-----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, SnwEYf+PSnPQzHptmsLLPup8GesaKC2fY+P6U12/iNLukCvTM09QNbx6hSQ86Tvg O52gq/7Jj+W5ftUbdBEBmw== 0000950153-07-001452.txt : 20070705 0000950153-07-001452.hdr.sgml : 20070704 20070705164240 ACCESSION NUMBER: 0000950153-07-001452 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070627 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 07965086 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 1: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 8-K/A 1 p74058a1e8vkza.htm 8-K/A e8vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2007
APOLLO GROUP, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
         
Arizona   0-25232   86-0419443
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
4615 East Elwood Street, Phoenix, Arizona   85040
 
(Address of Principal Executive Offices)   (Zip Code)
(480) 966-5394
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
SIGNATURES

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On June 27, 2007, the Compensation Committee of the Board of Directors of Apollo Group, Inc. (the “Company”) authorized certain equity awards for the Company’s executive officers to become effective on the third business day following the filing of the Company’s 10-Q for the quarter ended May 31, 2007 with the Securities and Exchange Commission. The authorized award for each executive officer is comprised of two components: a stock option grant to purchase shares of the Company’s Class A common stock and a restricted stock unit award for additional shares of such Class A common stock. The awards will be made under the Company’s 2000 Stock Incentive Plan.
The executive officers for whom such equity awards have been authorized and the number of shares of Class A common stock subject to their respective awards are as follows:
                 
            Number of
    Number of Stock   Restricted Stock
Name   Options Awarded   Units Awarded
 
                
Dr. John G. Sperling, Acting Executive Chairman of the Board
     334,000       50,000  
 
                
Brian E. Mueller, President
     668,000       100,000  
 
                
Joseph L. D’Amico, Executive Vice President and Chief Financial Officer
     500,000       60,000  
 
                
William J. Pepicello, President, University of Phoenix, Inc.
     90,000       14,000  
 
                
John R. Kline, Chief Administrative Officer
     90,000       14,000  
 
                
Diane L. Thompson, Chief Human Resources Officer
     90,000       14,000  
 
                
Joseph N. Mildenhall, Chief Information Officer
     90,000       14,000  
 
                
Dianne M. Pusch, Executive Vice President
     90,000       14,000  
 
                
Terri C. Bishop, Senior Vice President and Chief Communications Officer
     90,000       14,000  
 
                
Brian L. Swartz, Senior Vice President of Finance and Chief Accounting Officer
     60,000       10,000  
 
                
W. Stan Meyer, Vice President of Marketing
     90,000       14,000  
 
                
Larry A. Fleischer, Vice President of Finance
     45,000       7,000  
 
                
Peter V. Sperling, Senior Vice President
     8,000       3,000  
Except as noted below, each option will have an exercise price per share equal to the closing price per share of the Company’s Class A common stock on the effective date and will have a maximum term of 6 years. The option will become exercisable for the option shares in four successive equal annual installments upon the executive officer’s completion of each year of service with the Company over the four-year period measured from September 1, 2007, subject to accelerated vesting upon certain changes in control or ownership of the Company. However, the option grant to Mr. D’Amico will have a maximum term of 4 years and will become exercisable for the option shares in three successive

 

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equal annual installments upon his completion of each year of service with the Company over the three-year period measured from June 15, 2007, subject to accelerated vesting upon certain changes in control or ownership of the Company. The option grant to Peter Sperling will have a maximum term of 10 years and will become exercisable upon his continuation in service through August 31, 2007.
Except as noted below, each restricted stock unit award will be subject to both performance-vesting and service-vesting requirements, and none of the restricted stock units will vest unless the Company’s net book income, after tax expense and exclusive of acquisition costs, is not less than a pre-established amount for the fiscal year beginning September 1, 2007. Should such performance objective be attained, then the restricted stock units will vest in four successive equal annual installments upon the executive officer’s completion of each year of service with the Company over the four-year period measured from September 1, 2007, subject to accelerated vesting upon certain changes in control or ownership of the Company. For Mr. D’Amico, the service-vesting period will be limited to three years measured from June 15, 2007. The shares of Class A common stock subject to each restricted stock unit award will be issued as the award vests. Each restricted stock unit award also provides the executive officer with dividend equivalent rights with respect to the shares of Class A common stock subject to the award. However, the restricted stock units awarded to Peter Sperling are not subject to any performance vesting requirement and will vest if he continues in the Company’s service until August 31, 2007.

 

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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.
                 
            APOLLO GROUP, INC.
 
                
Date:   July 3, 2007
 
   By:   /s/ JOSEPH L. D’AMICO
 
 
          Name:   Joseph L. D’Amico
 
          Title:   Executive Vice President and Chief Financial Officer

 

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