UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 12, 2003
SYLVAN LEARNING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
MARYLAND 0-22844 52-1492296
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
1001 FLEET STREET, BALTIMORE, MARYLAND 21202
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (410) 843-8000
1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202
(Former Name or Former Address, if Changed Since Last Report)
EXPLANATORY NOTE
ITEM 2 HAS BEEN DELETED.
ITEM 5. OTHER EVENTS
1. On March 10, 2003, the Registrant entered into an Asset Purchase
Agreement with Educate Operating Company, LLC, Apollo Sylvan, LLC,
Apollo Sylvan II, LLC, Educate Inc. and Sylvan Ventures, L.L.C. This
agreement specified that the Registrant would sell the assets composing
its educational business and Sylvan Ventures would sell the right,
title and interest in Connections Academy and eSylvan subject to the
terms and conditions specified in the agreement. The Asset Purchase
Agreement is attached as Exhibit 2.1 to this current report.
2. On March 10, 2003, the Registrant issued a press release announcing its
decision to focus exclusively on growing its international and online
university business by selling its K-12 education operating units and
disbanding Sylvan Ventures. Attached as Exhibit 99.1 to this Current
Report on Form 8-K is the text of the March 10, 2003 press release.
3. On March 10, 2003, the Registrant issued a press release providing its
revised 2003 outlook following its decision to focus exclusively on
post-secondary education. Attached as Exhibit 99.2 to this Current
Report on Form 8-K is the text of this March 10, 2003 press release.
4. On March 10, 2003 an Option Exchange Agreement was entered into by and
between the Registrant and certain key executive management members of
the Registrant. Under this agreement the Registrant exchanged options
to purchase its common stock for options to purchase shares of common
stock of a subsidiary of the Registrant holding certain assets of the
Registrant's Sylvan International Universities business segment. The
Registrant executed this agreement in order to retain key executive
management members. This Option Exchange Agreement is attached as
Exhibit 10.1 to this Current Report.
5. In connection with the intention of management of the Registrant to
disband Sylvan Ventures, the Registrant entered into a Purchase
Agreement with Incubator Investment LLC on March 10, 2003. Subject to
the terms and conditions specified in the agreement, Incubator
Investment agreed to purchase from the Registrant 193,658 shares of the
Registrant's common stock in exchange for 4.9121 units of membership
interest of Sylvan Ventures. This Purchase Agreement is attached as
Exhibit 10.2 to this Current Report.
6. In connection with the intention of management of the Registrant to
disband Sylvan Ventures, the Registrant entered into a Purchase
Agreement with BBHT Educate Investment II, LLC on March 10, 2003.
Subject to the terms and conditions specified in the agreement, BBHT
Educate Investment II agreed to purchase from the Registrant 387,312
shares of the Registrant's common stock in exchange for 9.973 units of
membership interest of Sylvan Ventures. This Purchase Agreement is
attached as Exhibit 10.3 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Asset Purchase Agreement by and among Educate Operating
Company, LLC, Apollo Sylvan, LLC, Apollo Sylvan II, LLC,
Educate Inc.. Sylvan Learning Systems, Inc and Sylvan
Ventures, L.L.C dated March 10, 2003. The Registrant will
provide the Commission with the attachments to the exhibit
upon the Commission's request.
10.1 Option Exchange Agreement by and between Sylvan Learning
Systems, Inc. and Douglas L. Becker, R. Christopher
Hoehn-Saric, Raph Appadoo and William C. Dennis, Jr. dated
March 10, 2003.
10.2 Purchase Agreement by and between Sylvan Learning Systems,
Inc. and Incubator Investment LLC dated March 10, 2003.
10.3 Purchase Agreement by and between Sylvan Learning
Systems, Inc. (the "Company") and BBHT Educate Investment II,
LLC (the "Minority Investor") on March 10, 2003.
99.1 Press Release of Sylvan Learning Systems, Inc. dated
March 10, 2003 announcing its decision to focus exclusively
on growing its international and online university business
by selling its K-12 education operating units and disbanding
Sylvan Ventures.
99.2 Press Release of Sylvan Learning Systems, Inc. dated
March 10, 2003 providing revised 2003 outlook following the
decision to focus exclusively on post-secondary education.
[Signature on following page.]
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 hereunto duly authorized.
SYLVAN LEARNING SYSTEMS, INC.
/s/ ROBERT W. ZENTZ
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Name: Robert W. Zentz
Title: Senior Vice President
General Counsel
Date: March 12, 2003