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As filed with the Securities and Exchange Commission on October 7, 1996
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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STRAYER EDUCATION, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 52-1975978
(State or other jurisdiction of 1025 FIFTEENTH STREET, N.W. (I.R.S. Employer
incorporation or organization) WASHINGTON, D.C. 20005 Identification Number)
(Address of principal executive offices) (Zip code)
STRAYER COLLEGE INC. 401(k) PROFIT SHARING PLAN
(Full title of the plan)
RON K. BAILEY
PRESIDENT
STRAYER EDUCATION, INC.
1025 FIFTEENTH STREET, N.W.
WASHINGTON, D.C. 20005
(Name and address of agent for service)
(202) 408-2400
(Telephone number, including area code, of agent for service)
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WITH A COPY TO:
WALTER G. LOHR, JR.
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MARYLAND 21202
(410) 659-2700
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering price registration
share fee
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(1) (1) (1) $100 $100
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(1) Pursuant to Rule 416(c), this registration statement covers an
indeterminate amount of interests to be offered or sold pursuant to the
Strayer College, Inc. 401(k) Profit Sharing Plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information required to be provided
in this Part I will be separately sent or given to employees participating in
the Strayer College Inc. 401(k) Profit Sharing Plan (the "Plan"), as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with the instructions to Part I of Form
S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Strayer Education, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents:
(a) The Registrant's prospectus filed with the Commission
on July 26, 1996 pursuant to Rule 424(b), which
prospectus contains audited financial information for
the year ended December 31, 1995;
(b) The Registrant's Form 10-Q for the quarter ended June
30, 1996 filed with the Commission on September 4,
1996; and
(c) The description of the Company's common stock contained
in the Company's Registration Statement on Form 8-A
filed with the Commission on July 28, 1996.
In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities
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
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part of hereof from the date of the filing of
such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information
contained in such proxy statement which is not, pursuant to the Commission's
rules, deemed to be "filed" with the Commission or subject to the liabilities
of Section 18 of the Exchange Act.
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ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Company's common stock, par value $ .01
per share, is incorporated by reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Charter provides that, to the fullest extent
that limitations on the liability of directors and officers are permitted by
the Maryland General Corporation Law, no director or officer of the Company
shall have any liability to the Company or its stockholders for monetary
damages. The Maryland General Corporation Law provides that a corporation's
charter may include a provision which restricts or limits the liability of its
directors or officers to the corporation or its stockholders for money damages
except: (1) to the extent that it is provided that the person actually
received an improper benefit or profit in money, property or services, for the
amount of the benefit or profit in money, property or services actually
received, or (2) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. The Company's Charter and By-Laws provide that
the Company shall indemnify and advance expenses to its currently acting and
its former directors to the fullest extent permitted by the Maryland General
Corporation Law and that the Company shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further extent as
is consistent with law.
The Charter and By-Laws of the Company provide that the
Company will indemnify its directors and officers and may indemnify employees
or agents of the Company to the fullest extent permitted by law against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with the Company. In addition, the
Company's Charter provides that its directors and officers will not be liable
to stockholders for money damages, except in limited instances. However,
nothing in the Charter and By-Laws of the Company protects or indemnifies a
director, officer, employee or agent against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. To the extent that a director has been successful in defense of any
proceeding, the Maryland General Corporation Law provides that he shall be
indemnified against reasonable expenses incurred in connection therewith.
The Company has in effect a policy of liability insurance
covering its directors and officers.
* * * * *
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to
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a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Articles of Incorporation (incorporated by reference to Exhibit 3.01, Registration Statement on Form S-1,
Reg. No. 333-3967, filed with the Commission on May 17, 1996)
4.2 Amended and Restated By-laws (incorporated by reference to Exhibit 3.02, Amendment No. 3 to the
Registration Statement on Form S-1, Reg. No. 333-3967, filed with the Commission on July 16, 1996)
4.3 Specimen Stock Certificate (incorporated by reference to Exhibit 4.01, Amendment No. 3 to the Registration
Statement on Form S-1, Reg. No. 333-3967, filed with the Commission on July 16, 1996)
4.4 401(k) Profit Sharing Plan for the Employees of Strayer College, Inc.
23.1 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney
The Registrant undertakes to submit the Plan and the
amendments thereto to the IRS in a timely manner and agrees to make all changes
required by the IRS in order to qualify the Plan.
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ITEM 9. UNDERTAKINGS.
(a) 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;
(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;
(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 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 Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act and each
filing of the Plan's annual report pursuant to Section 15(d)
of the Exchange Act that is incorporated by reference in this
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) The undertaking concerning indemnification is set forth under
the response to Item 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 Washington, District of Columbia, on October 3,
1996.
Strayer Education, Inc.
By: /s/ RON K. BAILEY
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Ron K. Bailey
President and Chief Executive Officer
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
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/s/ RON K. BAILEY President and October 3, 1996
- ---------------------------------- Chief Executive Officer
Ron K. Bailey (Principal Executive
Officer)
/s/ HARRY T. WILKINS Chief Financial Officer October 3, 1996
- ---------------------------------- (Principal Financial Officer
Harry T. Wilkins and Principal Accounting Officer)
Board of Directors:
Ron K. Bailey, Stanley G. Elmore, Todd A. Milano, Jennie D. Seaton, Roland
Carey, Donald T. Benson, G. Thomas Waite, III, Donald Stoddard and Charlotte
Beason
By: /s/ HARRY T. WILKINS October 3, 1996
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Harry T. Wilkins, as
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933,
the trustees of the Strayer College, Inc. 401(k) Profit Sharing Plan have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia on October 3, 1996.
STRAYER COLLEGE, INC.
401(k) PROFIT SHARING PLAN
By: /s/ RON K. BAILEY
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Name: Ron K. Bailey
Title: Trustee
By: /s/ HARRY T. WILKINS
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Name: Harry T. Wilkins
Title: Trustee
By: /s/ MARLA BOULTER
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Name: Marla Boulter
Title: Trustee
By: /s/ ROBERT E. FARMER
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Name: Robert E. Farmer
Title: Trustee
By: /s/ PIROJ PIROOLNURUK
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Name: Piroj Piroolnuruk
Title: Trustee
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Articles of Incorporation (incorporated by reference to Exhibit 3.01, Registration Statement on Form S-1,
Reg. No. 333-3967, filed with the Commission on May 17, 1996)
4.2 Amended and Restated By-laws (incorporated by reference to Exhibit 3.02, Amendment No. 3 to the
Registration Statement on Form S-1, Reg. No. 333-3967, filed with the Commission on July 16, 1996)
4.3 Specimen Stock Certificate (incorporated by reference to Exhibit 4.01, Amendment No. 3 to the Registration
Statement on Form S-1, Reg. No. 333-3967, filed with the Commission on July 16, 1996)
4.4 401(k) Profit Sharing Plan for the Employees of Strayer College, Inc.
23.1 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney
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