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| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | | | | | | | | | |
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3/21/03 Nobel Learning Communities Inc. SC 13E3/A 1:77K Nobel Learning Communities Inc. Donnelley … Solutions/FA
A.J. Clegg³
D. Scott Clegg³
Gryphon Partners II, L.P.³
Gryphon Partners II-A, L.P.³
John Frock³
Robert Zobel³
Socrates Acquisition Corp.³
1: SC 13E3/A Nobel Learning Communities, Inc. -- HTML: 75K| SC 13E3/A | 1st Page of 10± | Nobel Learning Communities Inc. - SC 13E3/A | No Page-Breaks | | Line 39: LEARNING COMMUNITIES, INC. (Name of Issuer) NOBEL LEARNING COMMUNITIES, INC. SOCRATES
ACQUISITION CORPORATION GRYPHON PARTNERS II, L.P. GRYPHON PARTNERS II-A, L.P. CADIGAN INVESTMENT
PARTNERS, INC. A.J. CLEGG JOHN FROCK ROBERT ZOBEL D. SCOTT CLEGG (Names of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $0.001 (Title
of Class of Securities) 654889 10 4 (CUSIP Number of Class of Securities) ... | | Line 154: This Amendment No. 1 to the Rule 13e-3
transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “Commission”) by Nobel Learning Communities, Inc. (“NLCI”), Socrates Acquisition Corporation (“Socrates”), Gryphon
Partners II, L.P. (“Gryphon”), Gryphon Partners II-A, L.P., Cadigan Investment Partners, Inc. (“Cadigan”, and together with Gryphon and Gryphon Partners II-A, L.P., the “buying group”), A.J. Clegg, John Frock, Robert
Zobel and D. Scott Clegg. This Schedule 13E-3 relates to the Agreement and Plan of Merger by and between Socrates and NLCI, dated as of August 5, 2002 and amended as of October 2, 2002 (the “Merger Agreement”). NLCI terminated the Merger
Agreement on February 3, 2003 . Item 15. Additional Information. Item 1011 (b) OTHER MATERIAL ... announcing such termination. Therefore, NLCI, Socrates, Gryphon, Gryphon Partners II-A, L.P., Cadigan, A.J. Clegg,
John Frock, Robert Zobel and D. Scott Clegg will not be proceeding with the going private transaction described in the Schedule 13E-3 filed on October 3, 2002 . Item 16. Exhibits. Item 1016
| | Line 301: )(4)
Commitment Letters of each of John Frock, Robert Zobel and D. Scott Clegg to Socrates Acquisition Corporation
( incorporated herein by reference to Exhibit 2 of the Schedule 13-D/A filed with the Securities and Exchange Commission on August 8, 2002 , File No. 005-45470 ). | | Line 310:
Senior Management Arrangements Term Sheet between Socrates Acquisition Corporation and each of the following
individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg ( incorporated herein by reference to Exhibit 3 of the Schedule 13-D/A filed with the Securities and Exchange Commission on August 8, 2002 , File No. 005-45470 ).
| | Line 319:
Form of Voting Agreement, dated August 5, 2002 , entered into between Socrates Acquisition Corporation and each of the
following individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg ( incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002 , File No.
1-1003). | | Line 521:
JOHN FROCK
/s/ JOHN
FROCK
John Frock
| | Line 687: )(4)
Commitment Letters of each of John Frock, Robert Zobel and D. Scott Clegg to Socrates Acquisition Corporation
( incorporated herein by reference to Exhibit 2 of the Schedule 13-D/A filed with the Securities and Exchange Commission on August 8, 2002 , File No. 005-45470 ). | | Line 696:
Senior Management Arrangements Term Sheet between Socrates Acquisition Corporation and each of the following
individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg ( incorporated herein by reference to Exhibit 3 of the Schedule 13-D/A filed with the Securities and Exchange Commission on August 8, 2002 , File No. 005-45470 ).
| | Line 705:
Form of Voting Agreement, dated August 5, 2002 , entered into between Socrates Acquisition Corporation and each of the
following individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg ( incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Nobel Learning Communities, Inc. on August 8, 2002 , File No.
