UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment No. 4
New
Horizons Worldwide, Inc.
(Name of Issuer)
New Horizons Worldwide, Inc.
Mark A.
Miller
Charles
J. Mallon
Timothy
E. Kleczka
David L.
Warnock
Alwaleed
Aldryaan
William
H. Heller
Donald W.
Hughes
Arnold M.
Jacob
Robert H.
Orley
Curtis Lee
Smith, Jr.
(Name of Persons
Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of
Securities)
645526104
(CUSIP Number of Class of
Securities)
Mark A.
Miller
President and Chief Executive Officer
1900 S. State College Boulevard, Suite 650
Anaheim, California 92806
(714) 940-8000
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
With copies to:
Justin
W. Chairman, Esq.
Morgan,
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103
(215)
963-5000
This statement is filed
in connection with (check the appropriate box):
|
a.
|
x
|
The filing of
solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act
of 1934.
|
|
|
|
|
|
b.
|
o
|
The filing of a
registration statement under the Securities Act of 1933.
|
|
|
|
|
|
c.
|
o
|
A tender offer.
|
|
|
|
|
|
d.
|
o
|
None of the above.
|
Check the following box
if the soliciting materials or information statement referred to in checking
box (a) are preliminary copies:
x
Check the following box
if the filing is a final amendment reporting the results of the transaction:
o
Calculation
of Filing Fee
|
Transaction Valuation(1)
|
|
Amount of Filing
Fee(2)
|
|
$
5,550
|
|
$
1.00
|
|
(1)
|
|
Calculated solely for
purposes of determining the filing fee. This amount assumes the acquisition
of approximately 3,000 shares of Common Stock for $1.85 in cash per share on
a pre-split basis in lieu of fractional shares to holders of less than 1
share after the proposed reverse stock split.
|
|
|
|
|
|
(2)
|
|
The filing fee,
calculated in accordance with Regulation 0-11 under the Securities Exchange
Act of 1934, as amended, equals 0.0000558 multiplied by the total Transaction
Valuation.
|
|
|
|
|
|
o
|
|
Check the box if any
part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
Amount Previously Paid:
|
|
|
Filing Party:
|
|
|
Form or
Registration No.:
|
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This Amendment No. 4
to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule
13E-3”) is being filed by (i) New Horizons Worldwide, Inc., Inc.,
a Delaware corporation (the “Company”) and the issuer of the common stock
subject to this Schedule 13E-3 (the “Common Stock”); (ii) Mark A. Miller,
President, Chief Executive Officer and Chairman of the Board of the Company; (iii) Charles
J. Mallon, Chief Financial Officer of the Company; (iv) Timothy E.
Kleczka, Senior Vice President, Operations, of the Company; (v) David L.
Warnock, director of the Company; (vi) Alwaleed Aldryaan, director of the
Company; (vii) William H. Heller, director of the Company; (viii) Donald
W. Hughes, director of the Company; (ix) Arnold M. Jacob, director of the
Company; (x) Robert H. Orley, director of the Company; and (xi) Curtis Lee
Smith, Jr., director of the Company (collectively with the Company, the “Filing
Parties”). This Schedule 13E-3 relates
to a proposal to the Company’s stockholders to approve a 1-for-25 reverse stock
split of the Common Stock and, subsequently, a 25-for-1 forward stock split of
the Common Stock (collectively, the “Reverse/Forward Stock Splits”).
Concurrently with the
filing of this Schedule 13E-3, the Company is filing with the Securities and
Exchange Commission a definitive proxy statement (the “Proxy Statement”) under
Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), relating to the annual meeting of the stockholders of the Company at
which the stockholders of the Company will consider and vote upon proposals to
approve the Reverse/Forward Stock Splits.
The cross-references
below are being supplied pursuant to General Instruction G to Schedule 13E-3
and show the location in the Proxy Statement of the information required to be
included in response to the items of Schedule 13E-3. The information contained
in the Proxy Statement, including all annexes thereto, is incorporated in its
entirety herein by this reference, and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information contained in
the Proxy Statement.
Item
1. Summary Term Sheet
.
The information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK SPLIT”
Item
2. Subject Company Information
.
(a) Name and Address: The
name of the Company is New Horizons Worldwide, Inc., a Delaware
corporation, which has its principal executive offices at 1 W Elm St, Ste 125,
Conshohocken, PA 19428, phone number: (484) 567-3000. The principal executive
office of the Company is also found throughout the Proxy Statement.
