<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1997
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
STRAYER EDUCATION, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1975978
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1025 15TH STREET, N.W.
WASHINGTON, D.C. 20005
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(Address of principal executive offices)
STRAYER EDUCATION, INC.
1996 STOCK OPTION PLAN
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(Full title of the plan)
RON K. BAILEY
CHIEF EXECUTIVE OFFICER AND PRESIDENT
STRAYER EDUCATION, INC.
1025 15TH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 408-2400
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
WALTER G. LOHR, JR.
HOGAN & HARTSON L.L.P.
111 S. CALVERT STREET
BALTIMORE, MD 21202
(410) 659-2700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee (1)
------------------- ------------ ------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 636,979(a) $10.000(a) $ 6,369,790(a) $ 1,930.24(a)
PAR VALUE $.01 363,021(b) 32.375(b) 11,752,805(b) 3,561.46(b)
Total: $ 5,491.70
==========================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of the registration fee, based on (a) the weighted average option
exercise price of $10.00 per share for the 636,979 shares issuable upon exercise
of currently outstanding options and (b) the average of the high and low prices
per share of Strayer Education, Inc. Common stock, par value $.01 per share, on
June 23, 1997, as reported on the Nasdaq National Market with respect to the
other 363,021 shares otherwise issuable under the plan listed above.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
separately sent or given to employees participating in the Strayer Education,
Inc. 1996 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1) of 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 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Strayer Education, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:
(a) The Registrant's Annual Report on Form 10-K, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and which contains audited
financial statements for the fiscal year ended December 31, 1996;
(b) The description of the Registrant's Common Stock, $.01 par value
per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on
July 18, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q, filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, and 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 filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable (the Common Stock is registered under Section 12(g) of
the Exchange Act).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Item 14 of Part II of the Registration Statement of the Registrant on
Form S-1 (Registration No. 333-23601) is hereby incorporated by reference into
this Registration Statement.
* * *
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by such person in connection with the
offering of the Common Stock (other than for 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) 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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3.1 Articles of Incorporation of Registrant (filed as Exhibit
3.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-3967) (the "Initial Form S-1") and
incorporated herein by reference).
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to
the Initial Form S-1 and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered.
10.1 1996 Stock Option Plan (filed as Exhibit 10.11 to the
Initial Form S-1 and incorporated herein by reference).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
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<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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. 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)(i) and (a)(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 Exchange Act
that are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
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, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
The undertaking concerning indemnification is set forth under the
response to Item 6.
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<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on June 30, 1997.
STRAYER EDUCATION, INC.
By: /s/ Ron K. Bailey
-------------------------------------
Ron K. Bailey
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ron K. Bailey and Harry T. Wilkins,
jointly and severally, each in his own capacity, as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), any Registration
Statement relating to this Registration Statement under Rule 462, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Ron K. Bailey President, Chief Executive Officer June 30, 1997
- --------------------------- and Director (Principal Executive
Ron K. Bailey Officer)
/s/ Harry T. Wilkins Chief Financial Officer (Principal June 30, 1997
- --------------------------- Financial and Accounting Officer)
Harry T. Wilkins
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------- ------------------------------------ --------------
<S> <C> <C>
/s/ Stanley G. Elmore Chairman of the Board of Directors June 30, 1997
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Stanley G. Elmore
/s/ Todd A. Milano Director June 30, 1997
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Todd A. Milano
/s/ Jennie D. Seaton Director June 30, 1997
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Jennie D. Seaton
/s/ Roland Carey Director June 30, 1997
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Roland Carey
/s/ Donald T. Benson Director June 30, 1997
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Donald T. Benson
/s/ G. Thomas Waite, III Director June 30, 1997
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G. Thomas Waite, III
/s/ Donald Stoddard Director June 30, 1997
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Donald Stoddard
/s/ Charlotte Beason Director June 30, 1997
- ---------------------------
Charlotte Beason
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
3.1 Articles of Incorporation of Registrant (filed as Exhibit 3.1 to the *
Registrant's Registration Statement on Form S-1 (File No. 333-3967) (the
"Initial Form S-1") and incorporated herein by reference).
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the *
Initial Form S-1 and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered.
10.1 1996 Stock Option Plan (filed as Exhibit 10.11 to the Initial Form *
S-1 and incorporated herein by reference).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
</TABLE>
*incorporated by reference
<PAGE>
Exhibit 5.1
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Opinion of Hogan & Hartson L.L.P.
<PAGE>
June 30, 1997
Board of Directors
Strayer Education, Inc.
1025 15th Street, N.W.
Washington, D.C. 20005
Dear Gentlemen:
This firm has acted as special counsel to Strayer Education, Inc. (the
"Company"), a Maryland corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 1,000,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company ("Common Stock"), issued
or issuable under the Company's 1996 Stock Option Plan (the "Plan"). This
letter is furnished to you pursuant to the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with such
registration.
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by certain officers of the
Company on the date hereof as being complete, accurate and in
effect.
3. The Articles of Incorporation of the Company, as certified on June
24, 1997 by the Secretary of State of the State of Maryland and
on the date hereof by certain officers of the Company as then
being complete, accurate and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by
certain officers of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
June 15, 1996, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect,
relating to, among other things, approval of the Plan.
6. A certificate of certain officers of the Company, dated June 30,
1997, as to certain facts relating to the Company.
For purposes of rendering this opinion, we have not, except as
specifically identified above, made any independent review or investigation of
factual or other matters, including the organization, existence, good standing,
assets, business or affairs of the Company. In our examination of the aforesaid
certificates, records and documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). We also have assumed the
accuracy, completeness and authenticity of the foregoing certifications (of
public officials, governmental agencies and departments and corporate officers)
and statements of fact, on which we are relying, and have made no independent
investigations thereof. In rendering
<PAGE>
this opinion we have relied as to factual matters, without independent
investigation, upon the representations, warranties and certifications made by
the company and upon the officers' certificate identified in paragraph 7 above.
This opinion is given in the context of the foregoing.
This opinion is based as to matters of law solely on the General
Corporation Law of the State of Maryland, as amended, and we express no opinion
as to any other laws, statutes, regulations, or ordinances, including without
limitation any federal or state tax or securities laws or regulations. We note
that our firm only requires lawyers to be qualified to practice law in the
District of Columbia, Virginia, or Maryland.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan (with the Company
having received the consideration therefor, the form of which is in accordance
with applicable law), will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Registration Statement
on the date of this letter, and should not be quoted in whole or in part or
otherwise be referred to, nor be filed with or furnished to any governmental
agency or other person or entity, without the prior written consent of this
firm.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.1
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Consent of Independent Accountants
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (File No. 333-___) of our report dated
January 31, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Strayer Education, Inc. (the "Company") as of
December 31, 1996 and 1995, and for each year in the three period ended December
31, 1996, which report is included in the Company's 1996 Annual Report on Form
10-K.
/s/ COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 30, 1997
