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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Exact name of registrant as specified in its charter.)
Delaware 36-3150143
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
One Tower Lane, Ste. 1000, Oakbrook Terrace, IL 60181
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(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
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Common Stock, $.01 par value
per share Chicago Stock Exchange
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(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
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Item 1. Description of Registrant's Securities to be Registered
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Common Stock, $.01 Par Value
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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
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1. All exhibits required by Instruction II to Item 2 will be
supplied to the Chicago Stock Exchange.
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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
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Marilynn J. Cason
Vice President, General Counsel
and Corporate Secretary
Date: May 8, 1996
