<SUBMISSION>
<ACCESSION-NUMBER>0000950124-03-000033
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20021217
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030108
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHILDTIME LEARNING CENTERS INC
<CIK>0001003648
<ASSIGNED-SIC>8351
<IRS-NUMBER>383261854
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>0402
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27656
<FILM-NUMBER>03507496
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>38345 WEST 10 MILE RD
<STREET2>STE 100
<CITY>FARMINGTON HILLS
<STATE>MI
<ZIP>48335
<PHONE>8104763200
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k73921e8vk.txt
<DESCRIPTION>CURRENT REPORT DATED 12/17/02
<TEXT>
<PAGE>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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):    December 17, 2002
                                                   --------------------



                        CHILDTIME LEARNING CENTERS, INC.
             (Exact name of registrant as specified in its Charter)





        Michigan                       0-27656                  38-3261854
 ---------------------------           -------                 ----------
(State or other jurisdiction         (Commission               (IRS Employer
    of incorporation)                File Number)            Identification No.)


    38345 West 10 Mile Road, Suite 100, Farmington Hills, MI            48335
 --------------------------------------------------------------         -----
             (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code            (248) 476-3200
                                                   -----------------------------


                                 Not applicable
     ---------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>



ITEMS 1 - 4.      NOT APPLICABLE.

ITEM 5.           OTHER EVENTS.

         On December 17, 2002, the Company held a Special Meeting of
Shareholders for the following purposes: (1) to approve an amendment to the
Company's Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock from 10,000,000 shares, no par value, to
20,000,000 shares, no par value and (2) to re-approve the grant of options, in
favor of JP Acquisition Fund II, L.P., JP Acquisition Fund III, L.P. and certain
of their designees, to acquire, in the aggregate, up to 400,000 shares of Common
Stock. Both proposals were approved by the shareholders at the Special Meeting.
The votes were as follows:

         Amendment to the Restated Articles of Incorporation

Votes In Favor      Votes Against         Votes Withheld    Broker Non-Votes

   4,481,789           607,566                338                 0

         Re-Approval of Option Grant

Votes In Favor      Votes Against         Votes Withheld    Broker Non-Votes

   4,049,406           496,966                538              542,783

         On December 17, 2002, the Company issued the press release attached
hereto as Exhibit 99.1, announcing election of Benjamin R. Jacobson as the
Company's new Chairman of the Board of Directors. The information contained in
the press release is incorporated herein by reference.

ITEM 6.           NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

         (A) - (B)         NOT APPLICABLE.

         (C)               EXHIBITS.

                            3.1     Certificate of Amendment to Articles of
                                    Incorporation, filed with State of Michigan
                                    on December 30, 2002.

                            99.1    Press Release announcing the election of
                                    Benjamin R. Jacobson as the Company's new
                                    Chairman of the Board of Directors, dated
                                    December 17, 2002.

ITEMS 8 AND 9.    NOT APPLICABLE.

<PAGE>


                                   SIGNATURES

         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.


                                                CHILDTIME LEARNING CENTERS, INC.


Date:  January 7, 2003                          By: /s/Frank M. Jerneycic
                                                   -----------------------------
                                                   Frank M. Jerneycic
                                                   Its: Chief Financial Officer
                                                   and Treasurer




<PAGE>


                                  EXHIBIT INDEX




 EXHIBIT NO.                           EXHIBIT DESCRIPTION


        3.1       Certificate of Amendment to Articles of Incorporation, filed
                  with State of Michigan on December 30, 2002.

        99.1      Press Release announcing the election of Benjamin R. Jackson
                  as the Company's new Chairman of the Board of Directors, dated
                  December 17, 2002.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>k73921exv3w1.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT TO ARTICLES OF INC
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.1


--------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
--------------------------------------------------------------------------------
(Date Received)

DEC 20 2002                             (For Bureau Use Only)
                         This document is effective on the date filed, unless
-----------------------  subsequent effective date within 90 days after received
                         date is stated in the document.

                                                            FILED
------------------------------------------
Name
                                                         DEC 30 2002
Christopher J. Kawa, Legal Assistant
Honigman Miller Schwartz and Cohn LLP                   ADMINISTRATOR
------------------------------------------      BUREAU OF COMMERCIAL SERVICES
Address
2290 First National Building
------------------------------------------
City              State        Zip Code
Detroit           MI           48226
==========================================  EFFECTIVE DATE:
--------------------------------------------------------------------------------

Document will be returned to the name and address you enter above.
  If left blank document will be mailed to the registered office.

