a50627739.htm
 
As filed with the Securities and Exchange Commission on May 9, 2013
 
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933

DEVRY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
  
36-3150143
(I.R.S. employer
identification no.)
 
3005 Highland Parkway
Downers Grove, Illinois 60515
(Address of principal executive offices, including zip code)
 
DEVRY INC. INCENTIVE PLAN OF 2005
(Full title of the plan)
 
Gregory S. Davis
Senior Vice President, General Counsel and Corporate Secretary
DeVry Inc.
3005 Highland Parkway
Downers Grove, Illinois 60515
(Name and address of agent for service)
 
(630) 515-7700
(Telephone number, including area code, of agent for service)
 
With a copy to:
 
Lauralyn G. Bengel
Schiff Hardin LLP
233 South Wacker Drive
66th Floor
Chicago, Illinois 60606
(312) 258-5670
 
 
      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
x
 Accelerated filer 
¨
       
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
 Smaller reporting company
¨
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
         
 
 
Title of Securities to be Registered
 
Amount
to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
 
Amount of
registration fee
DeVry Inc. Common Stock, par value
$.01 per share (including Common
Stock Purchase Rights)
 
3,000,000(2)
 
$27.83(1)
 
$83,490,000(1)
 
$11,388.04(1)
 
  (1) Estimated on the basis of $27.83 per share, the average of the high and low sales prices of DeVry Inc. Common Stock as reported on the New York Stock Exchange on May 6, 2013 pursuant to Rule 457(c) and (h) of the Securities Act of 1933.
     
  (2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
     
 
 
 
2
 
 
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”
 
The contents of the Registration Statement on Form S-8 (File No. 333-130604), filed by the Registrant with the Securities and Exchange Commission on December 22, 2005, registering shares of its Common Stock, par value $0.01 per share, issuable under the Plan, and the Post-Effective Amendment No. 1 thereto, filed on January 9, 2006, are hereby incorporated by reference.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
All information required in the Registration Statement (other than the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-130604) or the Post-Effective Amendment No. 1 thereto, as described above, and is incorporated herein by reference.
 
Item 8.   Exhibits.
 
The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.
 
 
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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 this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, State of Illinois, on this 9th day of May, 2013.
 

  DEVRY INC.
  (Registrant) 
     
     
     
  By:  /s/ Daniel M. Hamburger
   
Daniel M. Hamburger
   
President and Chief Executive Officer

 
Each person whose signature appears below appoints Daniel M. Hamburger and Gregory S. Davis, or each of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any pre-effective or post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that either of said attorneys shall do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and the 9th day of May, 2013.
 
 
Signature
  
Title
     
/s/ Harold T. Shapiro  
Board Chair and Director
Harold T. Shapiro
  
 
     
/s/ Daniel M. Hamburger   President and Chief Executive Officer 
Daniel M. Hamburger
  
(Principal Executive Officer)
     
/s/ Timothy J. Wiggins   Senior Vice President and Chief Financial 
Timothy J. Wiggins
  
Officer (Principal Financial Officer)
     
/s/ Patrick J. Unzicker   Vice President, Finance and Chief Accounting 
Patrick J. Unzicker
  
Officer (Principal Accounting Officer)
 
 
4
 
 
/s/ Christopher B. Begley  
Director
Christopher B. Begley
  
 
     
/s/ David S. Brown  
Director
David S. Brown
  
 
     
/s/ Connie R. Curran  
Director
Connie R. Curran
  
 
     
/s/ Darren R. Huston  
Director
Darren R. Huston
  
 
     
/s/ William T. Keevan  
Director
William T. Keevan
  
 
     
/s/ Lyle Logan  
Director
Lyle Logan
  
 
     
/s/ Alan G. Merten  
Director
Alan G. Merten
  
 
     
/s/ Fernando Ruiz  
Director
Fernando Ruiz
  
 
     
/s/ Ronald L. Taylor  
Director
Ronald L. Taylor
  
 
     
/s/ Lisa W. Wardell  
Director
Lisa W. Wardell
  
 
 
 
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INDEX TO EXHIBITS

Exhibit
Number
 
Exhibit
   
4.1
Restated Certificate of Incorporation of DeVry Inc., as amended, (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form S-8 dated December 22, 2005, Exhibit 3.2 to the Registrant’s Form 8-K dated November 7, 2007 and Exhibit 3.1 to the Registrant’s Form 8-K dated November 7, 2012)
   
4.2
Amended and Restated By-Laws of DeVry Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated February 11, 2009)
 
4.3
DeVry Inc. Amended and Restated Incentive Plan of 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K dated November 10, 2010)
 
4.4
Rights Agreement between DeVry, Inc. and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form 8-A dated November 23, 2004)
 
5
Opinion of Schiff Hardin LLP
 
23.1
Consent of PricewaterhouseCoopers LLP
 
23.2
Consent of Schiff Hardin LLP (contained in the Opinion filed as Exhibit 5)
 
24
Power of Attorney (contained on the signature pages hereto)
 
 
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