<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARGOSY EDUCATION GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Illinois 36-2855674
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
Two First National Plaza
20 South Clark Street, 3/rd/ Floor
Chicago, Illinois 60603
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
ARGOSY EDUCATION GROUP, INC. EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
(Full Title of the Plan)
Michael C. Markovitz
Chairman
Argosy Education Group, Inc.
Three First National Plaza
20 South Clark Street, 3/rd/ Floor
Chicago, Illinois 60603
(Name and Address of Agent for Service)
(312) 899-9900
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
-------
Keith S. Crow
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 375,000 shares $8.50 (1) $3,187,500 $886.13
Stock, par value
$.01 per share
- ----------------------------------------------------------------------------------------------
Interests in the (2) (2) (2) (3)
Employee Stock
Discount Purchase
Plan
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rules 457 (c) and (h), solely for purposes of
calculating amount of registration fee, based upon the average of the high
and low prices reported on April 26, 1999, as reported on the Nasdaq
National Market.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(3) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
registration fee is required with respect to the plan interests being
registered hereby.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I, Items 1
and 2, will be delivered in accordance with Rule 428(b)(1) of the
Securities Act of 1933, as amended ("Securities Act"). Such documents
are not required to be, and are not, filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents, and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in the Section 10(a)
Prospectus), other documents required to be delivered to eligible
employees pursuant to Rule 428(b) or additional information about the
Argosy Education Group, Inc. Employee Stock Discount Purchase Plan
(the "Plan") are available without charge by contacting:
Charles T. Gradowski
Chief Financial Officer
Argosy Education Group, Inc.
Three First National Plaza
20 South Clark Street, 3/rd/ Floor
Chicago, Illinois 60603
(312) 899-9900
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement or
information contained in this document or in any other subsequently filed
document incorporated herein by reference:
(a) The Registrant's Prospectus, dated March 8, 1999 (the "Prospectus")
filed pursuant to Rule 424(b) under the Securities Act, which relates to the
Registrant's Registration Statement on Form S-1 (Registration File No. 333-
63241).
(b) The description of the Registrant's Class A Common Stock, par value
$.01 per share (the "Common Stock"), included under the caption "Description of
Capital Stock" in the Prospectus.
All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
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 subsequently filed document which also is
incorporated or 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 8.75 of the Illinois Business Corporation Act provides
generally and in pertinent part that an Illinois corporation may indemnify its
directors and officers against expenses (in the case of actions by or in the
right of the corporation) or against expenses, judgments, fines and settlements
(in all other cases) actually and reasonably incurred by them in connection with
any action, suit or proceeding if, in connection with the matters in issue, they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation and, in connection with any
criminal suit or proceeding, if in connection with the matters in issue, they
had no reasonable cause to believe their conduct was unlawful. Section 8.75
further permits an Illinois corporation to grant to its directors and officers
additional rights of indemnification through bylaw provisions, agreements, votes
of shareholders or interested directors or otherwise, to purchase indemnity
insurance on behalf of such indemnifiable persons and to advance to such
indemnifiable persons expenses incurred in defending a suit or proceeding upon
receipt of certain undertakings.
The Registrant's Articles of Incorporation provide for the
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Section 8.75. In that regard, the Articles of Incorporation
provide that the Registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer or member of
another corporation,
-3-
<PAGE>
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of such corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Indemnification in connection with an action or suit
by or in the right of such corporation to procure a judgment in its favor will
be limited to payment of settlement of such an action or suit except that no
such indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the indemnifying corporation unless
and only to the extent that the court in which such action or suit was brought
shall determine that, despite the adjudication of liability but in consideration
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper. In
addition, all of the Registrant's directors and officers are covered by
insurance policies maintained by the Registrant against certain liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement
on Form S-1 (Registration File No. 333-63241).
3.2 By-laws of the Registrant, incorporated by reference to Exhibit 3.1
of the Registrant's Registration Statement on Form S-1
(Registration File No. 333-63241).
4.1 Form of Specimen Stock Certificate of the Registrant, incorporated
by reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1 (Registration File No. 333-63241).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of the Common Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included in Part II of Registration Statement).
