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As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-______
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)
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ARIZONA 86-0419443
(State or other jurisdiction (I.R.S. EMPLOYER)
incorporation or organization) Identification No.)
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4615 E. Elwood Street
PHOENIX, ARIZONA 85040
(480) 966-5394
(Address of Principal Executive Offices) (Zip Code)
APOLLO GROUP, INC. 2000 STOCK INCENTIVE PLAN
APOLLO GROUP, INC. AMENDED AND RESTATED 1994 EMPLOYEE STOCK PURCHASE PLAN
APOLLO GROUP, INC. AMENDED AND RESTATED DIRECTOR STOCK PLAN
(Full title of the Plan)
Jon S. Cohen
SNELL & WILMER L.L.P.
One Arizona Center
Phoenix, AZ 85004-0001
(Name and Address of Agent for Service)
(602) 382-6247
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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====================== ================ ==================== =================== ===============
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO REGISTERED (1) PRICE PER SHARE OFFERING PRICE FEE (2)
BE REGISTERED
---------------------- ---------------- -------------------- ------------------- ---------------
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Class A Common 5,000,000 $36.03 (3) $180,150,000 $47,560
Stock, No Par Value shares
(Apollo Group, Inc.
2000 Stock Incentive
Plan)
---------------------- ---------------- -------------------- ------------------- ---------------
Class A Common 250,000 shares $36.03 (3) $ 9,007,500 $ 2,378
Stock, No Par Value
(Apollo Group, Inc.
Amended and Restated
Director Stock Plan)
---------------------- ---------------- -------------------- ------------------- ---------------
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University of 9,000,000 $14.00 (4) $126,000,000 $33,264
Phoenix Online shares
Common Stock, No Par
Value (Apollo Group,
Inc. 2000 Stock
Incentive Plan)
---------------------- ---------------- -------------------- ------------------- ---------------
University of 2,000,000 $14.00 (4) $ 28,000,000 $ 7,392
Phoenix Online shares
Common Stock, No Par
Value (Apollo Group,
Inc. 1994 Employee
Stock Purchase Plan)
---------------------- ---------------- -------------------- ------------------- ---------------
University of 100,000 shares $14.00 (4) $ 1,400,000 $ 370
Phoenix Online
Common Stock, No Par
Value (Apollo Group,
Inc. Amended and
Restated Director
Stock Plan)
---------------------- ---------------- -------------------- ------------------- ---------------
Total: 16,350,000 $344,557,500 $90,964
shares
====================== ================ ==================== =================== ===============
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(1) This registration statement also relates to Form S-8 Registration Statement
Nos. 33-87638, and 33-88482, the contents of which are incorporated herein
by this reference pursuant to General Instruction E to Form S-8. Under
Registration Statement No. 33-87638, Apollo Group, Inc. registered 3,375,000
shares of Class A Common Stock (as adjusted for the 4-for-3 stock split
approved on March 24, 1995, the 3-for-2 stock split approved on August 25,
1995, the 3-for-2 stock split approved on February 2, 1996, the 3-for-2
stock split approved on May 8, 1996, and the 3-for-2 stock split approved on
April 6, 1998) for issuance under the Apollo Group, Inc. 1994 Employee Stock
Purchase Plan. Under Registration Statement No. 33-88482, Apollo Group, Inc.
registered 675,000 shares of Class A Common Stock (as adjusted for the
4-for-3 stock split approved on March 24, 1995, the 3-for-2 stock split
approved on August 25, 1995, the 3-for-2 stock split approved on February 2,
1996, the 3-for-2 stock split approved on May 8, 1996, and the 3-for-2 stock
split approved on April 6, 1998) for issuance under the Apollo Group, Inc.
Director Stock Plan. Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement also covers such indeterminate
additional shares of Class A Common Stock and University of Phoenix Online
Common Stock as may become issuable as a result of stock splits, stock
dividends or other similar transactions.
