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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 23, 2006
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DeVRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-13988 36-3150143
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE TOWER LANE, OAKBROOK TERRACE, IL 60181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630)571-7700
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Total number of pages: 6
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DEVRY INC.
FORM 8-K INDEX
Page No.
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Item 5.02 - Departure of Director or Principal Officers;
Election of Directors; Appointment of Principal Officers 3-4
Item 9.01 - Financial Statements and Exhibits 4
Signatures 4
Exhibit 99.1 5-6
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Item 5.02 - Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers
On February 24, 2006, DeVry Inc. announced that Ronald L. Taylor, DeVry's
chief executive officer, would become senior advisor to the company, and
Daniel M. Hamburger, the company's president and chief operating officer,
would succeed him as chief executive officer, effective following the
annual meeting of shareholders on November 15, 2006. A copy of the press
release announcing that Mr. Taylor would become a senior advisor to the
Company and that Mr. Hamburger would succeed Mr. Taylor as chief executive
officer of the Company is attached hereto as Exhibit 99.1.
At the board meeting held on February 23, 2006, Mr. Taylor, DeVry's co-
founder and chief executive officer, provided notice to the board of
directors of his intent to transition to the role of senior advisor, in
accordance with provisions of the 2002 Employment Agreement between Mr.
Taylor and the company dated as of July 1, 2002. Mr. Taylor will assist in
the transition of responsibilities and will continue to serve on DeVry's
board of directors.
Mr. Hamburger, 42, joined DeVry in November 2002 as an executive vice
president with responsibility for the Company's online programs and Becker
Professional Review division. In July 2004, Mr. Hamburger was appointed
president and chief operating officer of the Company.
Prior to joining the Company, Mr. Hamburger was chairman and chief
executive officer of Indeliq, a developer of simulation-based training
software, which merged with Accenture Learning in 2002. From 1998 to 2000,
he was president of W.W. Grainger's Internet Commerce Division.
Mr. Hamburger was not selected pursuant to any arrangement or understanding
between him and any other person. There has been no transaction, or
proposed transaction, since July 1, 2005 to which the Company was or is to
be a party, and in which Mr. Hamburger or any member of his immediate
family had or is to have a direct or indirect material interest. There are
no family relationships between Mr. Hamburger and any of the Company's
other directors, executive officers or persons nominated or chosen by the
Company to become directors or executive officers.
The Company has an employment agreement with Mr. Hamburger, dated as of
November 11, 2002. The agreement provides for an initial base salary,
annual salary increases and annual bonuses for an initial term of
employment ending November 10, 2005, which continues thereafter until
either Mr. Hamburger or the Company provides the other with at least
180 days' notice. Mr. Hamburger's employment terminates 180 days after the
delivery of such notice, unless earlier terminated. The employment
agreement provides that it may be terminated by the Company upon (1) the
death of Mr. Hamburger, (2) his physical or mental disability that prevents
him from performing his duties for a continuous period of 180 days, or
(3) for cause (as defined in the employment agreement). Mr. Hamburger may
terminate the agreement if (1) he is not accorded the authority, duties,
obligations and prerogatives set forth in the agreement, (2) such
authority, duties, obligations or prerogatives are materially or
substantially reduced, (3) he is not paid or reimbursed amounts due him
under the agreement, or (4) the Company otherwise fails to observe its
obligations under the agreement. In the event the Company terminates the
agreement or fails to continue or renew the agreement, or Mr. Hamburger
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terminates the agreement for any reason stated in the preceding sentence,
he is entitled to severance payments equal to 12 times his monthly base
salary. In the event of his termination following a change in control, as
defined in the agreement, any unvested stock options will immediately vest
and the severance payment will be 24 times the monthly base salary, plus
prorated bonus.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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99.1 Press Release, dated February 24, 2006, issued by DeVry Inc.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEVRY INC.
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(REGISTRANT)
Date: February 24, 2006 /s/Ronald L. Taylor
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Ronald L. Taylor
Chief Executive Officer
Date: February 24, 2006 /s/Norman M. Levine
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Norman M. Levine
Senior Vice President and
Chief Financial Officer