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 of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or 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; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
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
with or furnished to the Commission 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; (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; and (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.
-4-
<PAGE>
(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, 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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
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 and will be governed by the final
adjudication of such issue.
-5-
<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 Chicago, State of Illinois, on April 29, 1999.
ARGOSY EDUCATION GROUP, INC.
By: /s/ Harold J. O'Donnell
-------------------------------
Harold J. O'Donnell
President
ARGOSY EDUCATION GROUP, INC.
By: /s/ Charles T. Gradowski
--------------------------------
Charles T. Gradowski
Chief Financial Officer
Pursuant to the requirements of the Securities Act, the Argosy Education
Group, Inc. Employee Stock Discount Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Park City, State of Utah, on April 29, 1999.
ARGOSY EDUCATION GROUP, INC.
EMPLOYEE STOCK DISCOUNT
PURCHASE PLAN
By: /s/ Charles T. Gradowski
-------------------------------
Charles T. Gradowski
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Michael C. Markovitz, Harold J. O'Donnell
and Charles T. Gradowski, signing singly, their true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for them and in
their name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
* * * *
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in the
capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold J. O'Donnell President, Director (Principal April 29, 1999
---------------------------- Executive Officer)
Harold J. O'Donnell
/s/ Charles T. Gradowski Chief Financial Officer (Principal April 29, 1999
---------------------------- Accounting and Financial Officer)
Charles T. Gradowski
/s/ Michael C. Markovitz Chairman of the Board, Director April 29, 1999
----------------------------
Michael C. Markovitz
/s/ Leslie M. Simmons Director April 29, 1999
- -----------------------------
Leslie M. Simmons
/s/ Theodore J. Herst Director April 29, 1999
----------------------------
Theodore J. Herst
/s/ Michael W. Mercer Director April 29, 1999
----------------------------
Michael W. Mercer
/s/ Karen M. Knab Director April 29, 1999
----------------------------
Karen M. Knab
/s/ Kalman K. Shiner Director April 29, 1999
----------------------------
Kalman K. Shiner
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description of Document
- -------- -----------------------
3.1 Certificate of Incorporation of the Registrant, incorporated by reference
to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1
(Registration File No. 333-63241).
3.2 By-laws of the Registrant, incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1 (Registration File
No. 333-63241).
4.1 Form of Specimen Stock Certificate, incorporated by reference to Exhibit
4.1 of the Registrant's Registration Statement on Form S-1 (Registration
File No. 333-63241).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the Shares of
the Common Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of Registration Statement).
<PAGE>
Exhibit 5.1
[K&E LETTERHEAD]
May 4, 1999
Re: Argosy Education Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Argosy Education Group, Inc., an
Illinois corporation (the "Company"), in connection with the proposed
registration by the Company of 375,000 shares (the "Shares") of its Class A
Common Stock, par value $.01 per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Commission") on the date hereof under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares are to be issued by the Company to certain employees of the Company and
its subsidiaries pursuant to the Argosy Education Group, Inc. Employee Stock
Discount Purchase Plan (the "Plan").
In that connection, we have examined such corporate proceedings, documents,
records and matters of law as we have deemed necessary to enable us to render
this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally; (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law); (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies; and (iv) any laws except the internal laws of the State of
Illinois and the federal law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:
(1) The Plan has been duly adopted by the Board of Directors of the
Company.
<PAGE>
(2) The Shares are duly authorized and validly reserved for issuance
pursuant to the Plan and, when: (i) the Registration Statement becomes effective
under the Act; (ii) the Shares are issued in accordance with the terms of the
Plan; (iii) the recipient provides the full consideration for such Shares as
required by the terms of the Plan (assuming in each case the consideration
received by the Company is at least equal to $0.01 per share); and (iv)
certificates representing the Shares have been duly executed and delivered on
behalf of the Company and duly countersigned by the Company's transfer
agent/registrar, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or the federal law of the United States be
changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 11, 1998
(except with respect to the matters discussed in the second paragraph of Note 12
and Note 14, as to which the dates are December 30, 1998 and March 4, 1999)
included in Argosy Education Group, Inc.'s Registration Statement (No.
333-70747) filed on Form S-1 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
April 30, 1999
