and CPS Fund II-B have agreed not to sell, assign, transfer, tender or otherwise
dispose of the shares subject to the Voting Agreement during the term of the Voting Agreement. In
addition, CPS Fund II-A and CPS Fund II-B cannot grant any proxies or enter into a voting trust or
other arrangement whereby the voting rights would be transferred. Further, CPS Fund II-A and CPS
Fund II-B have agreed not to exercise any appraisal rights arising with respect to the Merger with
respect to the Common Stock held by CPS Fund II-A and CPS Fund II-B.
CPS Fund II-A and CPS Fund II-B have also agreed that they will not, among other things,
solicit, initiate, or knowingly encourage (including by way of furnishing non-public information or
other assistance), or take any action to facilitate, any inquiries, or make any proposal that
constitutes, or may reasonably be likely to lead to, any takeover proposal (other than the Merger
Agreement), or enter into any agreement with respect to a takeover proposal (other than the Merger
Agreement).
9
The Voting Agreement terminates upon the earliest to occur of (i) the effectiveness of the
Merger, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) upon the
mutual written agreement of the
parties to the Voting Agreement to terminate the Voting Agreement, or (iv) at the election of CPS
Fund II-A and CPS Fund II-B, 120 days after the date of the Voting Agreement, unless, on such date,
either (A) certain education and childcare related regulatory approvals have not been obtained
(other than due to the failure of Parent or the Company to comply with their respective obligations
related thereto under the Merger Agreement) or (B) the Companys stockholders meeting necessary to
adopt the Merger Agreement has not been held due to review of the Companys proxy statement for
such stockholders meeting by the Securities and Exchange Commission and delays resulting therefrom
(other than delays caused by the failure of the Company or Parent to comply with their respective
obligations related thereto under the Merger Agreement), in either of which cases, the
aforementioned 120-day period shall be extended to 180 days after the date of the Voting Agreement.
The Voting Agreement may also be terminated by CPS Fund II-A and CPS Fund II-B in the event of
an amendment, modification or waiver of the Merger Agreement made without the written consent of
CPS Fund II-A and CPS Fund II-B if such amendment, modification or waiver creates any additional
condition to the obligation of Parent and Merger Sub to consummate, or otherwise materially delays,
the Merger, changes the consideration payable with respect to the Companys Common Stock pursuant
to the Merger Agreement in a manner adverse to CPS Fund II-A and CPS Fund II-B, extends the end
date (as defined in the Merger Agreement) under the Merger Agreement, or otherwise adversely
affects CPS Fund II-A and CPS Fund II-B in their capacity as stockholders of the Company.
The description of the terms and conditions of the Voting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Voting Agreement
included herein as Exhibit 5, which is incorporated herein by reference. A copy of the Merger
Agreement has been filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the
Securities Exchange Commission on May 18, 2011.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) of the Schedule 13D is hereby amended by restating the first paragraph to read in its
entirety as follows:
(a)
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CPS Fund II-A is the direct beneficial owner of an aggregate of 1,669,206 shares of the
Common Stock (the CPS II-A Shares). CPS Fund II-B is the direct beneficial owner of an
aggregate of 99,007 shares of the Common Stock (the CPS II-B Shares). The CPS II-A Shares
represent approximately 15.7% beneficial ownership of the Companys Common Stock, and the CPS
II-B Shares represent approximately 0.9% beneficial ownership of the Companys Common Stock.
Collectively, the Shares represent approximately 16.7% beneficial ownership of the Companys
Common Stock. All calculations of beneficial ownership percentages are based on 10,614,585
shares of the Common Stock outstanding on May 4, 2011 as reported by the Company in its
Quarterly Report on Form 10-Q filed on May 12, 2011.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended to add the following sentence to the end of such Item:
The information set forth in Item 4 of this Schedule 13D, and incorporated by reference
therein, is incorporated by reference into this Item 6.
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Item 7.
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Material to Be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended to add the following exhibit:
Exhibit 5 Voting Agreement, dated May 17, 2011, among Parent, CPS Fund II-A and CPS Fund
II-B.
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 1 is true, complete and correct.
Dated: May 18, 2011
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CAMDEN PARTNERS STRATEGIC FUND
II-A, L.P.
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By: Camden Partners Strategic II, LLC, its
general partner
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/s/ Donald W. Hughes
Name: Donald W. Hughes
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Title: Managing Member
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CAMDEN PARTNERS STRATEGIC FUND
II-B, L.P.
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By: Camden Partners Strategic II, LLC, its
general partner
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/s/ Donald W. Hughes
Name: Donald W. Hughes
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Title: Managing Member
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CAMDEN PARTNERS STRATEGIC II, LLC
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/s/ Donald W. Hughes
Name: Donald W. Hughes
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Title: Managing Member
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11
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DAVID L. WARNOCK
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/s/ Donald W. Hughes, as Attorney-in-Fact
Name: David L. Warnock
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DONALD W. HUGHES
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/s/ Donald W. Hughes
Name: Donald W. Hughes
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RICHARD M. BERKELEY
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/s/ Donald W. Hughes, as Attorney-in-Fact
Name: Richard M. Berkeley
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12
Nobel Learning Communities, Inc. (MM) (NASDAQ:NLCI)
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