UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest reported): ~~July~~August 252, 2011

NOBEL LEARNING COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10031	22-2465204
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1615 West Chester Pike, Suite 200 West Chester, PA		19382
(Address of Principal Executive Offices)		(Zip Code)

1615 West Chester Pike, Suite 200 West Chester, PA				19382
(Address of Principal Executive Offices)				(Zip Code)

(484) 947-2048

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0107 ~~Other~~Submission ~~Information~~of Matters to a Vote of Security Holders.

~~Supplement~~On ~~to Proxy~~August 2, ~~Statement~~2011, ~~for~~Nobel Learning Communities, Inc., a Delaware corporation (the ~~Special~~“Company”), ~~Meeting~~convened a special meeting of ~~Stockholders~~its tostockholders be(the “Meeting”). ~~held~~The onMeeting ~~August 2,~~was ~~2011~~called for the following purposes:

~~These~~(1) ~~supplemental~~Merger ~~disclosures to the definitive proxy statement on Schedule 14A, which we refer to as the definitive proxy statement, filed by Nobel Learning Communities, Inc~~Proposal., ~~which~~To weconsider ~~refer to as the Company, with the United States Securities~~ and ~~Exchange~~vote ~~Commission, which we refer to as the SEC,~~ on ~~June 29,~~a ~~2011,~~proposal ~~are being made~~ to ~~update~~adopt ~~certain information and to respond to certain allegations made by plaintiffs in~~ the ~~stockholder litigation relating to the~~ Agreement and Plan of Merger, ~~which we refer to as~~ (the “Merger Agreement”), dated as of May 17, 2011, by and among the Company, Academic Acquisition Corp., ~~which we refer to as~~ (“Parent,”) and Academic Merger Sub, Inc., a wholly-owned subsidiary of Parent, ~~which we refer to as~~ (“Merger Sub,” which, along with Parent, is an affiliate of Leeds Equity Partners V, L.P. ~~which we refer to as~~ (“Leeds.”)), ~~Pursuant~~pursuant to ~~the~~which ~~Merger Agreement,~~ each share of the Company’s common stock and Series D convertible preferred stock outstanding at the effective time of the merger will be converted into the right to receive $11.75 and $1.88 in cash, respectively, and the Company will become a wholly-owned subsidiary of Parent, ~~which we refer to, collectively, as~~ (the ~~merger. Defined terms used but not defined herein have the meaning set forth in the definitive proxy statement.~~ “Merger”);

~~SETTLEMENT~~(2) OFAdvisory ~~LITIGATION~~Vote on Golden Parachute Compensation. To consider and cast a nonbinding advisory vote on the “golden parachute” compensation that may be payable to the Company’s named executive officers in connection with the Merger as reported on the golden parachute compensation table in the Company’s definitive proxy statement filed on June 29, 2011; and

As(3) ~~previously~~Adjournment ~~disclosed~~Proposal. ~~beginning~~To onconsider ~~pages 9~~ and 66vote ofupon ~~the definitive proxy statement, on May 27, 2011,~~ a ~~putative~~proposal ~~class action lawsuit, which we refer~~ to asapprove ~~the~~one ~~Stockholder~~or ~~Litigation,~~more ~~was~~adjournments ~~brought~~or ~~against~~postponements ~~the Company, the members~~ of the ~~Board~~Meeting, ~~Parent,~~if ~~Merger~~necessary ~~Sub,~~or ~~and Leeds~~appropriate, ~~challenging~~to ~~the~~solicit ~~proposed~~additional ~~merger,~~proxies into ~~the~~approve ~~Court of Common Pleas of Philadelphia in~~ the ~~First~~proposal ~~Judicial District of the Commonwealth of Pennsylvania on behalf of the Company’s stockholders. On July 25, 2011, counsel for the parties entered into a memorandum of understanding, which we refer~~ to asadopt the ~~Memorandum~~Merger ~~of Understanding, in which they agreed on the terms of a settlement of the Stockholder Litigation~~Agreement. The proposed settlement is conditional upon, among other things, confirmatory discovery, the execution of an appropriate stipulation of settlement, consummation of the merger and final approval of the proposed settlement by the court.

~~Pursuant~~Only tostockholders ~~the terms~~ of ~~the~~record ~~Memorandum~~as of ~~Understanding,~~ the ~~Company has agreed to make certain~~close ~~supplemental~~of ~~disclosures~~business ~~related~~on toJune 24, ~~the merger~~2011, ~~all~~were ofentitled ~~which~~to ~~are~~vote ~~set~~at ~~forth~~the ~~below~~Meeting. InAt ~~addition, in connection with~~ the ~~settlement~~Meeting, ~~and as provided in the Memorandum of Understanding~~9,014,396 ~~the~~shares ~~parties contemplate that plaintiff’s counsel will seek an award~~ of ~~attorneys’~~common ~~fees~~stock ~~and expenses as part~~ of the ~~settlement,~~Company ~~and~~were ~~plaintiffs~~represented ~~will~~in ~~release~~person ~~defendants~~or ~~from~~by ~~any~~proxy and ~~all~~entitled ~~liability.~~to ~~There can be no assurance that the merger will be consummated~~vote, ~~that~~constituting ~~the parties ultimately will enter into~~ a ~~stipulation~~ ofquorum ~~settlement~~for ~~or that~~ the ~~court~~purposes ~~will approve the settlement even if the parties enter into such stipulation. In such event, the proposed settlement as contemplated by the Memorandum~~ of ~~Understanding may be terminated. The settlement will not affect~~ the ~~amount of the merger consideration that the Company’s stockholders are entitled to receive in the merger~~vote.

