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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): March 23, 2012
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) |
(I.R.S. Employer Identification No.) | ||
4025 S. Riverpoint Parkway, Phoenix, Arizona |
85040 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 966-5394
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:
¨ | 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)) |
Section 2Financial Information
Item 2.02 Results of Operations and Financial Condition.
On March 26, 2012, Apollo Group, Inc. issued a press release announcing its financial results for the three and six months ended February 29, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 2.02 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Section 5Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 23, 2012, the Board of Directors (the Board) of Apollo Group, Inc. (the Company) appointed Allen R. Weiss to fill an existing vacancy on the Board. Mr. Weiss was also appointed to serve on the Boards Audit Committee.
Mr. Weiss will participate in the cash and equity compensation programs provided to and upon the same terms as our other non-employee directors. These cash and equity compensation programs are more fully described under Director Compensation in our Information Statement on Form 14C filed with the Securities and Exchange Commission on December 28, 2011, which description is incorporated in this Item 5.02 by this reference. In accordance with those programs, Mr. Weiss received, at the time of his March 23, 2012 appointment to the Board, a pro-rated equity award for the balance of the 2012 fiscal year comprised of (i) an option grant covering 2,787 shares of the Companys Class A common stock with an exercise price of $42.41 per share and (ii) a restricted stock unit award covering an additional 1,572 shares of the Companys Class A common stock. Both components will vest upon his continuation in Board service through August 31, 2012. In addition, we have entered into an indemnification agreement with Mr. Weiss on substantially the same terms as for our other non-employee directors which obligates us to indemnify him in his capacity as a director to the maximum extent permitted by law.
Section 7Regulation FD
Item 7.01 Regulation FD Disclosure.
On March 26, 2012, the Company issued a press release announcing the appointment of Allen R. Weiss to its Board of Directors and Audit Committee. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.2 furnished herewith shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Section 9Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
Exhibit Number |
Description | |
99.1 | Text of press release issued by Apollo Group, Inc. dated March 26, 2012, relating to earnings of Apollo Group, Inc. for the fiscal quarter ended February 29, 2012. | |
99.2 | Text of press release issued by Apollo Group, Inc. dated March 26, 2012, relating to the appointment of Allen R. Weiss to the Board of Directors of Apollo Group, Inc. |
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. | ||||
March 26, 2012 | By: | /s/ Brian L. Swartz | ||
Name: Brian L. Swartz | ||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Text of press release issued by Apollo Group, Inc. dated March 26, 2012, relating to earnings of Apollo Group, Inc. for the fiscal quarter ended February 29, 2012. | |
99.2 | Text of press release issued by Apollo Group, Inc. dated March 26, 2012, relating to the appointment of Allen R. Weiss to the Board of Directors of Apollo Group, Inc. |