-----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, DVkUA/lKmKCu8U1ZAElsp8yKNxNqQCEiSlEW5IHjHb27gv2Bw7gsUjqHSEVI9r6k i/ZPWBD8U7CZb5BmvRwQoQ== 0000916641-02-001221.txt : 20020808 0000916641-02-001221.hdr.sgml : 20020808 20020808164443 ACCESSION NUMBER: 0000916641-02-001221 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020808 GROUP MEMBERS: A.J.CLEGG GROUP MEMBERS: JOHN R.FROCK GROUP MEMBERS: ROBERT E.ZOBEL GROUP MEMBERS: SCOTT CLEGG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 02723195 BUSINESS ADDRESS: STREET 1: ROSE TREE CORPORATE CENTER II STREET 2: 1400 N PROVIDENCE RD STE 3055 CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6094829100 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEGG A J CENTRAL INDEX KEY: 0001166397 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NOBEL LEARNING COMMUNITIES INC STREET 2: 1615 WEST CHESTER PIKE CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 BUSINESS PHONE: 4849472000 MAIL ADDRESS: STREET 1: C/O NOBEL LEARNING COMMUNITIES INC STREET 2: 1615 WEST CHESTER PIKE CITY: WEST CHESTER STATE: PA ZIP: 19382-7956 SC 13D/A 1 dsc13da.txt NOBEL LEARNING COMMUNITIES, INC. SCHEDULE 13-D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) (Amendment No. 4 )* Nobel Learning Communities, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 773415 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. A.J. Clegg Nobel Learning Communities, Inc. 1615 West Chester Pike West Chester, PA 19382-7956 (484) 947-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 5, 2002 - -------------------------------------------------------------------------------- (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 person's 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). (Page 1 of 12 Pages) (Continued on following pages) (Page 2 of 12 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. A.J. Clegg - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: Number of 342,333 shares of Common Stock (see Item 5) Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power Owned by Each 412,006 shares of Common Stock (see Item 5) Reporting ------------------------------------------------------------ Person 9. Sole Dispositive Power With 275,761 shares of Common Stock (see Item 5) ------------------------------------------------------------ 10. Shared Dispositive Power 412,006 shares of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 754,339 shares of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 11.1% of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 3 of 12 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. John R. Frock - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: 124,887 shares of Common Stock (see Item 5) Number of ---------------------------------------------------------------- Shares Beneficially 8. Shared Voting Power Owned by 0 Each ---------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 124,887 shares of Common Stock (see Item 5) ---------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 124,887 shares of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 1.9% of common stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 4 of 12 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Scott Clegg - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: 0 Number of ---------------------------------------------------------------- Shares Beneficially 8. Shared Voting Power Owned by 0 Each ---------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 0 ---------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 5 of 12 Pages) CUSIP No. 773415 10 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Robert E. Zobel - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF, AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Sole Voting Power: 16,265 shares of Common Stock (see Item 5) Number of ---------------------------------------------------------------- Shares Beneficially 8. Shared Voting Power Owned by 1,000 shares of Common Stock (see Item 5) Each ---------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 8,761 shares of Common Stock (see Item 5) ---------------------------------------------------------------- 10. Shared Dispositive Power 1,000 shares of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 16,265 shares of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1.0% of Common Stock (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (Page 6 of 12 Pages) THIS AMENDMENT NO. 4 to the Schedule 13D filed by JBS Investment Banking Ltd. ("JBS") on May 29, 1992, as amended by Amendment No. 1 filed on December 23, 1993 and Amendment No. 2 filed on or about December 9, 1994, as to which Mr. A.J. Clegg was added as a reporting person pursuant to Amendment No. 2, and Amendment No. 3 filed on March 1, 2002, as to which Mr. Frock was added as a reporting person (as so amended, the "Schedule 13D") further amends the Schedule 13D by describing certain changes to the information reflected in the Schedule 13D. Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $0.001 (the "Common Stock") of Nobel Learning Communities, Inc. (the "Issuer"), with its principal office located at 1615 West Chester Pike, West Chester, PA 19382-7956. Item 2. Identity and Background. The names of the persons filing this statement are Mr. A.J. Clegg, Mr. John R. Frock, Mr. Scott Clegg and Mr. Robert E. Zobel (the "Reporting Persons"). JBS, which was previously a reporting person under this Schedule 13D, is no longer in existence and is therefore no longer a reporting person hereunder. Mr. A.J. Clegg's present principal occupation is Chairman, President and Chief Executive Officer of the Issuer. Mr. Frock's present principal occupation is Vice Chairman - Corporate Development of the Issuer. Mr. Scott Clegg's present principal occupation is Vice Chairman, President and Chief Operating Officer of the Issuer. Mr. Zobel's current principal occupation is Vice Chairman and Chief Financial Officer of the Issuer. During the last five years, none of the Reporting Persons has been convicted in any criminal proceedings. During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. The principal business address of each of the Reporting Persons is c/o the Issuer, 1615 West Chester Pike, West Chester, PA 19382-7956. The Reporting Persons are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Considerations. The source of the funds used in purchasing the securities beneficially owned by Messrs. A.J. Clegg and Frock was their respective personal funds. The aggregate amount of the purchase price for the shares owned by Mr. A.J. Clegg was $2,652,321 (excluding an indeterminate amount paid for an aggregate of 6,000 shares of Common Stock owned by Mr. A.J. Clegg's grandchildren, as to which Mr. A.J. Clegg has sole voting and dispositive power). The aggregate amount of the purchase price for the shares owned by Mr. Frock was $115,000. The aggregate amount of the purchase price for the shares owned by Mr. Zobel was $35,312. Of this $35,312, $16,000 represents funds of a partnership in which Mr. Zobel is the general partner and $19,312 represents personal funds of Mr. Zobel. Item 4. Purpose of Transaction. On August 5, 2002, the Issuer and Socrates Acquisition Corporation ("Socrates"), a newly formed corporation organized by affiliates of Gryphon Investors, Inc. ("Gryphon") and Cadigan (Page 7 of 12 Pages) Investment Partners ("Cadigan"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Socrates will be merged with and into the Issuer (the "Merger") and each share of Common Stock outstanding at the effective time of the Merger will be converted into the right to receive $7.75 per share in cash, each share of preferred stock of the Issuer outstanding at the effective time of the Merger will be converted into the right to receive $7.75 per share in cash on an as-converted basis, each holder of options to purchase Common Stock outstanding at the effective time of the Merger shall be entitled to receive in cash the excess, if any, of $7.75 per share over the per share exercise price of such options and each holder of warrants to purchase Common Stock outstanding at the effective time of the Merger shall be entitled to receive in cash the excess, if any, of $7.75 per share over the per share exercise price of such warrants, except for certain shares of capital stock held by the Reporting Persons and for shares of Common Stock and preferred stock of the Issuer held by stockholders who perfect their appraisal rights under Delaware law. Certain shares of capital stock held by the Reporting Persons and the shares of common stock of Socrates will be converted into capital stock of the surviving corporation as described in the Merger Agreement. The Merger Agreement is incorporated in this filing by reference to the Form 8-K filed by the Issuer on August 8, 2002. The consummation of the Merger is subject to a number of conditions, including approval of the Merger by the Issuer's stockholders and the receipt of financing and governmental approvals. Upon consummation of the Merger, it is expected that the board of directors of the Issuer will be made up of directors designated by Gryphon, Cadigan and management. It is also anticipated that the current management of the Issuer will continue to be the management of the Issuer after consummation of the Merger. If the Merger is consummated, it is expected that the Issuer will cease to be a public Issuer and that the Common Stock will cease to be traded on the Nasdaq National Market and the only remaining stockholders of the Issuer immediately after such consummation would be the Reporting Persons and the holders of common stock of Socrates immediately prior to the Merger. It is also anticipated that the Common Stock would become eligible for termination of registration under the Exchange Act upon consummation of the Merger. Except as otherwise described in this Item 4 or in Item 6 of this Statement, none of the Reporting Persons has any current plans or proposals which relate to or would result in: (a) the acquisition by any of them of additional securities of the Issuer, or the disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Mr. A.J. Clegg beneficially owns 754,339 shares of Common Stock, which represents approximately 11.1% of the Issuer's Common Stock based on 6,544,953 shares of Common Stock outstanding as of August 2, 2002. His reported beneficial ownership consists specifically of 32,161 shares of Common Stock held of record by Mr. A.J. Clegg; 66,572 shares held of record by his children, with respect to which Mr. A.J. Clegg has sole voting authority; 6,000 shares held of record by his grandchildren, with respect to which Mr. A.J. Clegg has sole voting and dispositive authority; 170,815 shares held of record jointly by Mr. A.J. Clegg and his spouse, with respect to which Mr. A.J. Clegg and his spouse have joint voting and dispositive authority; 140,385 shares of Common Stock that Mr. A.J. (Page 8 of 12 Pages) Clegg may acquire upon conversion of the Company's Series A Preferred Stock; 100,806 shares of Common Stock that Mr. A.J. Clegg may acquire upon conversion of the Company's Series C Preferred Stock; and 237,600 shares of Common Stock that Mr. A.J. Clegg may acquire upon exercise of currently exercisable stock options. Mr. Frock beneficially owns 124,887 shares of Common Stock, which represents approximately 1.9% of the Issuer's Common Stock