X0202 3 2005-02-08 0 0000850414 NEW HORIZONS WORLDWIDE INC NEWH 0001317017 Camden Partners Strategic III, LLC ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 4 and Remarks 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 1 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 4 and Remarks 0001025664 WARNOCK DAVID L ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 1 0 0 0 0001211899 HUGHES DONALD W ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 4 and Remarks 0001211913 JOHNSTON RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 4 and Remarks 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 4 and Remarks Series A Convertible Preferred Stock, no par value 3.75 2005-02-08 Common Stock, $.01 par value per share 1600000 I See Footnote 4 There is no expiration date. Camden Partners Strategic Fund III, L.P. ("CPS Fund III") is the direct owner of 1,529,600 shares of the Issuer?s Series A Convertible Preferred Stock ("Series A Shares"). Camden Partners Strategic Fund III-A, L.P. ("CPS Fund III-A") is the direct beneficial owner of 70,400 Series A Shares. CPS Fund III and CPS Fund III-A purchased their respective Series A Shares at a per share price of $3.75 (the "Offering Price") in a private transaction with the Issuer, which closed on February 8, 2005. The Series A Shares are convertible into that number of shares of the Issuer?s common stock, par value $.01 per share, determined by dividing the Offering Price by the conversion price (the "Conversion Ratio"). The Conversion Ratio is currently one. The conversion price is initially $3.75, but is subject to adjustment in accordance with the terms of the Series A Shares. CPS Fund III and CPS Fund III-A are direct beneficial owners of the Series A Shares as described in footnote 2. Camden Partners Strategic III, LLC ("CPS III") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members") may be deemed to be indirect beneficial owners of the Series A Shares held directly by CPS Fund III and CPS Fund III-A as a result of their relationships described in the General Remarks. CPS III and each of the Managing Members disclaims beneficial ownership of the Series A Shares held directly by CPS Fund III and CPS Fund III-A, except to the extent of its or his pecuniary interest therein. Each of CPS Fund III and CPS Fund III-A disclaims beneficial ownership of the Series A Shares held by the other. This Form 3 is being filed jointly by CPS III, CPS Fund III, CPS Fund III-A, and the Managing Members (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPS III, which is the general partner of CPS Fund III and CPS Fund III-A. Mr. Warnock is a director of the Issuer as the designee of CPS Fund III and CPS Fund III-A. /s/Donald W. Hughes, Managing Member 2005-02-09 By Camden Partners Strategic III, LLC, its General Partner, Donald W. Hughes, Managing Member 2005-02-09 By Camden Partners Strategic III, LLC, its General Partner, Donald W. Hughes, Managing Member 2005-02-09 Donald W. Hughes, Attorney-in-Fact 2005-02-09 Donald W. Hughes 2005-02-09 Donald W. Hughes, Attorney-in-Fact 2005-02-09 Donald W. Hughes, Attorney-in-Fact 2005-02-09