Securities Registration: Employee Benefit Plan (s-8)
May 20 2020 - 3:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Public Education, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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01-0724376
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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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111 West Congress Street
Charles Town, West Virginia
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25414
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(Address of Principal Executive Offices)
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(Zip Code)
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American Public Education, Inc. Employee
Stock Purchase Plan
(Full title of the plan)
Thomas A. Beckett
Senior Vice President, General Counsel
and Secretary
American Public Education, Inc.
111 West Congress Street
Charles Town, West Virginia 25414
(Name and address of agent for service)
304-724-3700
(Telephone number, including area code,
of agent for service)
Copy to:
William
I. Intner
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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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. ¨
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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100,000
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$31.205
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$3,120,500
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$405.04
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(1)
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Consists of shares available for
issuance under the American Public Education, Inc. Employee Stock Purchase Plan (the “Plan”). In accordance with Rule
416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also
cover any additional shares of common stock that may be offered or issued under the Plan in connection with any stock dividend,
stock split, recapitalization or similar transaction.
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(2)
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The price stated above is estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under
the Securities Act and is based on the average of the high and low sale prices of the common stock of American Public Education,
Inc. as reported on the Nasdaq Global Select Market on May 14, 2020.
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EXPLANATORY NOTE
This Registration Statement on
Form S-8 (this “Registration Statement”) of American Public Education, Inc. (the “Registrant”)
is being filed to register 100,000 additional shares of the Registrant’s common stock, par value $0.01 per share
(“Common Stock”) authorized for issuance pursuant to the Plan. The
Registrant previously registered shares of Common Stock under the Plan on Registration Statements on Forms S-8 (Registration
Nos. 333-150454
and 333-197086),
as filed with the Securities and Exchange Commission on April 25, 2008 and June 27, 2014, respectively (the “Prior
Registration Statements”). On March 30, 2020, the Registrant’s Board of Directors adopted an amendment to the
Plan to increase the number of shares of Common Stock available for issuance thereunder by 100,000 (the
“Amendment”), subject to stockholder approval. The Registrant’s stockholders approved the Amendment at the
Registrant’s Annual Meeting of Stockholders on May 15, 2020.
As permitted by General Instruction E to
Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, except to the
extent supplemented, amended, or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
Exhibit
Number
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Description
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4.1
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Form of certificate representing the Common Stock, $0.01 par value per share, of the Registrant (incorporated by reference to exhibit filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-145185)).
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5.1
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Opinion of Hogan Lovells US LLP.
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23.1
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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23.2
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Consent of Deloitte & Touche, LLP, independent registered public accounting firm.
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23.3
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Consent of RSM US LLP, independent registered public accounting firm.
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24.1
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Power of Attorney (included on signature page).
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99.1
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American Public Education, Inc. Employee Stock Purchase Plan (incorporated by reference to exhibit filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-145185)).
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99.2
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Amendment
to the American Public Education, Inc. Employee Stock Purchase Plan (incorporated by reference to exhibit filed with
the Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the Commission on June 17,
2014).
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99.3
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Amendment Number Two to the American Public Education, Inc. Employee Stock Purchase Plan (incorporated by reference to exhibit
filed with the Registrant's Current Report on Form 8-K (File No. 001-33810), filed with the Commission on May 18, 2020.
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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 Baltimore, State of Maryland, on May 20, 2020.
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AMERICAN PUBLIC EDUCATION, INC.
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By:
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/s/ Richard W. Sunderland, Jr., CPA
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Richard W. Sunderland, Jr., CPA
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Angela
Selden and Richard W. Sunderland, Jr., and each of them, as his or her true and lawful attorney-in-fact and agent with full
power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement
on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Angela
Selden
Angela Selden
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President, Chief Executive Officer
and Director
(Principal Executive Officer)
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May 20, 2020
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/s/ Richard
W. Sunderland, Jr., CPA
Richard W. Sunderland, Jr.,
CPA
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Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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May 18, 2020
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*
Eric C. Andersen
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Chairperson of the Board of Directors
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May 11, 2020
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*
Barbara G. Fast
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Director
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May 11, 2020
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*
Jean C. Halle
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Director
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May 12, 2020
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*
Dr. Barbara Kurshan
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Director
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May 12, 2020
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Timothy J. Landon
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Director
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May 12, 2020
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William G. Robinson, Jr.
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Director
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May 14, 2020
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*By:
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/s/
Richard W. Sunderland, Jr., CPA
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Richard W. Sunderland, Jr., CPA
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Attorney in Fact
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