1-1003). |
10/22/02 Clegg A J SC 13D/A 3:36K Nobel Learning Communities Inc. Donnelley … Solutions/FA
A.J. Clegg³
John Frock³
Robert E. Zobel³
Scott Clegg³
1: SC 13D/A Schedule 13D Amendment #5 -- 10± pages: 27K| SC 13D/A | 3rd Page of 10 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 3rd (New) | persons (entities only).
Mr. John Frock
-------------------------------------------------------------------------------- | | SC 13D/A | 6th Page of 10 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 6th (New) | 23, 1993, Amendment No. 2 filed on or about December 9, 1994, as to which Mr.
A.J. Clegg was added as a reporting person, Amendment No. 3 filed on March 1,
2002, as to which Mr. Frock was added as a reporting person and Amendment No. 4
filed on August 8, 2002, as to which Messrs. Scott Clegg and Zobel were added as | Item 2. Identity and Background.
The names of the persons filing this statement are Mr. A.J. Clegg, Mr. John
Frock, Mr. Scott Clegg and Mr. Robert E. Zobel. JBS, which was previously a
reporting person under this Schedule 13D, is no longer in existence and is |
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 |
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 | 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 | | SC 13D/A | 8th Page of 10 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 8th (New) |
Mr. Frock beneficially owns 124,882 shares of Common Stock, which
represents approximately 1.9% of the Issuer's Common Stock based on 6,327,952
shares of Common Stock outstanding as of September 20, 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 stock options
that are currently exercisable or will become exercisable within 60 days after | | SC 13D/A | 9th Page of 10 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 9th (New) |
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 | Exhibit No. Title
1 Joint Filing Agreement between A.J. Clegg, John Frock, Scott
Clegg and Robert E. Zobel. | | SC 13D/A | 10th Page of 10 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 10th (New) | Name / Title
/s/ John Frock
-------------------------------------------
Signature
John Frock
------------------------------------------- |
2: EX-1 Joint Filing Agreement -- 2± pages: 3K | EX-1 | 1st Page of 2± | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 1st (New) | 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. |
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
fficer 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 | A.J. Clegg
/s/ John Frock
---------------------------
John Frock
|
3: EX-2 Revised Management Agreement Letter -- 2± pages: 5K
10/3/02‡ Nobel Learning Communities Inc. SC 13E3 6:159K Nobel Learning Communities Inc. Donnelley … Solutions/FA
A.J. Clegg³
Cadigan Investment Partners, Inc.³
D. Scott Clegg³
Gryphon Partners II, L.P.³
Gryphon Partners II-A, L.P.³
John Frock³
Robert Zobel³
Socrates Aquisition Corp.³
1: SC 13E3 Nobel Learning Communities, Inc -- 15± pages: 34K| SC 13E3 | 1st Page of 15 | Nobel Learning Communities Inc. - SC 13E3 | Just 1st (New) | CADIGAN INVESTMENT PARTNERS, INC.
A.J. CLEGG
JOHN FROCK
ROBERT ZOBEL | | SC 13E3 | 3rd Page of 15 | Nobel Learning Communities Inc. - SC 13E3 | Just 3rd (New) | Gryphon Partners II, L.P. ("Gryphon"), Gryphon Partners II-A, L.P., Cadigan
Investment Partners, Inc. ("Cadigan", and together with Gryphon and Gryphon
Partners II-A, L.P., the "buying group"), A.J. Clegg, John Frock, Robert Zobel
and D. Scott Clegg. | option or warrant exercisable as of the effective time of the Merger, net of
any applicable withholding taxes. Those directors and executive officers,
specifically A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg, who are
continuing, through conversion, exchange, purchase or otherwise, their equity | | SC 13E3 | 12th Page of 15 | Nobel Learning Communities Inc. - SC 13E3 | Just 12th (New) | 2002.