The ~~defendants deny~~final ~~all~~voting ~~liability~~results with respect to the ~~facts~~Merger ~~and~~Proposal ~~claims~~are ~~alleged~~set inforth ~~the~~below: Stockholder Litigation and specifically deny that any breach of fiduciary duty occurred, or that any further disclosure is required to supplement the definitive proxy statement under any applicable rule, statute, regulation or law. However, to avoid the risk that the Stockholder Litigation may delay or otherwise adversely affect the consummation of the merger, to minimize the expense of defending such actions, and to provide additional information to our stockholders at a time and in a manner that would not cause any delay of the special meeting or the merger, the defendants have agreed to the terms of the proposed settlement described above. The parties further considered it desirable that the Stockholder Litigation be settled to avoid the expense, risk, inconvenience and distraction of continued litigation and to fully and finally resolve the settled claims. Plaintiff in the Stockholder Litigation has agreed to stay the Stockholder Litigation pending final approval by the court of the settlement, and to dismiss the Stockholder Litigation with prejudice upon final approval by the court of the settlement of the Stockholder Litigation.

SUPPLEMENTAL DISCLOSURES


For	Against		Abstain		Broker Non-Votes
9,005,102		8,683		611		0

InThe ~~connection~~final ~~with~~voting ~~the~~results ~~settlement~~with ofrespect ~~the Stockholder Litigation as described in this supplemental disclosure, the Company has agreed~~ to ~~make these supplemental disclosures to~~ the ~~definitive~~Advisory ~~proxy~~Vote ~~statement.~~on ~~These~~Golden ~~supplemental~~Parachute ~~disclosures~~Compensation ~~should~~are beset ~~read~~forth ~~in conjunction with the definitive proxy statement, which should be read in its entirety.~~ below:

The following disclosure supplements and restates the second paragraph under the heading “Background of the Merger” on page 24 of the definitive proxy statement.


For	Against		Abstain		Broker Non-Votes
4,872,349		159,685		3,982,362		0

InThe ~~October~~final ~~2008,~~voting the Company engaged the investment banking firm of J.P. Morgan Securities LLC, which we refer to in this proxy statement as J.P. Morgan, to serve as financial advisor to our board of directors in connection with possible strategic transactions with third parties. Our engagement with J.P. Morgan provided that J.P. Morgan would receive a fee if a transaction with a third party was consummated. In addition, the engagement provided that if an alternative transaction, such as a recapitalization transaction, was completed with the assistance of J.P. Morgan, the Company and J.P. Morgan would negotiate in good faith appropriate compensation for J.P. Morgan, which would take into account, among other things, the results obtained and the custom and practice among investment banking firms acting in similar transactions. Discussions between J.P. Morgan, on behalf of the Company, and KU, subsequent to the unsolicited proposal were based only on publicly available information about the Company, because KU declined to enter into a non-disclosure agreement with ~~the~~respect ~~Company, which the SAC and our board of directors deemed necessary~~ to ~~protect~~ the ~~Company’s~~Adjournment ~~non-public~~Proposal ~~business~~are ~~information.~~set ~~The~~forth ~~SAC~~below: had discussions with J.P. Morgan regarding, among other things, economic trends within the education industry generally, J.P. Morgan’s preliminary financial analysis of the Company and the possible alternatives available to the Company to enhance stockholder value, including a potential sale of the Company.

The following disclosure supplements and restates the first paragraph under the heading “Opinion of the Financial Advisor to Nobel Learning’s Board of Directors – Discounted Cash Flow Analysis” on page 47 of the definitive proxy statement.


For	Against		Abstain		Broker Non-Votes
8,917,640		62,114		34,642		0

~~J.P.~~Safe ~~Morgan conducted~~Harbor ~~a discounted cash flow analysis of the Company~~ for the purpose of determining an implied fully diluted equity value per share for the Company’s common stock. J.P. Morgan calculated the value of stand alone, unlevered free cash flows that the Company is expected to generate from the last three months of fiscal year 2011 and for the fiscal years 2012 through 2015 based on the Management Estimates and the value of unlevered free cash flows that the Company is expected to generate for the fiscal years 2016 through 2020, which were extrapolated from the Management Estimates and were reviewed and approved by the Company’s management and reviewed by the SAC. Unlevered free cash flow was calculated based on the Management Estimates by taking the Company’s projected earnings before interest after taxes and adding projected depreciation and amortization and then subtracting projected capital expenditures and adding projected decreases in net working capital. StockForward-~~based~~Looking ~~compensation~~Statements expense was treated as a cash expense for purposes of determining free cash flow. The value of the stand alone, unlevered free cash flows was calculated assuming that the projected free cash flows occur at the middle of each annual period, and then discounting such cash flows to present value as of April 3, 2011 using a range of discount rates from 11.0% to 13.0%. This range of discount rates was chosen by J.P. Morgan based upon an analysis of the Company’s weighted average cost of capital which included, among other considerations, an analysis of the cost of equity and cost of debt of the Company using publicly available information and J.P. Morgan’s judgment and experience. J.P. Morgan also calculated a range of terminal values for the Company as of fiscal year 2020, by applying a perpetual revenue growth rate ranging from 2.0% to 3.0%. These growth rates were estimated by J.P. Morgan based on its judgment and experience. These terminal values were discounted to present value as of April 3, 2011 using a range of discount rates from 11.0% to 13.0%.

