As filed with the Securities and Exchange Commission on June 14, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DeVRY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3150143
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Tower Lane
Oakbrook Terrace, Illinois 60181
(Address of principal executive offices) (zip code)
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DeVry Inc. 1999 Stock Incentive Plan
(Full title of the plan)
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Marilynn J. Cason
Senior Vice President, General Counsel and Corporate Secretary
DeVry Inc.
One Tower Lane
Oakbrook Terrace, Illinois 60181
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (630) 571-7700
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Proposed Offering Aggregate Offering Amount of
to be Registered Registered Price per Share Price Registration Fee
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Common Stock, $.01 par value... 282,800 Shares $34.48 (1) $ 9,750,944 (1) $ 897.09
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Common Stock, $.01 par value... 1,217,200 Shares 24.24 (2) 29,504,928 (2) 2,714.45
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Total.......................... $3,611.54
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(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
Securities Act of 1993, the proposed offering price represents the weighted average of the exercise prices of
outstanding options.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
Securities Act of 1993, the proposed offering price represents the average of the high and low sales prices on
the New York Stock Exchange on June 13, 2002.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have been heretofore filed by DeVRY
INC., a Delaware corporation (the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended June 30, 2001.
(b) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
(c) Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.
(d) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(e) Description of Common Stock included in the Registration Statement
on Form 8-A dated May 8, 1996 filed under Section 12 of the
Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) The Delaware General Corporation Law ("Delaware GCL") (Section
145) gives Delaware corporations broad powers to indemnify their
present and former directors and officers and those of affiliated
corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified
conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so indemnified,
and authorizes the Registrant to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any
by-laws, agreement, vote of stockholders or otherwise.
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(b) Article Ninth of the Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") of the
Registrant permits, and Article Ninth of the Amended and Restated
By-Laws of the Registrant provides for, indemnification of
directors, officers, employees and agents to the fullest extent
permitted by law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors
shall not be personally liable for monetary damages for breaches
of their fiduciary duty as directors except for (1) breaches of
their duty of loyalty to the Registrant or its stockholders, (2)
acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law, (3) under Section 174 of
the Delaware GCL (unlawful payment of dividends) or (4)
transactions from which a director derives an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
A. Rule 415 Offering.
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The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
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2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Indemnification of Directors and Officers.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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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 Oakbrook Terrace, Illinois, on
June 14, 2002.
DeVRY INC.
By: /s/ Dennis J. Keller
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Its: Chairman of the Board, Chief
Executive Officer and Director
Each person whose signature appears below constitutes and appoints,
Dennis J. Keller and Ronald L. Taylor and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, full to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, 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 below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Dennis J. Keller Chairman of the Board, Chief Executive June 14, 2002
- --------------------------------- Officer and Director
Dennis J. Keller
/s/ Ronald L. Taylor Director, President and Chief Operating June 14, 2002
- --------------------------------- Officer
Ronald L. Taylor
/s/ Norman M. Levine Senior Vice President, Chief Financial June 14, 2002
- --------------------------------- Officer and Principal Accounting Officer
Norman M. Levine
/s/ Ewen M. Akin Director June 14, 2002
- ---------------------------------
Ewen M. Akin
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Signature Title Date
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/s/ Charles A. Bowsher Director June 14, 2002
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Charles A. Bowsher
/s/ David S. Brown Director June 14, 2002
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David S. Brown
/s/ Robert E. King Director June 14, 2002
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Robert E. King
/s/ Frederick A. Krehbiel Director June 14, 2002
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Frederick A. Krehbiel
/s/ Thurston E. Manning Director June 14, 2002
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Thurston E. Manning
/s/ Julie A. McGee Director June 14, 2002
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Julie A. McGee
/s/ Hugo J. Melvoin Director June 14, 2002
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Hugo J. Melvoin
/s/ Harold T. Shapiro Director June 14, 2002
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Harold T. Shapiro
/s/ Robert C. McCormack Director June 14, 2002
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Robert C. McCormack
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EXHIBIT INDEX
Exhibit Number Description of Document
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4.1 Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3(b)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1991, File No. 1-13988)
4.2 Certificate of correction of Restated Certificate of
Incorporation of the Registrant (Incorporated by
reference to Exhibit 3(c) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30,
1991, File no. 1-13988)
4.3 Amended and Restated Bylaws (Incorporated by reference
to Exhibit 3(d) to Amendment No. 1 of the Registrant's
Form S-1, File No. 33-40151, dated May 21, 1991)
4.4 DeVry Inc. 1999 Stock Incentive Plan (Incorporated by
reference to Exhibit B to the Registrant's proxy
statement filed September 28, 2001, File No. 1-13988)
4.5 Amendment No. 1 to the DeVry Inc. 1999 Stock Incentive
Plan (Incorporated by reference to Exhibit A to the
Registrant's proxy statement filed September 28, 2001,
File No. 1-13988)
5.1 Opinion of Mayer, Brown, Rowe & Maw
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Mayer, Brown Rowe & Maw (included in Exhibit 5.1)
24.1 Powers of Attorney (included in signature page)
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