As filed with the Securities and Exchange Commission on May 3, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
ADTALEM GLOBAL EDUCATION 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.) |
500 West Monroe Chicago, Illinois 60661
(Address of principal executive offices, including zip code)
ADTALEM GLOBAL EDUCATION INC. FOURTH AMENDED AND RESTATED INCENTIVE PLAN OF 2013
(Full title of the plan)
Patrick J. Unzicker
Senior Vice President, Chief Financial Officer and Treasurer Adtalem Global Education Inc.
500 West Monroe Chicago, Illinois 60661
(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) 258-5500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ¨ |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be registered |
Proposed maximum offering price per share(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee |
| Adtalem Global Education Inc. Common Stock, par value $0.01 per share | 3,300,000 (1) | $47.84 (2) | $157,872,000.00 | $19,655.06 |
| (1) | 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 outstanding shares of Common Stock. | |
| (2) | Estimated on the basis of $47.84 per share, the average of the high and low sales prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on April 26, 2018 (see Rules 457(c) and (h) of the Securities Act of 1933). |
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. 333-193021), filed by the Registrant with the Securities and Exchange Commission on December 20, 2013, registering shares of its common stock, $0.01 par value per share, issuable 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 information set forth in the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-193021), 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.
| 2 |
SIGNATURES
The Registrant. 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 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 the 8th day of November, 2017.
| ADTALEM GLOBAL EDUCATION INC. | ||
| (Registrant) | ||
| By: | /s/ Lisa W. Wardell | |
| Lisa W. Wardell | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below appoints each of Lisa W. Wardell and Patrick J. Unzicker as such person’s true and lawful attorney to execute in the name of each such person, and to file, any amendments to this Registration Statement that such attorney deems necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations, and requirements of the Securities and Exchange Commission with respect thereto, in connection with the registration of the shares of Common Stock (and the related Common Stock Purchase Rights attached thereto) that are subject to this Registration Statement, which amendments may make such changes in such Registration Statement as the above-named attorneys deem 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 said attorneys will do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE |
DATE | ||
|
/s/ Lisa W. Wardell Lisa W. Wardell |
President and Chief Executive Officer; Director (Principal Executive Officer) | May 3, 2018 | ||
|
/s/ Patrick J. Unzicker Patrick J. Unzicker |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | May 3, 2018 | ||
| 3 |
|
/s/ William W. Burke William W. Burke |
Director | May 3, 2018 | ||
|
/s/ Ann Weaver Hart Ann Weaver Hart |
Director | May 3, 2018 | ||
|
/s/ Kathy Boden Holland Kathy Boden Holland |
Director | May 3, 2018 | ||
|
/s/ Lyle Logan Lyle Logan |
Director | May 3, 2018 | ||
|
/s/ Michael W. Malafronte Michael W. Malafronte |
Director | May 3, 2018 | ||
|
/s/ Ronald L. Taylor Ronald L. Taylor |
Director | May 3, 2018 | ||
|
/s/ James D. White James D. White |
Director | May 3, 2018 |
| 4 |
INDEX TO EXHIBITS
| 5 |