based on 6,544,953 shares of Common Stock outstanding as of August 2, 2002. His reported beneficial ownership consists specifically of 17,500 shares of Common Stock held of record by Mr. Frock; 14,700 shares of Common Stock that Mr. Frock may acquire upon the conversion of the Company's Series A Preferred Stock; and 92,682 shares of Common Stock that Mr. Frock may acquire upon the exercise of currently exercisable options. Mr. Scott Clegg does not beneficially own any shares of Common Stock at this time. Mr. Scott Clegg does hold options to purchase 65,000 shares of Common Stock, which options were granted in February 2002 and vest over a three-year period. Mr. Zobel beneficially owns 16,265 shares of Common Stock, which represents less than 1.0% of the Issuer's Common Stock based on 6,544,953 shares of Common Stock outstanding as of August 2, 2002. His reported beneficial ownership consists specifically of 4,000 shares of Common Stock held of record by a closely-held Florida corporation of which he and his family members are the sole shareholders and with respect to which Mr. Zobel has sole voting power, 1,000 shares held by Mr. Zobel's children, with respect to which Mr. Zobel and his spouse have joint voting and dispositive authority and 4,571 shares of Common Stock that Mr. Zobel may acquire upon the conversion of the Issuer's Series A Preferred Stock, which Series A Preferred Stock is held as an asset of a family partnership in which Mr. Zobel is a general partner and over which Mr. Zobel has sole voting power. Mr. Zobel has dispositive power only with respect to 200 of these 4,704 shares held in the family partnership. Mr. Zobel also beneficially owns 6,561 shares of Common Stock that Mr. Zobel may acquire upon the exercise of currently exercisable options. (b) Reference is made to items 7-11 on each of the attached cover sheets to this Schedule 13D-A, which are incorporated herein by reference. (c) No transactions in the class of securities reported have been effected during the past sixty days by any Reporting Person. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the execution of the Merger Agreement, voting agreements, dated August 5, 2002, (the "Voting Agreements") were entered into between Socrates and each of the Reporting Persons. Subject to the terms of the Voting Agreements, the Reporting Persons have agreed (a) to grant an irrevocable proxy to Socrates to vote all of the capital stock of the Issuer that they own (i) for the adoption and approval of the Merger Agreement (as defined in Item 4), (ii) in any manner as Socrates may see fit with respect to any extraordinary corporate transaction (other than the Merger (as defined in Item 4)), such as a merger, consolidation, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or capital stock of the Issuer or any of its subsidiaries, any change in the Board of Directors of the Issuer or any amendment to the Issuer's Certificate of Incorporation, and (b) if (Page 9 of 12 Pages) Socrates elects not to exercise its rights to vote the capital stock pursuant to such irrevocable proxy, to vote all of the capital stock of the Issuer that they own (i) for the adoption and approval of the Merger Agreement or (ii) as otherwise directed by Socrates if the issue on which the shareholder is requested to vote is a matter described in clause (a)(ii) above. The foregoing description of the Voting Agreements is qualified in its entirety by reference to the Form of Voting Agreement incorporated in this filing by reference to the Form 8-K filed by the issuer on August 8, 2002. Socrates has also received commitment letters from A.J. Clegg and John R. Frock to convert certain of their shares of the Issuer's capital stock into the capital stock of the surviving corporation as described in the Merger Agreement in lieu of receiving cash for such shares, and commitment letters from each of Scott Clegg and Robert E. Zobel to each purchase equity securities of Socrates for an aggregate purchase price of $74,100 (collectively the "Management Commitment Letters"). The Management Commitment Letters are attached hereto as Exhibit 2 and are incorporated herein by reference. The obligations of each of the Reporting Persons under the commitment letters are subject to each of Gryphon and Cadigan fulfilling their own equity commitments with respect to Socrates. The Reporting Persons have certain understandings with Socrates as to the management of the surviving corporation after consummation of the Merger. Term sheets outlining these understandings (the "Management Term Sheets") are attached hereto as Exhibit 3 and are incorporated herein by reference. Item 7. Material to be filed as Exhibits. Exhibit No. Title - ----------- ----- 1. Joint Filing Agreement between A.J. Clegg, John Frock, Scott Clegg and Robert Zobel 2. Management Commitment Letters 3. Management Term Sheets Documents Incorporated by Reference - ----------------------------------- 1. Agreement and Plan of Merger, incorporated herein by reference to the Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002 2. Form of Voting Agreement, incorporated herein by reference to the Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002 (Page 10 of 12 Pages) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 8, 2002 /s/ A.J. Clegg - ------------------------------------ A.J. Clegg /s/ John R. Frock - ------------------------------------ John R. Frock /s/ Scott Clegg - ------------------------------------ Scott Clegg /s/ Robert E. Zobel - ------------------------------------ Robert E. Zobel (Page 11 of 12 Pages) EX-1 3 dex1.