Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 Août 2018 - 2:26PM
Edgar (US Regulatory)
Registration
Nos. 333-197693
333-138742
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
Form
S-8
Registration Statement
No. 333-197693
and Post-Effective Amendment No. 2
to
Form S-8
Registration Statement
No. 333-138742
UNDER
THE
SECURITIES ACT OF 1933
CAPELLA EDUCATION COMPANY
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1717955
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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225 South Sixth Street, 9
th
Floor
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices and Zip Code)
Capella Education Company 2014 Equity Incentive Plan
Capella Education Company 2005 Stock Incentive Plan
(Full title of the plans)
Daniel W. Jackson
Vice
President, Chief Financial Officer and Treasurer
2303 Dulles Station Boulevard
Herndon, VA 20171
(Name
and address of agent for service)
(703)
247-2500
(Telephone number, including area code, of agent for service)
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION OF SECURITIES
Capella Education Company (the
Company
) is filing with the Securities and Exchange Commission (the
Commission
) this Post-Effective Amendment (the
Post-Effective Amendment
) in connection with the following Registration Statements on Form
S-8
(the
Registration
Statements
):
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Registration Statement on Form
S-8
(No.
333-197693),
filed with the Commission on July 29, 2014, pertaining to the registration of
1,310,888 shares of the Companys common stock, par value $0.01 per share (the
Common Stock
), issuable pursuant to the Capella Education Company 2014 Equity Incentive Plan.
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Registration Statement on Form S-8 (No. 333-138742), filed with the Commission on November 15, 2006 (the
2006 Registration Statement
), pertaining to the registration of 3,013,000 shares of the
Companys Common Stock, issuable pursuant to the Capella Education Company 2005 Stock Incentive Plan, of which 830,888 shares were previously deregistered pursuant to Post-Effective Amendment No. 1 to the 2006 Registration Statement, filed with
the Commission on July 29, 2014.
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On August 1, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of
October 29, 2017 (the
Merger Agreement
), by and among the Company, Strayer Education, Inc. (
Strayer
), a Maryland corporation, and Sarg Sub Inc. (
Merger Sub
), a Minnesota corporation and
wholly owned subsidiary of Strayer, the Company completed its previously announced merger (the
Merger
) with Strategic Education, Inc. (
SEI
) (f/k/a Strayer Education, Inc.), whereby Merger Sub merged with and
into the Company and the Company, as the surviving corporation in the Merger, became a wholly owned subsidiary of SEI.
In connection with
the Merger, and except as provided otherwise in the Merger Agreement, certain outstanding options to purchase shares of Common Stock and restricted stock units (including any market stock units and performance stock units)
covering shares of Common Stock will be assumed by SEI and converted into a comparable SEI award based on the exchange ratio set forth in the Merger Agreement but otherwise on the same terms and conditions. Consequently, in connection with the
Merger, the Company is terminating all offerings of its securities pursuant to the Registration Statements. This Post-Effective Amendment to the Registration Statements is being filed to deregister any and all securities previously registered under
the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
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 of the requirements for filing on Form
S-8
and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Herndon, state of Virginia, on August 1, 2018.
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CAPELLA EDUCATION COMPANY
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By:
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/s/ Daniel W. Jackson
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Daniel W. Jackson
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Vice President, Chief Financial Officer and Treasurer
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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