1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DeVRY INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter.) Delaware 36-3150143 - ---------------------------------------- ----------------------- (State of incorporation or organization) (I.R.S. Employer Identification Number) One Tower Lane, Ste. 1000, Oakbrook Terrace, IL 60181 - ----------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12 (b) of the Act: Name of each exchange Title of each class on which each class to be so registered is to be registered - ------------------- ---------------------- Common Stock, $.01 par value per share Chicago Stock Exchange - ---------------------------- ----------------------- (Title of Class) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box.[ ] Securities to be registered pursuant to Section 12(g) of the Act: None 2 Item 1. Description of Registrant's Securities to be Registered - ------- ------------------------------------------------------- Common Stock, $.01 Par Value ---------------------------- The capital stock of DeVry Inc. (the "Company" or "Registrant") to be registered on the Chicago Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock with a par value of $.01 per share. Holders of Common Stock are entitled to one vote per share at all meetings of stockholders. Dividends that may be declared on the Common Stock will be paid in an equal amount to the holder of each share. No pre-emptive rights are conferred upon the holders of such stock and there are no liquidation or conversion rights. Nor are there any redemption of sinking fund provisions; and there is no liability to further call or to assessments by the Registrant. There is currently a public market for the Common Stock, which has been listed on the New York Stock Exchange since November 1995. The Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the Bylaws of the Company, and Section 203 of the Delaware General Corporation Law, contain certain provisions that may make the acquisition of control of the Company by means of a tender offer, open market purchase, proxy fight or otherwise more difficult. These provisions are designed to encourage persons seeking to acquire control of the Company to negotiate with the Company's Board of Directors. The Company's Certificate of Incorporation and Bylaws provide, inter alia: (1) that the Board of Directors is divided into three classes of Directors serving staggered three-year terms; (2) that the Directors have the exclusive power to set the exact number of Directors from time to time by majority resolution and to fill vacant directorships; (3) that Directors may be removed only for cause and by the affirmative vote of the holders of a majority of all outstanding voting stock entitled to vote; (4) that stockholder action can be taken only at an annual or special meeting and not by written consent, and that special meetings can only be called by a majority of the Board of Directors, the Chairman of the Board of Directors or the President; (5) that the Company may take into account other constituencies in determining whether to take or refrain from taking any corporate action; and (6) that precatory proposals requesting the Board of Directors to take certain actions require the approval by a majority of the outstanding stock of the Company entitled to vote thereon. Item 2. Exhibits - ------- -------- 1. All exhibits required by Instruction II to Item 2 will be supplied to the Chicago Stock Exchange. 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. DeVRY INC. By: /s/Marilyn J. Cason ------------------- Marilynn J. Cason Vice President, General Counsel and Corporate Secretary Date: May 8, 1996