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Agreement between A.J. Clegg, John R. Frock ("Frock"), Scott Clegg and Robert E. Zobel ("Zobel") dated as of August 7, 2002. Background A.J. Clegg is the Chairman of the Board and Chief Executive Officer of Nobel Learning Communities, Inc. (the "Company"), Frock is the Vice Chairman - Corporate Development of the Company, Scott Clegg is President and Chief Operating Officer of the Company, and Zobel is Vice Chairman and Chief Financial Officer of the Company. A.J. Clegg, Frock, Scott Clegg and Zobel are the beneficial owners of shares of the Common Stock of the Company and are reflecting the ownership of such shares on a Schedule 13D filed with the Securities and Exchange Commission. A.J. Clegg, Frock, Scott Clegg and Zobel desire to provide for the filing of a joint statement on Schedule 13D to reflect their ownership of securities of the Company on the terms and conditions set forth herein. Now therefore, intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledge, the parties hereto agree as follows: 1. Each party hereto represents to the other party that he is eligible to use Schedule 13D in accordance with Regulation 13D promulgated under the Securities Exchange Act of 1934, as amended. The parties hereto agree that, from and after the date hereof, one statement on Schedule 13D shall be filed on behalf of each of them with respect to their ownership of the securities of the Company. 2. Each party hereto acknowledges and agrees that he shall be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. Neither party shall be responsible for the completeness or accuracy of the information concerning the other party hereto unless such party knows or has reason to believe that such information is inaccurate. 3. The parties hereto acknowledge and agree that this Agreement will be filed as an Exhibit to their Schedule 13D and any amendments thereto. In witness whereof, the parties hereto have executed this Agreement as of the day and year first above written. /s/ A.J. Clegg --------------------------- A.J. Clegg /s/ John R. Frock --------------------------- John R. Frock /s/ Scott Clegg --------------------------- Scott Clegg /s/ Robert E. Zobel ------------------------------------- Robert E. Zobel (Page 12 of 12 Pages) EX-2 4 dex2.txt MANAGEMENT COMMITMENT LETTERS Exhibit 2 August 5, 2002 Socrates Acquisition Corporation One Embarcadero Center, Suite 2750 San Francisco, CA 94111 Attn: Mr. Jeffrey Ott Mr. David Luttway Re: Transaction Involving Nobel Learning Communities, Inc. Gentlemen: I am writing this letter in connection with the transaction whereby Socrates Acquisition Corporation, a Delaware corporation ("Socrates Acquisition") will merge with and into (the "Merger") Nobel Learning Communities, Inc. (together with its subsidiaries, the "Company") pursuant to the terms and conditions of a Merger Agreement, of even date herewith, between Socrates Acquisition and the Company (the "Merger Agreement"). This letter will confirm my commitment to purchase equity securities of Socrates representing 0.1% of its common equity for an aggregate purchase price of $74,100. The proceeds of my equity financing shall be used solely as part of the equity contribution required to consummate the Merger. My obligations under this letter are contingent upon the purchase by Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment Partners and its affiliates ("Cadigan") of those amounts of equity securities of Socrates Acquisition as set forth in the letters between Socrates Acquisition and each of Gryphon and Cadigan dated as of the date hereof. This commitment will terminate upon the termination of Socrates Acquisition's obligations under the Merger Agreement. Nothing set forth in this letter shall be construed to confer upon or give to any person other than Socrates Acquisition any rights or remedies under or by reason of this commitment; provided, however, that the Company shall be an express third party beneficiary of this Agreement and therefore this commitment may not be amended or terminated and may not be waived without the express written consent of the Company. This letter constitutes the entire agreement among us or any of our respective affiliates, and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter contained herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns. -1- Very truly yours, /s/ Scott Clegg ----------------------------------- Scott Clegg Accepted: SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ------------------------------------ Co-President By: /s/ David Luttway ------------------------------------ Co-President -2- August 5, 2002 Socrates Acquisition Corporation One Embarcadero Center, Suite 2750 San Francisco, CA 94111 Attn: Mr. Jeffrey Ott Mr. David Luttway Re: Transaction Involving Nobel Learning Communities, Inc. ------------------------------------------------------ Gentlemen: I am writing this letter in connection with the transaction whereby Socrates Acquisition Corporation, a Delaware corporation ("Socrates Acquisition") will merge with and into (the "Merger") Nobel Learning Communities, Inc. (together with its subsidiaries, the "Company") pursuant to the terms and conditions of a Merger Agreement, of even date herewith, between Socrates Acquisition and the Company (the "Merger Agreement"). This letter will confirm my commitment to purchase equity securities of Socrates representing 0.1% of its common equity for an aggregate purchase price of $74,100. The proceeds of my equity financing shall be used solely as part of the equity contribution required to consummate the Merger. My obligations under this letter are contingent upon the purchase by Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment Partners and its affiliates ("Cadigan") of those amounts of equity