(b) Securities: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“GENERAL INFORMATION ABOUT THE ANNUAL MEETING - What Constitutes a
Quorum”
(c) Trading Market and Price: The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“ADDITIONAL INFORMATION ABOUT THE COMPANY –
Common Stock Trading Market and Price, Dividend Policy and Transactions”
(d) Dividends:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“ADDITIONAL INFORMATION
ABOUT THE COMPANY – Common Stock Trading Market and Price, Dividend Policy and
Transactions”
(e) Prior Public Offerings:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“ADDITIONAL INFORMATION
ABOUT THE COMPANY – Common Stock Trading Market and Price, Dividend Policy and
Transactions”
(f) Prior Stock Purchases:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS – Prior
Shares Purchases by the Filing Persons”
Item
3. Identity and Background of Filing
Person
.
(a) Name and Address: The name of the Company is New Horizons
Worldwide, Inc., a Delaware corporation, which has its principal executive
offices at 1 W Elm St, Ste 125, Conshohocken, PA 19428, phone number: (484)
567-3000. The information set forth in
the Proxy Statement under the following captions is also incorporated herein by
reference as it relates to the Filing Parties who are natural persons:
“SPECIAL FACTORS – The Filing Persons”
(b) Business and Background of Entities: Not applicable
(c) Business and Background of Natural Persons: The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference as it relates to the Filing Parties who are natural
persons:
“ELECTION OF DIRECTORS”
“EXECUTIVE OFFICERS”
“STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
Item
4. Terms of the Transaction.
(a) Material Terms: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET
OF THE
REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS”
“PROPOSAL 1—APPROVAL OF
AN AMENDMENT TO THE RESTATED CERTIFICATE
OF
INCORPORATION
TO EFFECT A 1-FOR-25 REVERSE STOCK
SPLIT”
“PROPOSAL 2—APPROVAL OF
AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 25-FOR-1
FORWARD STOCK SPLIT”
“GENERAL INFORMATION ABOUT THE ANNUAL MEETING”
(b) Purchases: None.
(c) Different Terms: None.
(d) Appraisal Rights: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET
OF
THE REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS — No Appraisal and Dissenters’ Rights”
(e) Provisions for Unaffiliated Security Holders:
The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS –
Procedural Fairness”
(f) Eligibility for Listing or Trading: Not applicable.
Item
5. Past Contracts, Transactions,
Negotiations and Agreements.
Not applicable.
Item
6. Purposes of the Transaction and Plans
or Proposals.
(a) Purposes: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET
OF
THE REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS —
Purposes of
,
Advantages of and Disadvantages of the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward
Stock Split”
“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”
(b) Use of Securities Acquired:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY
TERM SHEET
OF THE REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS — Effects of the Transaction”
(c) Plans: The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY
TERM SHEET
OF THE REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS —
Purposes of
, Advantages of and Disadvantages of
the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward
Stock Split”
“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”
“SPECIAL FACTORS — Potential Conflicts of Interest”
“SPECIAL FACTORS — Conduct of the Company Following the Reverse/Forward
Stock Split”
Item
7. Purposes, Alternatives, Reasons and
Effects.
(a) Purposes:
The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET
OF
THE REVERSE/FORWARD STOCK SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS —
Purposes of
,
Advantages of and Disadvantages of the Transaction”
“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward
Stock Split”
“SPECIAL FACTORS — Factors in Support of the Proposed Transaction”
(b) Alternatives: The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
“SPECIAL FACTORS — Alternatives Considered”
(c) Reasons: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK
SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private”
Transaction and the Reverse/Forward Stock Split”
“SPECIAL FACTORS — Purposes of, Advantages of and
Disadvantages of the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Background of the Reverse Stock
Split and Forward Stock Split”
“SPECIAL FACTORS — Factors in Support of the
Proposed Transaction”
(d) Effects: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET OF THE REVERSE/FORWARD STOCK
SPLIT”
“SPECIAL FACTORS — Overview of the “Going Private”
Transaction and the Reverse/Forward Stock Split”
“SPECIAL FACTORS — Purposes of, Advantages of and
Disadvantages of the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Filings Persons Interest in Net
Book Value and Net Earnings”
Item
8. Fairness of the Transaction.
(a) Fairness: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS —
Purposes of
,
Advantages of and Disadvantages of the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Summary of Fairness Opinion”
“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of
Purchase Price”
“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”
“SPECIAL FACTORS — Procedural Fairness”
“SPECIAL FACTORS — Position of Affiliates as to Fairness”
“Annex C — Fairness Opinion of Baker-Meekins”
(b) Factors Considered in Determining Fairness: The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS —
Purposes of
, Advantages of and Disadvantages of
the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Summary of Fairness Opinion”
“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of
Purchase Price”
“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”
“Annex C — Fairness Opinion of Baker-Meekins”
(c) Approval of Security Holders:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Procedural Fairness”
(d) Unaffiliated Representative:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Procedural Fairness”
(e) Approval of Directors:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Summary of Fairness Opinion”
(f) Other Offers:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Fairness of the Reverse Stock
Split and Fairness of Purchase Price”
Item
9. Reports, Opinions, Appraisals and
Negotiations.
