As filed with the Securities and Exchange Commission on October 16, 1995
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APOLLO GROUP, INC.
------------------
(Exact name of registrant as specified in its charter)
ARIZONA 86-0419443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4615 EAST ELWOOD STREET, PHOENIX, ARIZONA 85040
(Address of principal executive offices, including zip code)
APOLLO GROUP, INC. LONG-TERM INCENTIVE PLAN
(Full title of plan)
Jon S. Cohen, Esq.
SNELL & WILMER L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(Name and address of agent for service)
(602) 382-6000
(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sale: As soon as practicable
after the Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share* Price Fee
- -----------------------------------------------------------------------------
Class A Common Stock, no
par value 1,000,000 $27.00 $27,000,000 $9,311
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee using the average of the high and low price of the
Registrant's Class A Common Stock on October 11, 1995.
This Registration Statement also relates to Form S-8 Registration
Statement No. 33-88984, the contents of which are incorporated herein by this
reference pursuant to General Instruction E to Form S-8. Under such
Registration Statement the Registrant registered 1,200,000 shares (as
adjusted for the 4-for-3 stock split approved on March 24, 1995, and the
3-for-2 stock split approved on August 24, 1995) of Class A Common Stock for
issuance under the Apollo Group, Inc. Long-Term Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Phoenix, State of Arizona, on
October 16, 1995.
APOLLO GROUP, INC.
an Arizona corporation
By: /s/ John G. Sperling
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President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ John G. Sperling Chairman of the Board October 16, 1995
- ------------------------- of Directors and President
John G. Sperling (Principal Executive Officer)
/s/ William H. Gibbs Senior Vice President and October 16, 1995
- ------------------------- Director
William H. Gibbs
/s/ Jerry F. Noble Senior Vice President and October 16, 1995
- ------------------------- Director
Jerry F. Noble
/s/ John D. Murphy Senior Vice President of October 16, 1995
- ------------------------- Institutional Affairs and
John D. Murphy Director
/s/ Peter V. Sperling Vice President of October 16, 1995
- ------------------------- Administration, Secretary,
Peter V. Sperling Treasurer and Director
/s/ James W. Hoggatt Vice President of Finance October 16, 1995
- ------------------------- and Chief Financial Officer
James W. Hoggatt (Principal Financial and
Accounting Officer)
/s/ Dino J. DeConcini Director October 16, 1995
- -------------------------
Dino J. DeConcini
/s/ J. Jorge Klor de Alva Director October 16, 1995
- -------------------------
J. Jorge Klor de Alva
/s/ Thomas C. Weir Director October 16, 1995
- -------------------------
Thomas C. Weir
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EXHIBIT INDEX
Page or
Exhibit Method
Number Description of Exhibit of Filing
------- --------------------------------------------- ---------------
5 Opinion re Legality Page 5
23.1 Consent of Price Waterhouse LLP Page 6
23.2 Consent of Snell & Wilmer L.L.P. See Exhibit 5
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EXHIBIT 5
OPINION RE LEGALITY
October 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Apollo Group, Inc. Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Apollo Group, Inc., an Arizona corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to
the registration of an additional 1,000,000 shares of its Class A Common
Stock, no par value (the "Shares"), issuable pursuant to the Company's
Long-Term Incentive Plan (the "Plan"). The Registration Statement also
relates to Form S-8 Registration Statement No. 33-88984.
In that connection, we have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and Bylaws of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Arizona.
2. The Shares, when issued and sold in accordance with the terms of the
Plan, will be validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SNELL & WILMER L.L.P.
- -------------------------
SNELL & WILMER L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 4, 1994 relating to the
consolidated financial statements of Apollo Group, Inc., which appears in the
Prospectus filed with the Securities and Exchange Commission on December 7,
1994 (File No. 33-83804) pursuant to Rule 424(b) of the Securities Act of
1993 (the Prospectus). We also consent to the application of such report to
the Financial Statement Schedules for the three years ended August 31, 1994
listed under Item 16(b) of the Registration Statement on Form S-1, of which
the Prospectus constitutes a part, when such schedules are read in
conjunction with the financial statements referred to in our report.
PRICE WATERHOUSE LLP
Phoenix, Arizona
October 12, 1995
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