-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KCVhCy7PrdF3d1CTrai6fXiBj03X3RLxLHU+2hT5I8f4EL5nwvMge/m0F8a15vy3 fhJ5EXFKuJq8b42Q5rPSWw== 0001157523-05-007498.txt : 20050816 0001157523-05-007498.hdr.sgml : 20050816 20050815175913 ACCESSION NUMBER: 0001157523-05-007498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050809 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVRY INC CENTRAL INDEX KEY: 0000730464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363150143 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13988 FILM NUMBER: 051028506 BUSINESS ADDRESS: STREET 1: ONE TOWER LN STREET 2: SUITE 1000 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6305717700 MAIL ADDRESS: STREET 1: ONE TOWER LANE CITY: OAKBROOK STATE: IL ZIP: 60181 8-K 1 a4953286.txt DEVRY INC., 8-K 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): August 9, 2005 DEVRY INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-13988 36-3150143 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) ONE TOWER LANE OAKBROOK TERRACE, IL 60181 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 571-7700 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 the 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 (excluding exhibits): 5 1 DEVRY INC. FORM 8-K INDEX Page No. Item 1.01 - Entry into a Material Definitive Agreement 3 Item 9.01 - Financial Statements and Exhibits 3 Signatures 4 Exhibit Index 5 2 Item 1.01. Entry into a Material Definitive Agreement. On August 9, 2005, DeVry Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") with Dennis J. Keller, the Board Chair of the Company's Board of Directors ("Keller"), and DeVry University, Inc. The Letter Agreement amends that certain 2002 Employment Agreement, dated as of July 1, 2002, among the Company, Keller and DeVry University, Inc., which had previously been amended by that certain letter agreement, dated November 2, 2004, between the Company and Keller (collectively, the "Original Employment Agreement"). A complete copy of the Letter Agreement is filed with this Current Report as Exhibit 10.3 and incorporated herein by this reference. The Letter Agreement provides for, among other things, the following: (i) an amendment of Section 2(b) of the Original Employment Agreement to provide that Keller is not obligated to devote more than one-half of his business time (as opposed to substantially all of his business time, as required pursuant to the Original Employment Agreement) to the performance of his duties, responsibilities and obligations under his terms of employment; (ii) an amendment of Section 5(a) of the Original Employment Agreement to provide that, effective as of August 9, 2005, Keller's annual base salary is $323,044, as amended from the previous annual rate of $646,088; (iii) an amendment of the Original Employment Agreement to delete Section 5(b) thereto in its entirety, which section had required the Company to pay to Keller an annual bonus as determined and approved by the Board of Directors of the Company in the Board's sole discretion; and (iv) an agreement and acknowledgment by the parties to the Letter Agreement that Keller's term of employment with the Company pursuant to the Original Employment Agreement shall be terminated on June 30, 2006 and that such termination shall not be deemed a termination for "Cause", a "resignation or retirement that is not a Qualified Resignation or Retirement" or a "Constructive Dismissal" (as those terms are defined in the Original Employment Agreement). Except in the case of death, disability, constructive dismissal or a resignation or retirement, following June 30, 2006 Keller shall be employed by the Company as a senior advisor pursuant to a Senior Advisor Agreement, by and between the Company, DeVry University, Inc. and Keller dated as of July 1, 2002. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description - ------ ----------- 10.1 Employment Agreement, dated as of July 1, 2002, by and between DeVry Inc., DeVry University, Inc. and Dennis J. Keller (incorporated by reference to Exhibit 10(a) to the Company's Form 10-Q for the quarter ended December 31, 2002). 10.2 Letter Agreement, dated as of November 2, 2004, by DeVry Inc. and agreed by Dennis J. Keller. 10.3 Letter Agreement, dated August 9, 2005, by DeVry Inc. and DeVry University, Inc. and accepted and agreed by Dennis J. Keller. 10.4 Senior Advisor Agreement, dated as of July 1, 2002, by and between DeVry Inc., DeVry University, Inc. and Dennis J. Keller (incorporated by reference to Exhibit 10(b) to the Company's Form 10-Q for the quarter ended December 31, 2002). 3 SIGNATURES 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 hereunto duly authorized. DEVRY INC. Date: August 15, 2005 By: /s/ Ronald L. Taylor --------------------------------- Ronald L. Taylor Chief Executive Officer Date: August 15, 2005 By: /s/ Norman M. Levine --------------------------------- Norman M. Levine Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10.1 Employment Agreement, dated as of July 1, 2002, by and between DeVry Inc., DeVry University, Inc. and Dennis J. Keller (incorporated by reference to Exhibit 10(a) to the Company's Form 10-Q for the quarter ended December 31, 2002). 10.2 Letter Agreement, dated as of November 2, 2004, by DeVry Inc. and agreed by Dennis J. Keller. 10.3 Letter Agreement, dated August 9, 2005, by DeVry Inc. and DeVry University, Inc. and accepted and agreed by Dennis J. Keller. 