(a) Report, Opinion or Appraisal:
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward
Stock Split”
“SPECIAL FACTORS — Summary of Fairness Opinion”
“SPECIAL FACTORS — Previous Valuations by
Baker-Meekins”
“Annex C — Fairness Opinion of Baker-Meekins”
(b) Preparer and Summary of the Report, Opinion or Appraisal: The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Reverse Stock Split and Forward
Stock Split”
“SPECIAL FACTORS — Summary of Fairness Opinion”
“Annex C — Fairness Opinion of Baker-Meekins”
(c) Availability of Documents:
The reports, opinions or appraisal referenced in this Item 9 will be
made available for inspection and copying at the principal executive offices of
the Company during regular business hours by any interested holder of Common
Stock or any representative who has been designated in writing.
The
availability of these documents is also highlighted in the Proxy Statement
under the heading “SPECIAL FACTORS — Summary of Fairness Opinion.”
Item
10. Source and Amount of Funds or Other
Consideration.
(a) Source of Funds: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS — Fees and Expenses”
(b) Conditions: None.
(c) Expenses: The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS — Fees and Expenses”
(d) Borrowed Funds: None.
Item
11. Interest of Securities of the
Subject Company.
(a) Securities Ownership:
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
(b) Securities Transactions:
None.
Item
12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction: The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Potential Conflicts of Interest”
(e) Recommendations of Others.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SPECIAL FACTORS — Overview of the “Going Private” Transaction and the
Reverse/Forward Stock Split”
“SPECIAL FACTORS —
Purposes of
,
Advantages of and Disadvantages of the Transaction”
“SPECIAL FACTORS — Effects of the Transaction”
“SPECIAL FACTORS — Summary of Fairness Opinion”
“SPECIAL FACTORS — Fairness of the Reverse Stock Split and Fairness of
Purchase Price”
“SPECIAL FACTORS — Fairness to Unaffiliated Stockholders”
Item
13. Financial Statements.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SELECTED HISTORICAL FINANCIAL DATA”
“INFORMATION INCORPORATED BY REFERENCE”
Item
14. Persons/Assets, Retained, Employed,
Compensated or Used.
(a) Solicitations or Recommendations: None.
(b) Employees and Corporate Assets: The information set forth in the Proxy
Statement under the following caption is incorporated herein by reference:
“GENERAL INFORMATION ABOUT THE ANNUAL MEETING — Who conducts the proxy
solicitation and how much will it cost?”
Item
15. Additional Information.
None.
Item
16. Exhibits
.
Item 1016 of
Regulation M-A:
|
(a)
|
|
Definitive proxy
statement for the special meeting of the shareholders of the Company,
including copies of proxy cards for the shareholders of the Company
(incorporated herein by reference to the Schedule 14A filed with the
Commission on
June 18,
2009).
|
|
(c)(1)
|
|
Opinion of
Baker-Meekins LLP (attached as Annex C to the Proxy Statement and
incorporated herein by reference).
|
|
(c)(2)
|
|
Presentation
materials prepared by Baker-Meekins LLP, as presented to the Company’s Board
of Directors on March 17, 2009.
|
|
(c)(3)
|
|
Presentation
materials prepared by Baker-Meekins LLP, as
delivered to the Company’s Board of
Directors on March 20, 2009 and as
reviewed by the
Company’s Board of Directors on March 24, 2009.
|
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated:
June 18
, 2009
|
|
NEW
HORIZONS WORLDWIDE, INC.
|
|
|
|
|
|
By:
|
/s/ Mark A.
Miller
|
|
|
|
Name: Mark A.
Miller
|
|
|
|
Title: President
and Chief Financial Officer
|
Exhibit Index
|
Exhibit
No.
|
|
Description
|
|
(a)
|
|
Definitive proxy
statement for the special meeting of the shareholders of the Company,
including copies of proxy cards for the shareholders of the Company
(incorporated herein by reference to the Schedule 14A filed with the
Commission on
June 18
, 2009).
|
|
|
|
|
|
(c)(1)
|
|
Opinion of
Baker-Meekins LLP (attached as Annex C to the Proxy Statement and
incorporated herein by reference).
|
|
|
|
|
|
(c)(2)
|
|
Presentation
materials prepared by Baker-Meekins LLP, as presented to the Company’s Board
of Directors on March 17, 2009.
|
|
|
|
|
|
(c)(3)
|
|
Presentation
materials prepared by Baker-Meekins LLP, as
delivered to the Company’s Board of
Directors on March 20, 2009 and as
reviewed by the
Company’s Board of Directors on March 24, 2009.
|
NewHydrogen (PK) (USOTC:NEWH)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
NewHydrogen (PK) (USOTC:NEWH)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
