As filed with the Securities and Exchange Commission on May 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Public Education, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 01-0724376 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
111 West Congress Street Charles Town, West Virginia |
25414 | |
(Address of Principal Executive Offices) | (Zip Code) |
American Public Education, Inc. 2017 Omnibus Incentive Plan
(Full title of the plan)
Thomas A. Beckett
Senior Vice President, General Counsel and Secretary
American Public Education, Inc.
111 West Congress Street
Charles Town, West Virginia 25414
(Name and address of agent for service)
304-724-3700
(Telephone number, including area code, of agent for service)
Copy to:
William I. Intner
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common Stock, par value $0.01 per share | 1,425,000 | $31.205 | $44,467,125 | $5,771.83 |
(1) | Consists of shares available for issuance under the American Public Education, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock that may be offered or issued under the 2017 Plan in connection with any stock dividend, stock split, recapitalization or similar transaction. |
(2) | The price stated above is estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act and is based on the average of the high and low sale prices of the common stock of American Public Education, Inc. as reported on the Nasdaq Global Select Market on May 14, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) of American Public Education, Inc. (the “Registrant”) is being filed to register 1,425,000 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) authorized for issuance pursuant to the 2017 Plan. The Registrant previously registered shares of Common Stock under the 2017 Plan on a Registration Statement on Form S-8 (File No. 333- 218015) filed on May 15, 2017 (the “Original S-8”). On March 30, 2020, the Registrant’s Board of Directors adopted an amendment to the 2017 Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,425,000 (the “Amendment”), subject to stockholder approval. The Registrant's stockholders approved the Amendment at the Registrant’s Annual Meeting of Stockholders on May 15, 2020.
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Original S-8, except to the extent supplemented, amended, or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on May 20, 2020.
AMERICAN PUBLIC EDUCATION, INC. | ||
By: | /s/ Richard W. Sunderland, Jr., CPA | |
Richard W. Sunderland, Jr., CPA | ||
Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Angela Selden and Richard W. Sunderland, Jr., and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Angela Selden Angela Selden | President, Chief Executive Officer and Director (Principal Executive Officer) | May 20, 2020 | ||
/s/ Richard W. Sunderland, Jr., CPA Richard W. Sunderland, Jr., CPA
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 18, 2020 | ||
* Eric C. Andersen | Chairperson of the Board of Directors | May 11, 2020 | ||
* Barbara G. Fast | Director | May 11, 2020 | ||
* Jean C. Halle | Director | May 12, 2020 | ||
* Dr. Barbara Kurshan | Director | May 12, 2020 | ||
* Timothy J. Landon | Director | May 12, 2020 | ||
* William G. Robinson, Jr. | Director | May 14, 2020 |
*By: | /s/ Richard W. Sunderland, Jr., CPA | |
Richard W. Sunderland, Jr., CPA | ||
Attorney in Fact |