8-K 1 d8k.txt FORM 8-K -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) of the SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: November 14, 2002 -------------- NOBEL LEARNING COMMUNITIES, INC. --------------------------- (Exact name of registrant as specified in charter) Delaware 1-1003 22-2465204 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) ----------------------------------- 1615 West Chester Pike, West Chester, PA 19382 ------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (484) 947-2000 -------------- (Registrant's telephone number, including area code) ---------N/A-------- (Former name or former address, if changed since last report) -------------------------------------------------------------------------------- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. Description 99.1 Certification by A.J. Clegg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification by Robert E. Zobel, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Item 9. Regulation FD Disclosure On November 14, 2002, A.J. Clegg, Chief Executive Officer, and Robert E. Zobel, Chief Financial Officer, of Nobel Learning Communities, Inc. each delivered to the Securities and Exchange Commission (the "SEC") a certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the certifications of A.J. Clegg and Robert E. Zobel are filed herewith as Exhibits 99.1 and 99.2, respectively. Limitation of Incorporation by Reference In accordance with general instruction B.2 of Form 8-K, the information in this report is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOBEL LEARNING COMMUNITIES, INC. Date: November 14, 2002 By: /s/ A.J. Clegg -------------------------------------- A.J. Clegg Chairman and Chief Executive Officer Exhibit Index Exhibit No. Description 99.1 Certification by A.J. Clegg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification by Robert E. Zobel, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.