10.4 Senior Advisor Agreement, dated as of July 1, 2002, by and between DeVry Inc., DeVry University, Inc. and Dennis J. Keller (incorporated by reference to Exhibit 10(b) to the Company's Form 10-Q for the quarter ended December 31, 2002). 5 EX-10.2 2 a4953286ex10_2.txt EXHIBIT 10.2 Exhibit 10.2 November 2, 2004 Mr. Dennis J. Keller 1155 35th Street Oak Brook, IL 60523 Dear Dennis: This letter confirms your re-election and continuation of the office and position of Chairman of the Board of Directors of DeVry Inc. ("DeVry"), and relinquishment of your title and duties as Co-Chief Executive Officer of DeVry, effective July 1, 2004, as you proposed and as mutually agreed by the Board of Directors and you on June 22, 2004. Your duties and responsibilities as Chairman shall be modified to include those specific duties and responsibilities set forth in the minutes of that Board meeting, as well as such other duties as the Board and you from time to time agree. The office and position and these duties for DeVry are in accordance with Section 1 of your 2002 Employment Agreement with DeVry and DeVry University, Inc., dated as of July 1, 2002, and the by-laws by DeVry. No change is contemplated to the term of your employment, which will continue until June 30, 2005 and thereafter, as provided in Section 3(a) of your 2002 Employment Agreement, or your subsequent succession to Senior Advisor status as provided under Section 4 of your 2002 Employment Agreement and your Senior Advisor Agreement with DeVry and DeVry University, Inc. also dated July 1, 2004. Effective July 1, 2004, you base salary shall be an annual rate of $646,088, which amount shall be your "base salary" provided under Section 5(a) and for all other purposes under your 2002 Employment Agreement. In all other respects, your 2002 Employment Agreement is affirmed, ratified and continued, as modified hereby. Please signify your agreement by your signature below. We are delighted with your new role and look forward to many continuing years of your active contributions to DeVry's success. Sincerely, - ----------------------------- --------------------------- Thurston Manning, Chairman Dennis J. Keller Compensation Committee DeVry Inc. Board of Directors EX-10.3 3 a4953286ex10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 August 9, 2005 Dennis J. Keller 1155 35th Street Oak Brook, IL 60523 Dear Dennis: Reference is made to the 2002 Employment Agreement by and between you, DeVry Inc., and DeVry University, Inc. dated as of July 1, 2002, as amended by the November 2, 2004 letter agreement between you and DeVry Inc. (as so amended, the "Keller Employment Agreement"). By the terms of this letter agreement (the "2005 Letter Agreement") you, DeVry Inc., and DeVry University, Inc. wish to amend certain provisions of the Keller Employment Agreement, pursuant to Section 17 of the Keller Employment Agreement. Section 2 (b) of the Keller Employment Agreement is hereby amended to read as follows: During the Term of Employment, the Executive shall not be obligated to devote more than one-half of his business time, but shall devote his energy and skill, as may be reasonably necessary for the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness and during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement), consistent with past practices. Notwithstanding anything in Section 5 (a) of the Keller Employment Agreement to the contrary, it is agreed that your base salary, pursuant to the Keller Employment Agreement, shall be at a rate of $323,044 per annum, effective the date of this Agreement. It is hereby agreed that Section 5 (b) of the Keller Employment Agreement is deleted and shall have no further force or effect. It is hereby further agreed and acknowledged that the undersigned have received notice from you of your decision not to continue the Term of Employment (as that term is used and defined in the Keller Employment Agreement). You and we hereby mutually further agree, pursuant to Section 3 (a) of the Keller Employment Agreement, that the Term of Employment will be terminated on June 30, 2006. August 9, 2005 Dennis J. Keller Page Two It is hereby further agreed that, for purposes of Section 4 (a) of the Keller Employment Agreement, termination of the Term of Employment on June 30, 2006 as described above shall not be deemed (i) termination for Cause or (ii) "a resignation or retirement that is not a Qualified Resignation or Retirement" (as those terms are used and defined in the Keller Employment Agreement). It is hereby further agreed that nothing set forth in this 2005 Letter Agreement shall constitute or be the basis for a "Constructive Dismissal," as that term is used and defined in Sections 3 (d) and 4 (a) of the Keller Employment Agreement. Except as expressly set forth above, the provisions of the Keller Employment Agreement shall remain in effect, in accordance with its terms. If the foregoing is acceptable to you, please so indicate by signing three copies of this letter in the space indicated below. Yours very truly, DeVry Inc. DeVry University, Inc. By: By: --------------------- --------------------- By: By: --------------------- --------------------- The foregoing terms and conditions are accepted and agreed to. - --------------------------- Dennis J. Keller -----END PRIVACY-ENHANCED MESSAGE-----