As filed with the Securities and Exchange Commission on September 15, 2014
Registration No. 333-76654
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDUCATION MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 210 Sixth Avenue 33rd Floor Pittsburgh, Pennsylvania 15222 | 25-1119571 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Address of Principal Executive Offices) | (I.R.S. Employer Identification Number) |
ARGOSY EDUCATION GROUP, INC.
NON-QUALIFIED STOCK OPTIONS
(Full Title of the Plan)
J. Devitt Kramer, Esq.
Senior Vice President, General Counsel and Secretary
Education Management Corporation
210 Sixth Avenue
33rd Floor
Pittsburgh, Pennsylvania 15222
(Name and Address of agent for service)
(412) 562-0900
(Telephone Number, including Area Code, of agent for service)
Copy To:
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
Education Management Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to its registration statement on Form S-8 (File No. 333-76654), filed on January 14, 2002 (the “Registration Statement”), pertaining to the Company’s registration of 7,967 shares of its common stock, par value $0.01 per share.
The Company is engaging in a series of restructuring transactions, as described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 10, 2014. To facilitate these restructuring transactions, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the securities that remain unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 15th day of September, 2014.
| EDUCATION MANAGEMENT CORPORATION | ||
| By: | /s/ Mick J. Beekhuizen | |
| Name: Mick J. Beekhuizen | ||
Title: Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on September 15, 2014.
Signature | Title | |
/s/ Edward H. West Edward H. West | President, Chief Executive Officer and Director | |
| (Principal Executive Officer) | ||
/s/ Mick J. Beekhuizen Mick J. Beekhuizen | Executive Vice President and Chief Financial Officer | |
| (Principal Financial Officer) | ||
/s/ Robert G. Hrivnak Robert G. Hrivnak | Controller and Chief Accounting Officer | |
| (Principal Accounting Officer) | ||
/s/ Samuel C. Cowley Samuel C. Cowley | Director | |
/s/ William R. Johnson William R. Johnson | Director | |
/s/ Adrian M. Jones Adrian M. Jones | Director | |
/s/ Jeffrey T. Leeds Jeffrey T. Leeds | Director | |
/s/ John R. McKernan, Jr. John R. McKernan, Jr. | Director | |
/s/ Leo F. Mullin Leo F. Mullin | Director | |
/s/ Brian A. Napack Brian A. Napack | Director | |
/s/ Paul J. Salem Paul J. Salem | Director | |
/s/ Peter O. Wilde Peter O. Wilde | Director | |