As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-22457
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DeVRY INC.
--------------
(Exact name of registrant as specified in its charter)
Delaware 36-3150143
(State of incorporation (I.R.S. Employer Identification Number)
One Tower Lane
Oakbrook Terrace, Illinois 60181
(630) 571-7700
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Marilynn J. Cason
Senior Vice President, General Counsel and Corporate Secretary
One Tower Lane
Oakbrook Terrace, Illinois 60181
(630) 571-7700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Philip J. Niehoff Lawrence D. Levin
Mayer, Brown & Platt Mark D. Wood
190 South LaSalle Street Katten Muchin & Zavis
Chicago, Illinois 60603 525 West Monroe Street
Chicago, Illinois 60661
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DeVRY INC. (the "Company") hereby amends this Registration Statement
for the purpose of withdrawing from registration hereunder 46,000 shares of
common stock, $.01 par value per share (the "Shares"). Pursuant to the
terms of the offering as described in the preliminary prospectus dated
March 5, 1997, the Company was to sell 1,200,000 shares, and certain
selling stockholders were to sell 600,000 shares in the offering. The
selling stockholders also granted an over-allotment option to the
underwriters for 15 percent of the total size of the offering. As the
offering was completed, however, (and as described in the final prospectus
dated March 26, 1997) those certain selling stockholders sold only 560,000
shares, thereby reducing the total size of the offering, including the
over-allotment option, by 46,000 shares. The Company is, therefore, by
this post-effective amendment, removing from registration the 46,000 shares
not sold as part of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace and State of
Illinois on the 17th day of April, 1997.
DeVRY INC.
By: /S/ DENNIS J. KELLER
----------------------------------
Dennis J. Keller
Chairman of the Board and Chief
Executive Officer
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 indicated on the 17th day of April, 1997.
Signature Title
*
- -------------------------------- Chairman of the Board and Chief
Dennis J. Keller Executive Officer
*
- --------------------------------- Director, President and Chief
Ronald L. Taylor Operating Officer
*
- --------------------------------- Vice President, Controller and Chief
Norman M. Levine Financial Officer (principal financial
officer and principal accounting
officer)
*
- --------------------------------- Director
Ewen M. Akin
*
- --------------------------------- Director
Charles A. Bowsher
*
- --------------------------------- Director
David S. Brown
*
- --------------------------------- Director
Ann Ida Gannon, BVM
*
- ---------------------------------- Director
Robert E. King
*
- ---------------------------------- Director
Frederick A. Krehbiel
*
- ---------------------------------- Director
Robert C. McCormack
*
- ---------------------------------- Director
Julie A. McGee
*
- ---------------------------------- Director
Thurston E. Manning
*
- ---------------------------------- Director
Hugo J. Melvoin
*By: /S/ DENNIS J. KELLER
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Dennis J. Keller
Attorney-in-fact