(d)(4) Commitment Letters of each of John Frock, Robert Zobel and D. Scott Clegg to Socrates Acquisition
Corporation (incorporated herein by reference to Exhibit 2 of the Schedule 13-D/A filed with the |
(d)(5) Senior Management Arrangements Term Sheet between Socrates Acquisition Corporation and each of
the following individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg
(incorporated herein by reference to Exhibit 3 of the Schedule 13-D/A filed with the Securities |
(d)(6) Form of Voting Agreement, dated August 5, 2002, entered into between Socrates Acquisition
Corporation and each of the following individuals: A.J. Clegg, John Frock, Robert Zobel and D.
Scott Clegg (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K | | SC 13E3 | 14th Page of 15 | Nobel Learning Communities Inc. - SC 13E3 | Just 14th (New) |
JOHN FROCK
/s/ JOHN FROCK
-------------------------------
John Frock
| | SC 13E3 | 15th Page of 15 | Nobel Learning Communities Inc. - SC 13E3 | Just 15th (New) | 2002.
(d)(4) Commitment Letters of each of John Frock, Robert Zobel and D. Scott Clegg to Socrates Acquisition
Corporation (incorporated herein by reference to Exhibit 2 of the Schedule 13-D/A filed with the |
(d)(5) Senior Management Arrangements Term Sheet between Socrates Acquisition Corporation and each of
the following individuals: A.J. Clegg, John Frock, Robert Zobel and D. Scott Clegg (incorporated
herein by reference to Exhibit 3 of the Schedule 13-D/A filed with the Securities and Exchange |
(d)(6) Form of Voting Agreement, dated August 5, 2002, entered into between Socrates Acquisition
Corporation and each of the following individuals: A.J. Clegg, John Frock, Robert Zobel and D.
Scott Clegg (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K |
2: EX-99.(B)(1) Commitment Letter of Bnp Paribas -- 27± pages: 55K
3: EX-99.(C)(2) Presentation Materials Dated 08/05/2002 -- 39± pages: 54K
4: EX-99.(D)(1) Commitment Letter of Gryphon Partners -- 2± pages: 5K
5: EX-99.(D)(2) Commitment Letter of Cadigan Investments -- 2± pages: 5K
6: EX-99.(D)(3) Revised Commitment Letter of A.J. Clegg to Socrates Aquisition --
4± pages: 6K
3/1/02 Clegg A J SC 13D/A 2:19K Nobel Learning Communities Inc. Donnelley RR & So… Co/FA
A.J. Clegg³
John Frock³
1: SC 13D/A Nobel Learning Communities, Inc -- 7± pages: 15K| SC 13D/A | 3rd Page of 7 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 3rd (New) | 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Mr. John Frock
| | SC 13D/A | 4th Page of 7 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 4th (New) | Item 2. Identity and Background.
The names of the persons filing this statement are Mr. A.J. Clegg and Mr. John
Frock. 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. Clegg's present principal occupation is Chairman and CEO of the Issuer. Mr.
Frock's current principal occupation is Vice Chairman and Chief Administrative
Officer of the Issuer.
During the last five years, neither Mr. Clegg nor Mr. Frock has been convicted
in any criminal proceedings. During the last five years, neither Mr. Clegg nor
Mr. Frock has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding | securities laws or finding any violation with respect to such laws.
The principal business address of Messrs. Clegg and Frock is c/o the Issuer,
1615 West Chester Pike, West Chester, PA 19382-7956. Both Messrs. Clegg and
Frock are citizens of the United States of America.
|
The source of the funds used in purchasing the securities owned by Messrs. Clegg
and Frock was their respective personal funds. The aggregate amount of the
purchase price for the shares owned by Mr. Clegg was $2,652,321 (excluding an
indeterminate amount paid for an aggregate of 6,000 shares of Common Stock owned
by Mr. Clegg's grandchildren, as to which Mr. Clegg has sole voting and
dispositive power), and for the shares owned by Mr. Frock was $90,000.
