As filed with the Securities and Exchange Commission on June 7, 2023
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 | 01-0724376 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
111 West Congress Street Charles Town, West Virginia |
25414 | |
(Address of Principal Executive Offices) | (Zip Code) |
American Public Education, Inc. 2017 Omnibus Incentive 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
J. Nicholas Hoover
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 | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) of American Public Education, Inc. (the “Registrant”) is being filed to register 1,200,000 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) authorized for issuance pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). The Registrant previously registered shares of Common Stock under the 2017 Plan on Registration Statements on Form S-8 (File Nos. 333-218015, File No. 333-238535, and File No. 333-265856) filed on May 15, 2017, May 20, 2020 (as amended on May 21, 2020), and June 27, 2022, respectively (the “Prior Registration Statements”). On March 20, 2023, the Registrant’s Board of Directors adopted an amendment to the 2017 Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,200,000 (the “Amendment”), subject to stockholder approval. The Registrant's stockholders approved the Amendment at the Registrant’s Annual Meeting of Stockholders on May 19, 2023.
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.
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 June 7, 2023.
AMERICAN PUBLIC EDUCATION, INC. | ||
By: | /s/ Richard W. Sunderland, Jr., CPA | |
Richard W. Sunderland, Jr., CPA | ||
Executive Vice President and Chief Financial Officer |
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 | Title | Date | ||
/s/ Angela Selden | President, Chief Executive Officer and Director | June 7, 2023 | ||
Angela Selden | (Principal Executive Officer) | |||
/s/ Richard W. Sunderland, Jr. CPA | Executive Vice President and Chief Financial Officer | June 7, 2023 | ||
Richard W. Sunderland, Jr., CPA | (Principal Financial and Accounting Officer) | |||
* | Chairperson of the Board of Directors | June 7, 2023 | ||
Eric C. Andersen | ||||
* | Director | June 7, 2023 | ||
Granetta B. Blevins | ||||
* | Director | June 7, 2023 | ||
Michael D. Braner | ||||
* | Director | June 7, 2023 | ||
Anna M. Fabrega | ||||
* | Director | June 7, 2023 | ||
Jean C. Halle | ||||
* | Director | June 7, 2023 | ||
James Kenigsberg | ||||
* | Director | June 7, 2023 | ||
Dr. Barbara L. Kurshan | ||||
* | Director | June 7, 2023 | ||
Daniel S. Pianko | ||||
* | Director | June 7, 2023 | ||
William G. Robinson, Jr. |
*By: | /s/ Richard W. Sunderland, Jr., CPA | |
Richard W. Sunderland, Jr., CPA | ||
Attorney in Fact |