securities of Socrates Acquisition as set forth in the letters between Socrates Acquisition and each of Gryphon and Cadigan dated as of the date hereof. This commitment will terminate upon the termination of Socrates Acquisition's obligations under the Merger Agreement. Nothing set forth in this letter shall be construed to confer upon or give to any person other than Socrates Acquisition any rights or remedies under or by reason of this commitment; provided, however, that the Company shall be an express third party beneficiary of this Agreement and therefore this commitment may not be amended or terminated and may not be waived without the express written consent of the Company. This letter constitutes the entire agreement among us or any of our respective affiliates, and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter contained herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns. -1- Very truly yours, /s/ Robert Zobel ----------------------------- Robert Zobel Accepted: SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- Co-President By: /s/ David Luttway ----------------------------------- Co-President -2- August 5, 2002 Socrates Acquisition Corporation One Embarcadero Center, Suite 2750 San Francisco, CA 94111 Attn: Mr. Jeffrey Ott Mr. David Luttway Re: Transaction Involving Nobel Learning Communities, Inc. Gentlemen: I am writing this letter in connection with the transaction whereby Socrates Acquisition Corporation, a Delaware corporation ("Socrates Acquisition") will merge with and into (the "Merger") Nobel Learning Communities, Inc. (together with its subsidiaries, the "Company") pursuant to the terms and conditions of a Merger Agreement, of even date herewith, between Socrates Acquisition and the Company (the "Merger Agreement"). I hereby confirm that as of the date hereof, I am the record and beneficial owner of (i) 284,048 shares of Common Stock, par value $.001 per share of the Company ("Common Stock"), (ii) 477,500 shares of Series A Preferred Stock, par value $.001 per share of the Company ("Series A Preferred Stock"), (iii) 403,226 shares of Series C Preferred Stock, par value $.001 per share of the Company ("Series C Preferred Stock") and (iv) the number of options to purchase shares of Common Stock set forth on Schedule 1 hereto, which list shall specify the grant date of such options, the plan, if any, such options were issued pursuant to, the exercise price of such options and the extent to which, as of the effective time of the Merger, such options will be vested. I hereby agree that as of the effective time of the Merger, I will be the record and beneficial owner of at least the number of shares of Common Stock and Preferred Stock and options to purchase Common Stock at the specified exercise prices, each as set forth on Schedule 2 hereto (the "Rollover Securities"). I agree that if I own shares of Common Stock, Preferred Stock and/or options to purchase Common Stock in excess of the amount of Rollover Securities, I shall not engage in any transaction on or prior to the effective time of the Merger if, after consummation of such transaction, I will not directly own, beneficially and of record, the number of shares of Common Stock, the number of shares of Preferred Stock and the specified options to purchase Common Stock designated as Rollover Securities. I hereby agree that, as of the effective time of the Merger, I waive and relinquish the right to receive the merger consideration specified in the Merger Agreement with respect to the Rollover Securities and that such Rollover Securities will be converted, by action of the Merger, -1- into new shares and options of the Company (as surviving the Merger) as specified in Sections 2.01(c) and 2.01(f) of the Merger Agreement. My obligations under this letter are contingent upon the purchase by Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment Partners and its affiliates ("Cadigan") of those amounts of equity securities of Socrates Acquisition as set forth in the letters between Socrates Acquisition and each of Gryphon and Cadigan dated as of the date hereof. This commitment will terminate upon the termination of Socrates Acquisition's obligations under the Merger Agreement. Nothing set forth in this letter shall be construed to confer upon or give to any person other than Socrates Acquisition any rights or remedies under or by reason of this commitment; provided, however, that the Company shall be an express third party beneficiary of this Agreement and therefore this commitment may not be amended or terminated and may not be waived without the express written consent of the Company. This letter constitutes the entire agreement among us or any of our respective affiliates, and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter contained herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns. Very truly yours, /s/ A. J. Clegg ----------------------------------- A. J. Clegg Accepted: SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- President By: /s/ David Luttway ----------------------------------- President -2- August 5, 2002 Socrates Acquisition Corporation One Embarcadero Center, Suite 2750 San Francisco, CA 94111 Attn: Mr. Jeffrey Ott Mr. David Luttway Re: Transaction Involving Nobel Learning Communities, Inc. Gentlemen: I am writing this letter in connection with the transaction whereby Socrates Acquisition Corporation, a Delaware corporation ("Socrates Acquisition") will merge with and into (the "Merger") Nobel Learning Communities, Inc. (together with its subsidiaries, the "Company") pursuant to the terms and conditions of a Merger Agreement, of even date herewith, between Socrates Acquisition and the Company (the "Merger Agreement"). I hereby confirm that as of the date hereof, I am the record and beneficial owner of (i) 17,500 shares of Common Stock, par value $.001 per share of the Company ("Common Stock"), (ii) 50,000 shares of Series A Preferred Stock, par value $.001 per share of the Company ("Series A Preferred Stock"), and (iii) the number of options to purchase shares of Common Stock set forth on Schedule 1 hereto, which list shall specify the grant date of such options, the plan, if any, such options were issued pursuant to, the exercise price of such options and the extent to which, as of the effective time of the Merger, such options will be vested. I hereby agree that as of the effective time of the Merger, I will be the record and beneficial owner of at least the number of shares of Common Stock and Preferred Stock and options to purchase Common Stock at the specified exercise prices, each as set forth on Schedule 2 hereto (the "Rollover Securities"). I agree that if I own shares of Common Stock, Preferred Stock and/or options to purchase Common Stock in excess of the amount of Rollover Securities, I shall not engage in any transaction on or prior to the effective time of the Merger if, after consummation of such transaction, I will not directly own, beneficially and of record, the number of shares of Common Stock, the number of shares of Preferred Stock and the specified options to purchase Common Stock designated as Rollover Securities. I hereby agree that, as of the effective time of the Merger, I waive and relinquish the right to receive the merger consideration specified in the Merger Agreement with respect to the Rollover Securities and that such Rollover Securities will be converted, by action of the Merger, into new shares and options of the Company (as surviving the Merger) as specified in Sections 2.01(c) and 2.01(f) of the Merger Agreement. -1- My obligations under this letter are contingent upon the purchase by Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment Partners and its affiliates ("Cadigan") of those amounts of equity securities of Socrates Acquisition as set forth in the letters between Socrates Acquisition and each of Gryphon and Cadigan dated as of the date hereof. This commitment will terminate upon the termination of Socrates Acquisition's obligations under the Merger Agreement. Nothing set forth in this letter shall be construed to confer upon or give to any person other than Socrates Acquisition any rights or remedies under or by reason of this commitment; provided, however, that the Company shall be an express third party beneficiary of this Agreement and therefore this commitment may not be amended or terminated and may not be waived without the express written consent of the Company. This letter constitutes the entire agreement among us or any of our respective affiliates, and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter contained herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns. Very truly yours, /s/ John Frock ------------------------------ John Frock Accepted: SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- Co-President By: /s/ David Luttway ----------------------------------- Co-President -2- EX-3 5 dex3.txt MANAGEMENT TERM SHEETS Exhibit 3 SOCRATES ACQUISITION CORPORATION Senior Management Arrangements Term Sheet The following sets forth the proposed terms of the employment and equity arrangements to be entered into between certain members of senior management (the "Executives") of Nobel Learning Communities, Inc. (the "Company") and the Company in connection with the merger of Socrates Acquisition Corporation with and into the Company (the "Merger"). I. Employment Arrangements Starting Salaries The Executives are to be paid the following annual salaries: Jack Clegg: $330,000 John Frock: $180,000 (for a four-day work week) Bonus Each of the Executives will be eligible to receive a bonus of up to 125% of such Executive's base salary based on the Executive's W-2 earnings. Such bonuses to be determined in accordance with the bonus plan attached as Exhibit A hereto. Insurance Company to provide life insurance for the benefit of Executive's designated beneficiary in the following amounts: Jack Clegg: $640,000 John Frock: $360,000 Reporting Jack Clegg shall be Chairman and Chief Executive Officer and shall report directly to the Board of Directors of the Company. John Frock shall be Vice Chairman of Corporate Development and shall report directly to the Chairman and Chief Executive Officer. Severance/Termination/ The employment agreements for the Executives Healthcare Benefits will continue to provide for termination, severance, healthcare and other benefits to the same extent provided for in their existing agreements, including the terms of the Employment and Termination Agreement dated August 29, 2001, the Non Compete Agreement dated March 11, 1997 and the Contingent Severance Agreement dated Mach 11, 1997 between the Company and the Executives. II. Management Equity Options The Company will adopt an incentive stock option plan providing for the grant of time and performance vesting options exercisable, in the aggregate, for up to 10% of the Company (on a fully diluted basis) (the "New Option Pool"). Of these, half will be subject to 4-year time-based vesting and half will be subject to performance hurdles (based on the achievement of EBITDA projections, 25% vesting for each target achieved), with a six-year cliff vesting period. The time-based options will vest in equal annual installments, and vesting of all options will be accelerated upon a change in control. The Executives will be issued options equal to the following percentage of the outstanding equity