~~The~~This ~~following~~current ~~disclosure~~report, ~~supplements~~ and ~~restates~~ the ~~third~~information ~~paragraph~~incorporated ~~under~~by reference herein, contains forward-looking statements as defined by the ~~heading~~federal ~~“Opinion~~securities oflaws, which are based on the ~~Financial~~Company’s ~~Advisor~~current expectations toand ~~Nobel~~assumptions. ~~Learning~~These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s ~~Board~~actual results, levels of ~~Directors~~activity, –performance ~~Miscellaneous”~~or onachievements to be materially different from those ~~page~~expressed 49or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include uncertainties as to the timing of the ~~definitive~~merger; ~~proxy~~the ~~statement.~~possibility that various closing conditions for the consummation of the merger may not be satisfied or waived, the risk that the market price of the Company’s

~~For~~ common ~~services~~stock ~~rendered~~may indecline ~~connection~~if ~~with~~ the merger is not completed or is delayed, and such other factors as are set forth in the ~~Company~~risk ~~has~~factors ~~agreed~~detailed from time to ~~pay~~time ~~J.P.~~in ~~Morgan~~the Company’s periodic areports ~~fee~~and ~~estimated~~registration tostatements befiled ~~approximately~~with $2the ~~million~~SEC including, ~~all~~without oflimitation, ~~which~~the ~~will~~risk ~~become~~factors ~~payable~~detailed ~~only~~in if the ~~merger~~Company’s isAnnual ~~consummated.~~Report Inon ~~addition,~~Form 10-K for the year ended July 3, 2010. The Company ~~has~~undertakes ~~agreed~~no obligation to ~~reimburse~~publicly update ~~J.P.~~any ~~Morgan~~forward-looking ~~for~~statements, ~~its~~whether ~~expenses~~as ~~incurred~~a inresult ~~connection~~of ~~with~~new ~~its services~~information, ~~including~~ future events or otherwise.

the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the federal securities laws. Other than the foregoing, the Company has not paid J.P. Morgan any amounts in connection with acquisition or strategic transaction related advice, including in connection with analyzing the potential recapitalization, or capital markets transactions.

The following disclosure supplements and restates the table under the heading “Management Estimates” on page 51 of the definitive proxy statement.

Management Estimates

($ in millions, except for EPS)

	2011			2012			2013			2014			2015
Net Revenue	$	239.2		$	253.4		$	268.1		$	283.2		$	298.9
Adjusted EBIT (1)	$	8.8		$	12.9		$	17.4		$	22.2		$	27.1
Adjusted EBITDA (2)	$	18.1		$	21.3		$	25.9		$	30.9		$	36.0
Net Income	$	3.4		$	6.6		$	10.1		$	13.1		$	16.1
EPS (3)	$	0.32		$	0.62		$	0.94		$	1.23		$	1.51
Net Working Cap/Other	$	2.5		$	3.5		$	2.1		$	1.6		$	1.4
Capital Expenditures	$	(11.7	)	$	(7.5	)	$	(7.9	)	$	(8.3	)	$	(8.6	)

(1) Adjusted EBIT consists of earning before interest and taxes calculated in accordance with GAAP adjusted for costs associated with the Company’s Department of Justice litigation, acquisition-related costs, severance costs and costs incurred by or in connection with the SAC.

(2) Adjusted EBITDA consists of EBITDA calculated in accordance with GAAP adjusted for costs associated with the Department of Justice litigation, acquisition-related costs, severance costs and costs incurred by or in connection with the SAC.

(3) Based on 10,700,000 shares and common stock equivalents outstanding.

In addition, the estimates for fiscal years 2016 through 2020, which were extrapolated from the 2011 through 2015 Management Estimates above, were derived by applying a revenue growth rate of 2.5%, EBITDA margins of 9.6%, EBIT margins of 6.7% to 6.8%, working capital as a percentage of revenue of 0.4% and capital expenditures as a percentage of revenues of 2.9%.

The following disclosure supplements the definitive proxy statement.

All of the standstill provisions contained in non-disclosure agreements that the Company entered with third parties in connection with possible strategic transaction discussions have expired and no such provision is still in effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NOBEL LEARNING COMMUNITIES, INC.

By:		/s/ Thomas Frank

Name:		Thomas Frank
Title:		Chief Financial Officer

Date: ~~July~~August 252, 2011

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