www.sec.gov/Archives/edgar/data/721237/0001021408-02-01 -
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Published on: 10/3/2002
Last Visited: 10/4/2002
A. J. Clegg
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A. J. Clegg.Mr. A. J. Clegg was named Chairman of the Board of Directors and Chief Executive Officer of NLCI in May, 1992.Since 1996, Mr. A. J. Clegg has also served as a member of the Board of Trustees of Drexel University.From June 1990 to December 1997 (but involving immaterial amounts of time between 1994 and 1997), Mr. A. J. Clegg also served as the Chairman and CEO of JBS Investment Banking, Ltd., a provider of investment management and consulting services to businesses, including NLCI.In 1979, he formed Empery Corporation, an operator of businesses in the cable television and printing industries, and held the offices of Chairman, President and CEO during his tenure (1979-1993).In addition, Mr. A. J. Clegg served as Chairman and CEO of TVC, Inc. (1983-1993), a distributor of cable television components; and Design Mark Industries (1988-1993), a manufacturer of electronic senswitches.Mr. A. J. Clegg served on the board of directors of Ferguson International Holdings, PLC, a United Kingdom company, from March 1990 to April 1991; and was Chairman and CEO of Globe Ticket and Label Company from December 1984 to February 1991.In August 2000, Mr. A. J. Clegg was recognized as "Education Entrepreneur of the Year" by the Association of Education Practitioners and Providers.
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Mr. D. Scott Clegg is the son of A. J. Clegg, our Chairman and Chief Executive Officer.
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A.J. Clegg Chairman of Board of Directors and Chief Executive Officer of NOBEL LEARNING COMMUNITIES INC
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A. J. Clegg.Mr. A. J. Clegg was named Chairman of the Board and Chief Executive Officer of NLCI in May 1992.Since 1996, Mr. A. J. Clegg has also served as a member of the Board of Trustees of Drexel University.From June 1990 to December 1997 (but involving immaterial amounts of time between 1994 and 1997), Mr. A. J. Clegg served as the Chairman and CEO of JBS Investment Banking, Ltd., a provider of investment management and consulting services to businesses, including NLCI.In 1979, he formed Empery Corporation, an operator of businesses in the cable television and printing industries, and held the offices of Chairman, President and CEO during his tenure (1979-1993).In addition, Mr. A. J. Clegg served as Chairman and CEO of TVC, Inc. (1983-1993), a distributor of cable television components; and Design Mark Industries (1988-1993), a manufacturer of electronic senswitches.Mr. A. J. Clegg served on the board of directors of Ferguson International Holdings, PLC, a United Kingdom company, from March 1990 to April 1991; and was Chairman and CEO of Globe Ticket and Label Company from December 1984 to February 1991.In August 2000, Mr. A. J. Clegg was recognized as "Education Entrepreneur of the Year" by the Association of Education Practitioners and Providers.
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To NOBEL LEARNING COMMUNITIES INC's knowledge, based solely on a review of copies of the Forms 3, 4 and 5 furnished to NOBEL LEARNING COMMUNITIES INC and written representations with respect to all transactions in NOBEL LEARNING COMMUNITIES INC's securities effected during the period from July 1, 2001 through June 30, 2002, all officers, directors and beneficial owners complied with the applicable Section 16(a) filing requirements except that (i) Mr. A.J. Clegg inadvertently failed to file a report on Form 4 in connection with the exercise of a warrant to purchase 20,161 shares of NOBEL LEARNING COMMUNITIES INC's Common Stock, (ii) Mr. Robert E. Zobel inadvertently failed to report timely on Form 4 dispositions of Common Stock beneficially owned by him, and (iii) Messrs.
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A.J. Clegg, D. Scott Clegg and Robert E. Zobel that they are in the process of completing their filings.
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A.J. Clegg
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A.J. Clegg
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A.J. Clegg
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(7) As a result of the voting agreements between Socrates and each of A.J. Clegg, D. Scott Clegg, John Frock and Robert Zobel, Socrates and each member of the buying group may be deemed to have acquired beneficial ownership of 853,501 shares of NLCI's common stock (determined on an as-converted basis), which includes options to acquire 337,576 shares exercisable within 60 days of September 3, 2002, 159,789 shares issuable upon the conversion of 543,500 shares of Series A preferred stock and 100,806 shares issuable upon conversion of 403,226 shares of Series C preferred stock, representing approximately 12.3% of the outstanding NLCI common stock.
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Also includes 24,854 shares held by Mr. A.J. Clegg's children, over which Mr. A.J. Clegg has sole voting authority, 6,000 shares held by Mr. A.J. Clegg's grandchildren, over which Mr. A.J. Clegg has sole voting and dispositive power, and 170,815 shares held jointly by Mr. A.J. Clegg and his spouse, over which Mr. A.J. Clegg and his spouse have joint voting and dispositive authority.Does not include 8,500 shares of common stock owned by Mr. A.J. Clegg's wife, as to which Mr. A.J. Clegg disclaims beneficial ownership.Mr. A.J. Clegg has agreed to vote all of his shares in favor of the merger agreement and the merger and has granted Socrates an irrevocable proxy to vote his shares in favor of the merger agreement and the merger. (9) Includes options to acquire 6,561 shares exercisable within 60 days of September 3, 2002.
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(3) As a result of the voting agreements between Socrates and each of A.J. Clegg, Scott Clegg, John Frock and Robert Zobel, Socrates and each member of the buying group may be deemed to have acquired beneficial ownership of 543,500 shares of Series A preferred stock.
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(4) Mr. A.J. Clegg has agreed to vote all of his shares in favor of the merger agreement and the merger and has granted Socrates an irrevocable proxy to vote his shares in favor of the merger agreement and the merger.
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(3) As a result of the voting agreements between Socrates and each of A.J. Clegg, Scott Clegg, John Frock and Robert Zobel, Socrates and each member of the buying group may be deemed to have acquired beneficial ownership of 403,226 shares of Series C preferred stock.
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(5) Mr. A.J. Clegg has agreed to vote all of his shares in favor of the merger agreement and the merger and has granted Socrates an irrevocable proxy to vote his shares in favor of the merger agreement and the merger.
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(4) Mr. A.J. Clegg has agreed to vote all of his shares in favor of the merger agreement and the merger and has granted Socrates and irrevocable proxy to vote his shares in favor of the merger agreement and the merger.
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10.33 Special Incentive Agreement dated as of November 20, 1999 between A. J. Clegg and NOBEL LEARNING COMMUNITIES INC. (Filed as Exhibit 10.24 to NOBEL LEARNING COMMUNITIES INC's Annual Report on Form 10-K for the year ended June 30, 2000, and incorporated herein by reference.) 10.34 Employment and Termination Agreement dated as of August 2001 between A. J. Clegg and NOBEL LEARNING COMMUNITIES INC. (Filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2001, and incorporated herein by reference).
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/s/ A. J. Clegg
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A. J. Clegg Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Position
Date
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/s/ A. J. Clegg
Chairman of the Board,
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A. J. Clegg
Director (Principal Executive Officer)
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I, A.J. Clegg, certify that: 1. I have reviewed this annual report on Form 10-K of Nobel Learning Communities, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 23, 2002 /s/ A.J. Clegg
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A.J. Clegg Chief Executive Officer
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A.J. Clegg, John Frock and Robert Zobel, each a director and executive officer of NLCI, and D. Scott Clegg, an executive officer of NLCI, are the rollover stockholders.
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A.J. Clegg
Mr. A.J. Clegg was named Chairman of the Board and Chief Executive Officer of NLCI in May 1992.Since 1996, Mr. A.J. Clegg