(2) In accordance with Instruction E of Form S-8, the registration fee is being
paid with respect to newly registered securities only.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sale
prices of the Class A Common Stock on the Nasdaq National Market on
September 25, 2000.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the public offering price of
University of Phoenix Online common stock on September 27, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Rule 428
of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Apollo Group, Inc. with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 and are incorporated by reference into this Registration Statement:
1. Annual Report on Form 10-K, as amended, for the fiscal year
ended August 31, 1999 (File No. 0-25232);
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended May
31, 2000, February 29, 2000, as amended, and November 30, 1999
(File Nos. 0-25232);
3. Description of Apollo Group, Inc.'s Class A Common Stock and
University of Phoenix Online Common Stock contained in its
Prospectus dated September 27, 2000 (File No. 333-33370)
pursuant to Rule 424(b) of the Securities Act of 1933.
All documents subsequently filed by Apollo Group, Inc. 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 to this registration statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing such 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
Apollo Group, Inc.'s amended and restated 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 amended and restated articles of
incorporation or (iv) an intentional violation of criminal law. In addition
Apollo Group, Inc.'s Bylaws provide that Apollo Group, Inc. 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 amended and restated 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
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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.
In addition, Apollo Group, Inc. is paying directors' and officers'
liability insurance for claims up to $5,000,000.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
The Exhibit Index is located after the signature page on this
document.
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 the 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) 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;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and 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 of 1933, 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.
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(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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 September 28,
2000.
APOLLO GROUP, INC.
By: /s/ Todd S. Nelson
-----------------------------------
Todd S. Nelson, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes John G. Sperling, Todd S. Nelson and Kenda B. Gonzales, and
each of them , as attorneys-in-fact, to sign in his or her name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this registration statement.
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Signature Title Date
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/s/ John G. Sperling Chairman of the Board of Directors September 28, 2000
-------------------------- and Chief Executive Officer
John G. Sperling (Principal Executive Officer)
/s/ Todd S. Nelson President and Director September 28, 2000
--------------------------
Todd S. Nelson
/s/ Jerry F. Noble Senior Vice President and Director September 28, 2000
---------------------------
Jerry F. Noble
/s/ Peter V. Sperling Senior Vice President, Secretary, September 28, 2000
-------------------------- Treasurer and Director
Peter V. Sperling
/s/ Kenda B. Gonzales Chief Financial Officer (Principal September 28, 2000
-------------------------- Financial Officer and Principal
Kenda B. Gonzales Accounting Officer)
/s/ J. Jorge Klor de Alva Director September 28, 2000
--------------------------
J. Jorge Klor de Alva
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/s/ Dino J. DeConcini Director September 28, 2000
--------------------------
Dino J. DeConcini
Director September 28, 2000
--------------------------
Thomas C. Weir
/s/ John R. Norton Director September 28, 2000
--------------------------
John R. Norton III
/s/ Hedy F. Govenar Director September 28, 2000
--------------------------
Hedy F. Govenar
/s/ John Blair Director September 28, 2000
--------------------------
John Blair
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EXHIBIT INDEX
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Exhibit No. Description
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3.1 Form of Apollo Group, Inc. Amended and Restated Articles of Incorporation
(incorporated by reference to Annex B to Apollo Group, Inc.'s Proxy
Statement filed August 1, 2000)
3.2 Apollo Group, Inc. Bylaws (incorporated by reference to Exhibit 3.2 to
Apollo Group, Inc.'s Form 10-K for the fiscal year ended August 31, 1996)
5.1 Opinion of Snell & Wilmer L.L.P.
10.1 Form of Apollo Group, Inc. 2000 Stock Incentive Plan (incorporated by
reference to Annex C to Apollo Group, Inc.'s Proxy Statement filed August
1, 2000)
10.2 Form of Apollo Group, Inc. Amended and Restated 1994 Employee Stock
Purchase Plan (incorporated by reference to Annex D to Apollo Group, Inc.'s
Proxy Statement filed August 1, 2000)
10.3 Form of Apollo Group, Inc. Amended and Restated Director Stock Plan
(incorporated by reference to Annex E to Apollo Group, Inc.'s Proxy
Statement filed August 1, 2000)
15.1 Letter on Unaudited Interim Financial Information.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages to this Registration
Statement)
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