Item 4. Purpose of Transaction.
Both Mr. Clegg's and Mr. Frock's investments in the securities of the Issuer
were effected for investment purposes only. However, Messrs. Clegg and Frock may
from time to time acquire additional shares by various means, including in open
market or private transactions, or pursuant to a tender offer, exchange offer or
similar means, any of which transactions could result in Messrs. Clegg and Frock
controlling a significantly larger portion of the equity in the Company,
including possibly a majority of the ownership of the Company. From time to
time, Messrs. Clegg and Frock have had, and may in the future continue to have,
discussions with the Company's Board of Directors, other key employees of the | | SC 13D/A | 5th Page of 7 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 5th (New) |
Although the foregoing reflects activities presently contemplated by Messrs.
Clegg and Frock with respect to the Issuer, the foregoing is subject to change
at any time. Except as set forth above, Messrs. Clegg and Frock have no present
plans or intentions which would result in or relate to any of the transactions | upon exercise of currently exercisable stock options.
Mr. Frock beneficially owns 99,049 shares of Common Stock, which
represents approximately 1.5% of the Issuer's Common Stock based on 6,443,286
shares of Common Stock outstanding as of February 1, 2002. His reported
beneficial ownership consists specifically of 5,000 shares of Common Stock held
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 79,349 shares of
Common Stock that Mr. Frock may acquire upon the exercise of currently
exercisable options. | (b) (i) Sole Power to Vote or Direct the Vote. As of the date of this
Amendment No. 3, Mr. Clegg has the sole power to vote or direct the vote of
293,067 shares of Common Stock, and Mr. Frock has the sole power to vote or
direct the vote of 99,049 shares of Common Stock. | (iii) Sole Power to Dispose or Direct the Disposition. As of the
date of this Amendment No. 3, Mr. Clegg has the sole power to dispose of or
direct the disposition of 226,495 shares of Common Stock, and Mr. Frock has the
sole power to dispose of or direct the disposition of 99,049 shares of Common | | SC 13D/A | 6th Page of 7 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 6th (New) | ----------- -----
1 Joint Filing Agreement between A.J. Clegg and John Frock
| | SC 13D/A | 7th Page of 7 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 7th (New) | Name / Title
/s/ John Frock
-------------------------------------
Signature
John Frock
------------------------------------- |
2: EX-1 Joint Filing Agreement Dated 03/01/2002 -- 1 page: 3K | EX-1 | 1st Page of 1 | Clegg A J - SC 13D/A - re: Nobel Learning Communities Inc. | Just 1st (New) | JOINT FILING AGREEMENT
Agreement between A.J. Clegg ("Clegg") and John Frock ("Frock"), dated
as of March 1, 2002. |
Clegg is the Chairman of the Board and Chief Executive Officer of Nobel
Learning Communities, Inc. (the "Company") and Frock is the Vice Chairman and
Chief Administrative Officer of the Company. Both Clegg and Frock 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. Clegg and Frock desire to provide for the
filing of a joint statement on Schedule 13D to reflect their ownership of | A.J. Clegg
/s/ John Frock
---------------------------------------
John Frock
|
| ____________ | | ‡ | A non-Insider-Ownership Filing that was accepted after the SEC “closed” at 5:30:00pm ET. The legal “Filed As Of” date may be the next, or another, day. | | ¹ | Filing/Form and Document/Exhibit Types: | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | SC 13E3 | Tender-Offer Statement by an Issuer – Going-Private Transaction — Schedule 13E-3. | | EX-1 | Underwriting Agreement or Conflict Minerals Report (or mislabeled “1st Exhibit”). | | EX-2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | EX-99 | Miscellaneous Exhibit. | | /A | Amendment to, or Amended version of, a previous Filing of this Type. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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