<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION STATEMENT NO. 333-35465
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
-------------------------
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
(602) 966-5394
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
JAMES W. HOGGATT
VICE PRESIDENT OF FINANCE
AND CHIEF FINANCIAL OFFICER
APOLLO GROUP, INC.
4615 EAST ELWOOD STREET
PHOENIX, ARIZONA 85040
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
JON S. COHEN, ESQ.
CHRISTOPHER J. LITTLEFIELD, ESQ.
SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /x/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box./ /
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EXPLANATORY NOTE
Apollo Group, Inc. has prepared this Post-Effective Amendment No. 1 for
the sole purpose of filing with the Securities and Exchange Commission Exhibit
No. 23.2 to the Registration Statement. Post-Effective Amendment No. 1 does not
modify any provision of the Prospectus included in the Registration Statement;
accordingly, the related Prospectus has not been included herein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution
of the securities being registered are as follows:
<TABLE>
<S> <C>
SEC Registration Fee ..................................... $ 5,303*
Nasdaq Listing Fee ....................................... $ 9,000
Legal Fees and Expenses .................................. $10,000
Accounting Fees and Expenses ............................. $10,000
Blue Sky Fees and Disbursements .......................... $ --
Miscellaneous ............................................ $ 2,697
-------
Total ............................................. $37,000
</TABLE>
* Previously paid.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit personal liability of
directors, to the Corporation or its shareholders, for monetary damages for
breach of their fiduciary duty as a director except to the extent such
limitation of liability is not permitted under Arizona law. Arizona law provides
that the liability of a director may not be eliminated or limited for (i)
transactions in which a director receives a financial benefit to which the
director is not entitled; (ii) an intentional infliction of harm on the
corporation or the shareholders; (iii) liability for unlawful distributions in
violation of Arizona law or the Articles of Incorporation or (iv) an intentional
violation of criminal law. In addition the Company's Bylaws provide that the
Company may indemnify any and all of its directors and officers, or former
directors and officers, to the fullest extent permitted by law or by the
Articles of Incorporation against claims and liabilities to which such persons
may become subject. Arizona law generally provides that indemnification is
permissible only when the director or officer acted in good faith and in a
manner reasonably believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. Subject to that standard of care
indemnification is mandatory under Arizona law for "outside directors" as
defined under Arizona law. Indemnification of directors is precluded in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with any other
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged liable on the basis that personal benefit was improperly received by
the director.
For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 17 hereof.
In addition, the Company is paying directors' and officers' liability
insurance for claims up to $5,000,000.
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT Page or
NUMBER Description Method of Filing
<S> <C> <C>
1 Letter Agreement between NEFE and *
BT Alex. Brown Inc., dated
September 23, 1997 and related
Indemnity Agreements
4 Restated and Amended Articles of Incorporated by reference to Exhibit
Incorporation of the Company 3.1 of the Company's Quarterly
Report on Form 10-Q for the
quarter ended November 30, 1996
5 Opinion of Snell & Wilmer, *
L.L.P.
10.1 Asset Purchase Agreement by *
and among National Endowment
for Financial Education(R), Apollo
Online, Inc., and Apollo Group,
Inc., dated August 21, 1997
10.2 Assignment and Amendment of *
Asset Purchase Agreement by and
among National Endowment for
Financial Education, the College
of Financial Planning, Inc., Apollo
Online, Inc., and Apollo Group, Inc.,
dated September 23, 1997.
23.1 Consent of Price Waterhouse LLP, *
Independent Accountants
23.2 Consent of Deloitte & Touche LLP, Filed herewith
Independent Accountants
23.3 Consent of Snell & Wilmer, Included in Exhibit 5
L.L.P.
24 Powers of Attorney *
</TABLE>
* Previously filed.
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ITEM 17. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended ("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.
(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.
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended (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 undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 Securities and Exchange 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Apollo
Group, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Phoenix and State of Arizona on September 23, 1997.
APOLLO GROUP, INC., an Arizona corporation
By /s/ JOHN G. SPERLING
-----------------------------------------
John G. Sperling
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ JOHN G. SPERLING Chairman of the Board, President and September 23, 1997
- -------------------------------------- Chief Executive Officer
John G. Sperling (Principal Executive Officer)
/s/ * Senior Vice President and Director September 23, 1997
- --------------------------------------
William H. Gibbs
/s/ * Senior Vice President and Director September 23, 1997
- --------------------------------------
Jerry F. Noble
/s/ * Vice President of Administration, September 23, 1997
- -------------------------------------- Secretary and Director
Peter V. Sperling
/s/ JAMES W. HOGGATT Vice President of Finance and Chief September 23, 1997
- -------------------------------------- Financial Officer (Principal Financial and
James W. Hoggatt Accounting Officer)
/s/ * Vice President of Business Development September 23, 1997
- -------------------------------------- and Director
J. Jorge Klor de Alva
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ * Director September 23, 1997
- -----------------
Thomas C. Weir
/s/ * Director September 23, 1997
- ---------------------
Dino J. DeConcini
*By: /s/ JAMES W. HOGGATT
- --------------------------
James W. Hoggatt
Attorney-in-Fact
</TABLE>
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Apollo Group, Inc. on Form S-3 of our report dated November 18, 1996 (August
21, 1997 as to Note 1) appearing in the Form 8-K of Apollo Group, Inc. dated
September 23, 1997 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Denver, Colorado
September 23, 1997