securities of the Company on a fully diluted basis: Jack Clegg: 4.00% John Frock: 1.49% In addition, Jack Clegg will allocate 1.53% of the outstanding equity securities of the Company to other members of management. Treatment of Existing Except as provided below, current options of Options each employee option holders will be cashed out in the merger for the difference between the merger consideration per share of common stock and the exercise price of each option and all out-of- the-money options will be cancelled. Rollover of Equity by Jack Clegg and John Frock will rollover 75.0% Clegg and Frock and 61.5%, respectively, of the value of their existing equity securities (shares and in-the-money options) into shares of the surviving Company (the "Rolled Securities") having the same value as the existing securities that will be rolled. The shares issued in the rollover shall consist of both preference shares (90%) and common shares (10%) in the same proportions issued to Gryphon and Cadigan. Out-of-the-Money Jack Clegg will also be granted options for Options 0.75% of the equity securities of the Company (on a fully-diluted basis)./1/ These additional options will be subject to the same time and performance vesting provisions described above. Equity Commitment Jack Clegg and John Frock will receive a Fees proportionate share of the equity commitment fees received by Cadigan and Gryphon upon the closing of the Merger based on the value of each of their respective rollover amounts and the amount of equity committed by Cadigan and Gryphon. Put In the event of the death or disability of either Clegg or Frock, such security holder shall have the right to put his Rolled Securities at the then fair market value (i.e., to be equal to a triangular analysis including public company comparables, recent acquisition multiples and present value of five-year discounted cash flow or the public market price of the Company following an IPO) thereof. The Company will pay the fair market value of such put securities in cash unless such cash payment would violate any applicable law or would create a default under any financing arrangements of the Company. In such event, the Company will to the extent permitted by law and its financing arrangements pay 1/3rd of the purchase price on the closing of the put transaction and the remainder in two equal annual installments. Board of Directors; Jack Clegg shall have the right to appoint two Appointees (2) persons to the Board of Directors. The Board of Directors shall not have more than nine members. Shareholders The Executives will each enter into a Agreement Shareholders Agreement of the Company providing for customary voting agreement regarding the appointment of directors, transfer restrictions, tag-along rights, drag-along rights, preemptive rights, registration rights and call rights on securities upon termination of the Executive for cause. ________________ /1/ These options are intended to compensate the Executives for the out-of-the-money options cancelled in the Merger. E&Y and R&G to confirm that treating the out-of-the-money options in this manner will not create adverse tax or accounting consequences for the Company and the parties agree to explore alternative arrangements having substantially similar economic results for the parties in the event such treatment would create adverse tax or accounting consequences for the Company. III. Definitive On or prior to the Closing, the Executives and Documents Company will enter into mutually acceptable definitive documents (or amend existing agreements, as applicable) providing for their respective employment and equity arrangements on the terms and conditions outlined above and containing other customary terms and conditions for arrangements of this nature. SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- Co-President By: /s/ David Luttway ----------------------------------- Co-President Accepted: /s/ A. Jack Clegg --------------------------------- A. Jack Clegg /s/ John Frock --------------------------------- John Frock SOCRATES ACQUISITION CORPORATION Senior Management Arrangements Term Sheet The following sets forth the proposed terms of the employment and equity arrangements to be entered into between Scott Clegg (the "Executive") of Nobel Learning Communities, Inc. (the "Company") and the Company in connection with the merger of Socrates Acquisition Corporation with and into the Company (the "Merger"). I. Employment Arrangements Starting Salary Scott Clegg is to be paid an annual salary of $225,000. Bonus The Executive will be eligible to receive a bonus of up to 125% of such Executive's base salary. Such bonus to be determined in accordance with the bonus plan attached as Exhibit A hereto. Insurance Company to provide life insurance for the benefit of Executive's designated beneficiary in the amount of one-time base salary. Reporting Scott Clegg shall be Vice Chairman, President and Chief Operating Officer and shall report directly to the Chairman/Chief Executive Officer. Severance/ The employment agreements for the Executive will Termination/ continue to provide for termination, severance, Healthcare healthcare and other benefits to the same extent Benefits provided for in their existing agreement. II. Management Equity Options The Company will adopt an incentive stock option plan providing for the grant of time and performance vesting options exercisable, in the aggregate, for up to 10% of the Company (on a fully diluted basis) (the "New Option Pool"). Of these, half will be subject to 4-year time-based vesting and half will be subject to performance hurdles (based on the achievement of EBITDA projections, 25% vesting for each target