UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 9, 2005
DEVRY INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-13988 36-3150143
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE TOWER LANE
OAKBROOK TERRACE, IL 60181
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-7700
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):
[ ] 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))
Total number of pages (excluding exhibits): 6
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DEVRY INC.
FORM 8-K INDEX
Page No. Item 5.03 - Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year 3
Item 9.01 - Financial Statements and Exhibits 4
Signatures 5
Exhibit Index 6
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 9, 2005, the Board of Directors of DeVry Inc. (the "Company")
adopted an amendment and restatement of the Company's By-Laws to supersede and
replace in their entirety the existing By-Laws of the Company. The amendment and
restatement of the existing By-Laws took effect immediately upon adoption by the
Board of Directors. A copy of the By-Laws of the Company, as amended and
restated, is attached hereto as Exhibit 3.1.
These amendments to the former By-Laws include, among other items, the
following: (i) an amendment to Article I, Section 1 to include the zip code of
the registered office of the Company; (ii) an amendment to Article II, Section 4
to provide that if a quorum at a meeting of stockholders is not present or
represented, the presiding officer at any such meeting shall also have the power
to adjourn the meeting to another time and/or place; (iii) an amendment to
Article III, Section 6 to replace the reference to the President with a
reference to the Chief Executive Officer; (iv) an amendment to Article III,
Section 8 to replace all references to the President with references to the
Chief Executive Officer; (v) an amendment to Article III, Section 9 to delete
the words "or meeting of the Board" and to replace the reference to the
President with a reference to the Chief Executive Officer; (vi) an amendment to
Article IV, Section 1 to add the positions of Chief Executive Officer, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents as officers of the
Company and to provide that the Company's Board of Directors may elect certain
officers only "upon consultation with the Chief Executive Officer" of the
Company; (vii) an amendment to Article IV, Section 3 to delete the requirement
that the Board Chair shall also be the Chief Executive Officer of the Company;
(viii) the addition of Article IV, Section 4; (ix) an amendment to Article IV,
Section 5 (Section 4 of the former By-Laws) to replace all references to
Chairman of the Board with references to Chief Executive Officer; (x) an
amendment to Article IV, Section 6 (Section 5 of the former By-Laws) to add
Executive Vice President as an officer of the Company and to replace the
reference to Chairman of the Board with a reference to Chief Executive Officer;
(xi) an amendment to the second and fifth sentences of Article IV, Section 7
(Section 6 of the former By-Laws) to add references to Chief Executive Officer;
(xii) an amendment to Article IV, Section 8 (Section 7 of the former By-Laws) to
add a reference to Chief Executive Officer; (xiii) an amendment to Article IV,
Section 9 (Section 8 of the former By-Laws) to replace all references to the
Chairman of the Board with references to the Chief Executive Officer; (xiv) an
amendment to Article IV, Section 10 (Section 9 of the former By-Laws) to replace
the reference to the Chairman of the Board with a reference to the Chief
Executive Officer; (xv) an amendment to Article IV, Section 12 (Section 11 of
the former By-Laws) to replace all references to the President with references
to the Chief Executive Officer and to provide that the Chief Executive Officer,
in addition to the Board of Directors, may divide the Company into any Group,
Division or Department; (xvi) an amendment to Article V, Section 1 to provide
that the Chief Executive Officer may sign certificates of stock in the Company;
(xvii) an amendment to Article VII, Section 4 to replace all references to the
President with references to the Chief Executive Officer; (viii) an amendment to
Article VII, Section 4 to add two references to the Chief Executive Officer and
Executive Vice Presidents; and (xix) general amendments to (a) clarify that
words of gender include both genders, (b) provide for consistent capitalization
of the word "Director" in reference to a Director of the Company and (c) correct
certain typographical errors.
The foregoing is merely a summary of the material terms of the Amended and
Restated By-Laws and does not purport to be complete and is qualified in its
entirety by the Amended and Restated By-Laws.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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3.1 Amended and Restated By-Laws of DeVry Inc.
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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.
DEVRY INC.
Date: August 15, 2005 By: /s/ Ronald L. Taylor
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Ronald L. Taylor
Chief Executive Officer
Date: August 15, 2005 By: /s/ Norman M. Levine
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Norman M. Levine
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Amended and Restated By-Laws of DeVry Inc.
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