a50932043.htm
 
As filed with the Securities and Exchange Commission on August 27, 2014
 
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 Education Group 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 EDUCATION GROUP INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
(Full title of the plan)
 
Gregory S. Davis
Senior Vice President, General Counsel and Corporate Secretary
DeVry Education Group 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, Suite 6600
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  o
         
Non-accelerated filer  o (Do not check if a smaller reporting company)    Smaller reporting company  o
 
 
 
 
 
 
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
  
 Deferred Compensation Obligations
 
$10,000,000(1)
 
$0
 
$10,000,000
 
$1,288.00
  
 (1) 
Deferred Compensation Obligations represent general unsecured obligations of the Registrant to pay deferred compensation in accordance with the above-referenced Plan.
  
 
 
 
 
 
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. 333-169222), filed by the Registrant with the Securities and Exchange Commission on September 3, 2010, registering among other things, Deferred Compensation Obligations under the Plan, 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. 333-169222), 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.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 27th day of August, 2014.
 
 
 
DEVRY EDUCATION GROUP 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, as amended, this Registration Statement has been signed on the 27th day of August, 2014, by the following persons in the capacities indicated below.
 
Signature
  
Title
  
       
/s/ Connie R. Curran
  
Board Chair and Director
  
Connie R. Curran
      
       
/s/ Daniel M. Hamburger
  
President and Chief Executive Officer
 
Daniel M. Hamburger
   (Principal Executive Officer) and Director   
       
/s/ Timothy J. Wiggins
  
Senior Vice President, Chief Financial Officer
  
Timothy J. Wiggins
   and Treasurer (Principal Financial Officer)  
       
/s/ Patrick J. Unzicker
  
Vice President, Finance and Chief Accounting Officer
 
Patrick J. Unzicker
  
(Principal Accounting Officer)
  
       
 
 
 
 
 
/s/ Christopher B. Begley
  
                       Director
  
Christopher B. Begley
      
       
/s/ David S. Brown
  
                       Director
  
David S. Brown
      
       
/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
      
 
 
 
 
 
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the in the City of Downers Grove, State of Illinois, on the 27th day of August, 2014.

 
DEVRY EDUCATION GROUP INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
  
     
     
  /s/ Christopher B. Begley   
 
Christopher B. Begley
Member, Compensation Committee
  
     
     
  /s/ Lyle Logan   
 
Lyle Logan
Member, Compensation Committee
  
     
     
 
/s/ Fernando Ruiz
  
 
Fernando Ruiz
Member, Compensation Committee
  
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
 
Exhibit
   
4.1
Restated Certificate of Incorporation of DeVry Education Group Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q dated February 4, 2014).
   
4.2
Amended and Restated By-Laws of DeVry Education Group Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K dated August 26, 2014).
   
4.3
DeVry Education Group Inc. Non-Qualified Deferred Compensation Plan
   
4.4
Rights Agreement between DeVry Education Group 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)