-----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, D/gnMe6QGcljffS1LAb1oofoQk41uW2Ai0UtOcm1KKsKTw0o/gcWwd3qmPOOCPJg 0klm9zdAWgvDLGA2GyubZQ== 0000929887-95-000007.txt : 19951017 0000929887-95-000007.hdr.sgml : 19951017 ACCESSION NUMBER: 0000929887-95-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951016 EFFECTIVENESS DATE: 19951104 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63429 FILM NUMBER: 95580850 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 2: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 S-8 1 As filed with the Securities and Exchange Commission on October 16, 1995 Registration No. ________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APOLLO GROUP, INC. ------------------ (Exact name of registrant as specified in its charter) ARIZONA 86-0419443 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4615 EAST ELWOOD STREET, PHOENIX, ARIZONA 85040 (Address of principal executive offices, including zip code) APOLLO GROUP, INC. LONG-TERM INCENTIVE PLAN (Full title of plan) Jon S. Cohen, Esq. SNELL & WILMER L.L.P. One Arizona Center Phoenix, Arizona 85004-0001 (Name and address of agent for service) (602) 382-6000 (Telephone number, including area code, of agent for service) Approximate Date of Commencement of Proposed Sale: As soon as practicable after the Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price per Offering Registration Registered Registered Share* Price Fee - ----------------------------------------------------------------------------- Class A Common Stock, no par value 1,000,000 $27.00 $27,000,000 $9,311 * Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee using the average of the high and low price of the Registrant's Class A Common Stock on October 11, 1995. This Registration Statement also relates to Form S-8 Registration Statement No. 33-88984, the contents of which are incorporated herein by this reference pursuant to General Instruction E to Form S-8. Under such Registration Statement the Registrant registered 1,200,000 shares (as adjusted for the 4-for-3 stock split approved on March 24, 1995, and the 3-for-2 stock split approved on August 24, 1995) of Class A Common Stock for issuance under the Apollo Group, Inc. Long-Term Incentive Plan. 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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on October 16, 1995. APOLLO GROUP, INC. an Arizona corporation By: /s/ John G. Sperling ---------------------------------- President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/ John G. Sperling Chairman of the Board October 16, 1995 - ------------------------- of Directors and President John G. Sperling (Principal Executive Officer) /s/ William H. Gibbs Senior Vice President and October 16, 1995 - ------------------------- Director William H. Gibbs /s/ Jerry F. Noble Senior Vice President and October 16, 1995 - ------------------------- Director Jerry F. Noble /s/ John D. Murphy Senior Vice President of October 16, 1995 - ------------------------- Institutional Affairs and John D. Murphy Director /s/ Peter V. Sperling Vice President of October 16, 1995 - ------------------------- Administration, Secretary, Peter V. Sperling Treasurer and Director /s/ James W. Hoggatt Vice President of Finance October 16, 1995 - ------------------------- and Chief Financial Officer James W. Hoggatt (Principal Financial and Accounting Officer) /s/ Dino J. DeConcini Director October 16, 1995 - ------------------------- Dino J. DeConcini /s/ J. Jorge Klor de Alva Director October 16, 1995 - ------------------------- J. Jorge Klor de Alva /s/ Thomas C. Weir Director October 16, 1995 - ------------------------- Thomas C. Weir EXHIBIT INDEX Page or Exhibit Method Number Description of Exhibit of Filing ------- --------------------------------------------- --------------- 5 Opinion re Legality Page 5 23.1 Consent of Price Waterhouse LLP Page 6 23.2 Consent of Snell & Wilmer L.L.P. See Exhibit 5 EX-5 2 EXHIBIT 5 OPINION RE LEGALITY October 16, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Apollo Group, Inc. Long-Term Incentive Plan Ladies and Gentlemen: We have acted as counsel to Apollo Group, Inc., an Arizona corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933 relating to the registration of an additional 1,000,000 shares of its Class A Common Stock, no par value (the "Shares"), issuable pursuant to the Company's Long-Term Incentive Plan (the "Plan"). The Registration Statement also relates to Form S-8 Registration Statement No. 33-88984. In that connection, we have examined such documents, corporate records, and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Articles of Incorporation and Bylaws of the Company. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly organized and is validly existing as a corporation under the laws of the State of Arizona. 2. The Shares, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ SNELL & WILMER L.L.P. - ------------------------- SNELL & WILMER L.L.P. EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 4, 1994 relating to the consolidated financial statements of Apollo Group, Inc., which appears in the Prospectus filed with the Securities and Exchange Commission on December 7, 1994 (File No. 33-83804) pursuant to Rule 424(b) of the Securities Act of 1993 (the Prospectus). We also consent to the application of such report to the Financial Statement Schedules for the three years ended August 31, 1994 listed under Item 16(b) of the Registration Statement on Form S-1, of which the Prospectus constitutes a part, when such schedules are read in conjunction with the financial statements referred to in our report. PRICE WATERHOUSE LLP Phoenix, Arizona October 12, 1995 -----END PRIVACY-ENHANCED MESSAGE-----