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
              FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATION
          (Please read information and instructions on the last page)


     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following certificate:


--------------------------------------------------------------------------------

1.     The present name of the corporation is:  Childtime Learning Centers, Inc.


                                                            --------------------
2.     The identification number assigned by the Bureau is:   343-660
                                                            --------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

3.     Article  III  of the Restated Articles of Incorporation is hereby
       amended to read in its entirety as follows:

  ARTICLE III

The total authorized shares:

Common Shares         20,000,000     Preferred Shares      1,000,000
                   -------------                       -------------

A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:


     The board of directors may cause the corporation to issue Preferred Shares
     in one or more series, each series to bear a distinctive designation and to
     have such relative rights and preferences as shall be prescribed by
     resolution of the board. Such resolutions, when filed, shall constitute
     amendments to these Restated Articles of Incorporation.

--------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL


<PAGE>
-------------------------------------------------------------------------------

5. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors of trustees.)


     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the         day of                         in accordance with the
            -------        -------------,--------,
     provisions of the Act by the unanimous consent of incorporator(s) before
     the first meeting of the Board of Directors or Trustees.

               Signed this         day of                    2002
                           -------        -----------------,


--------------------------------                --------------------------------
        (Signature)                                        (Signature)

--------------------------------                --------------------------------
 (Type or Print Name and Title)                  (Type or Print Name and Title)

--------------------------------                --------------------------------
        (Signature)                                        (Signature)

--------------------------------                --------------------------------
 (Type or Print Name and Title)                  (Type or Print Name and Title)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

6. (For profit corporations, and for nonprofit corporations whose articles state
      the corporation is organized on a stock or on a membership basis.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 17th day of December, 2002 by the shareholders if a profit
     corporation, or by the shareholders or members if a nonprofit corporation
     (check one of the following)

     X   at a meeting. The necessary votes were cast in favor of the amendment.
    ---

         by written consent of the shareholders or members having not less than
     --- the minimum number of votes required by statute in accordance with
         Section 407(1) of and (2) of the Act if a nonprofit corporation, or
         Section 407(1) of the Act if a profit corporation. Written notice to
         shareholders or members who have not consented in writing has been
         given. (Note: Written consent by less than all of the shareholders or
         members is permitted only if such provision appears in the Articles of
         Incorporation.)

         by written consent of all the shareholders or members entitled to vote
    ---  in accordance with Section 407(3) of the Act if a nonprofit
         corporation, or Section 407(2) of the Act if a profit corporation.

         by the board of a profit corporation pursuant to Section 611(2).
    ---

-------------------------------------------------------------------------------

        Profit Corporations                      Nonprofit Corporations

Signed this 17 day of December, 2002        Signed this     day of         20
            ---                                         ---        ------,   ---

By: /s/ Frank Jerneycic                     By:
    -------------------------------              -------------------------------
     (Signature of an authorized                    (Signature of President,
      officer or agent)                              Vice-President, Chairperson
                                                     or Vice-Chairperson)

Frank Jerneycic, Chief Financial
--------------------------------          --------------------------------------
Officer and Treasurer                     (Type or Print Name) (Type or Print
---------------------                                           Title)

(Type or Print Name)   (Type or Print
                        Title)

-------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>k73921exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED 12/17/02
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

                                                           For Immediate Release

Media Contact
Libby Barland
Childtime Learning Centers, Inc.
38345 West 10 Mile Road,  Suite 100
Farmington Hills,  MI  48335
561-237-2243
http://www.childtime.com


CHILDTIME LEARNING CENTERS ANNOUNCES THE ELECTION OF NEW CHAIRMAN OF THE BOARD

FARMINGTON HILLS, MI, December 17, 2002 - Childtime Learning Centers, Inc.
(NASDAQ: CTIME), today announced that its Board of Directors has elected
Benjamin Jacobson as the Chairman of the Board of Directors of the Company.

Mr. Jacobson has been a member of the Company's Board of Directors since 1996.
Mr. Jacobson is the managing general partner of Jacobson Partners, a New York
City based investment-banking partnership. Jacobson Partners has been providing
management and financial consulting services to the Company since June 2000 and,
through related parties, is a major holder of the Company's common stock. Mr.
Jacobson also serves as a board member for several privately held companies.

James Morgan will step down as the Company's Chairman but remain an integral
member of the Company's Board of Directors.

"I wish to thank Jim for his time and effort spent with the Company as Chairman.
I value his insight and am privileged to have his continued presence on our
Board. I am excited about the direction our Company is headed and am focused on
overseeing management deliver a successful Tutor Time integration and continued
operational improvements, providing value for both our parents and shareholders
alike" Jacobson commented.

Childtime Learning Centers, Inc., of Farmington Hills, MI acquired Tutor Time
Learning Systems, Inc. on July 19, 2002 and is now the nation's third largest
publicly traded child care provider with operations in 30 states, the District
of Columbia and internationally. Childtime Learning Centers, Inc. has over 7,500
employees and provides education and care for over 50,000 children daily in over
450 corporate and franchise centers nationwide.


</TEXT>
</DOCUMENT>
</SUBMISSION>