achieved), with a six-year cliff vesting period. The time-based options will vest in equal annual installments, and vesting of all options will be accelerated upon a change in control. Scott Clegg will be issued options equal to 1.49% of the outstanding equity securities of the Company on a fully diluted basis. Treatment of Except as provided below, current options of each Existing Options employee option holders will be cashed out in the merger for the difference between the merger consideration per share of common stock and the exercise price of each option and all out-of- the-money options will be cancelled. Rollover of Scott Clegg will rollover 100% of the net after-tax Equity value of his existing in-the-money options into new shares of the surviving Company. The shares issued in the rollover shall consist of both preference shares and common shares in the same proportions issued to Gryphon and Cadigan. The shares issued in the rollover shall consist of both preference shares (90%) and common shares (10%) in the same proportions issued to Gryphon and Cadigan. Shareholders The Executive will enter into a Shareholders Agreement Agreement of the Company providing for customary voting agreement regarding the appointment of directors, transfer restrictions, tag-along rights, drag-along rights, preemptive rights, registration rights and call rights on securities upon termination of the Executive for cause. III. Definitive On or prior to the Closing, the Executive and Company Documents will enter into mutually acceptable definitive documents (or amend existing agreements, as applicable) providing for their respective employment and equity arrangements on the terms and conditions outlined above and containing other customary terms and conditions for arrangements of this nature. SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- Co-President By: /s/ David Luttway ----------------------------------- Co-President Accepted: /s/ Scott Clegg ------------------------------- Scott Clegg SOCRATES ACQUISITION CORPORATION Senior Management Arrangements Term Sheet The following sets forth the proposed terms of the employment and equity arrangements to be entered into between Bob Zobel (the "Executive") of Nobel Learning Communities, Inc. (the "Company") and the Company in connection with the merger of Socrates Acquisition Corporation with and into the Company (the "Merger"). I. Employment Arrangements Starting Salary Bob Zobel is to be paid an annual salary of $250,000. Bonus The Executive will be eligible to receive a bonus of up to 125% of such Executive's base salary. Such bonus to be determined in accordance with the bonus plan attached as Exhibit A hereto. Insurance Company to provide life insurance for the benefit of Executive's designated beneficiary in the amount of one-time base salary. Reporting Bob Zobel shall be Vice Chairman and Chief Financial Officer and shall report directly to the Chairman / Chief Executive Officer. Severance/Termination/ The employment agreements for the Executive Healthcare Benefits will continue to provide for termination, severance, healthcare and other benefits to the same extent provided for in their existing agreement. II. Management Equity Options The Company will adopt an incentive stock option plan providing for the grant of time and performance vesting options exercisable, in the aggregate, for up to 10% of the Company (on a fully diluted basis) (the "New Option Pool"). Of these, half will be subject to 4-year time-based vesting and half will be subject to performance hurdles (based on the achievement of EBITDA projections, 25% vesting for each target achieved), with a six-year cliff vesting period. The time-based options will vest in equal annual installments, and vesting of all options will be accelerated upon a change in control. Bob Zobel will be issued options equal to 1.49% of the outstanding equity securities of the Company on a fully diluted basis. Treatment of Existing Except as provided below, current options of each Options employee option holders will be cashed out in the merger for the difference between the merger consideration per share of common stock and the exercise price of each option and all out-of- the-money options will be cancelled. Rollover of Equity Bob Zobel will rollover 100% of the net after-tax value of his existing in-the-money options into new shares of the surviving Company. The shares issued in the rollover shall consist of both preference shares and common shares in the same proportions issued to Gryphon and Cadigan. The shares issued in the rollover shall consist of both preference shares (90%) and common shares (10%) in the same proportions issued to Gryphon and Cadigan. Shareholders The Executive will enter into a Shareholders Agreement Agreement of the Company providing for customary voting agreement regarding the appointment of directors, transfer restrictions, tag-along rights, drag-along rights, preemptive rights, registration rights and call rights on securities upon termination of the Executive for cause. III. Definitive On or prior to the Closing, the Executive and Documents Company will enter into mutually acceptable definitive documents (or amend existing agreements, as applicable) providing for their respective employment and equity arrangements on the terms and conditions outlined above and containing other customary terms and conditions for arrangements of this nature. SOCRATES ACQUISITION CORPORATION By: /s/ Jeffrey Ott ----------------------------------- Co-President By: /s/ David Luttway ----------------------------------- Co-President Accepted: /s/ Robert Zobel -------------------------------------- Robert Zobel -----END PRIVACY-ENHANCED MESSAGE-----