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) July 24, 2006
--------------------------------
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 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: 5
-1-
DEVRY INC.
FORM 8-K INDEX
Page No.
Item 1.01 - Entry into a Material Definitive Agreement 3
Item 5.02 - Departure of Director or Principal Officers;
Election of Directors; Appointment of Principal Officers 3
Item 9.01 - Financial Statements and Exhibits 4
Signatures 4
Exhibit 99.1 5
-2-
Item 1.01 - Entry into a Material Definitive Agreement
On July 24, 2006, DeVry Inc. (the "Company") entered into a letter agreement
with Richard M. Gunst pursuant to which he became Chief Financial Officer and
Chief Accounting Officer of the Company. The letter agreement provides that Mr.
Gunst will:
o receive an initial annual base salary of $275,000, which will be reviewed
annually,
o be eligible for a performance bonus with a first year potential of 50% of
his base salary,
o receive an initial grant of options for 35,000 shares of the Company's
common stock, and
o participate in the Company's health coverage, 401(k) retirement and profit
sharing plans as well as the Company's Executive Health Program.
The letter agreement also provides that if Mr. Gunst's employment is terminated
by DeVry other than in the event of Mr. Gunst's death or disability or for
"cause" (defined as (i) the willful disregard of a published company policy if
such violation continues after written notice to Mr. Gunst; (ii) the willful and
continued failure by Mr. Gunst to substantially and satisfactorily perform his
duties after a written demand for performance is delivered to him; or (iii)
willfully engaging in conduct which is demonstrably and materially injurious to
the Company's interests, assets, business, reputation or otherwise), Mr. Gunst
will receive, upon execution of an appropriate release, continuation of his base
salary exclusive of any bonus or benefits for one year past the date of
termination of employment, less applicable deductions for tax and other
withholdings.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On July 24, 2006, Norman M. Levine resigned his position as Chief Financial
Officer and Chief Accounting Officer of the Company. Mr. Levine remains with the
Company as a Senior Vice President.
Also on July 24, 2006, the Company appointed Richard M. Gunst, age 50, as its
Chief Financial Officer and Chief Accounting Officer, replacing Norman M. Levine
who previously held these positions.
A copy of the press release announcing that Mr. Gunst would become Chief
Financial Officer and Chief Accounting Officer and that Mr. Levine has resigned
those positions is attached hereto as Exhibit 99.1.
Mr. Gunst was most recently a Senior Vice President and Chief Financial Officer
of Sagus International, a manufacturer of furniture for the school and
hospitality industries. Mr. Gunst was employed by Sagus International for three
months in 2005, following which he served as a consultant, assisting in the
recruiting of a new CFO. Prior to this, Mr. Gunst was Senior Vice President and
Senior Financial Officer of ConAgra Refrigerated Foods Group, which included
such food brands as Armour, Butterball and Egg Beaters, a division of ConAgra
Foods Incorporated, a packaged foods company. Mr. Gunst was employed by ConAgra
Refrigerated Foods during parts of 2003 and 2004 for approximately nine months.
From 1982 to 2003, Mr. Gunst served in a variety of capacities with the Quaker
Oats Company and PepsiCo, Inc., both of which are global food and beverage
companies, including serving from 2001 to 2003 as Senior Vice President and
Chief Financial Officer of the Quaker Food and Beverages unit, a division
PepsiCo, Inc., which included such food brands as Quaker Oats, Gatorade and Aunt
Jemima.
-3-
Mr. Gunst was not selected pursuant to any arrangement or understanding between
him and any other person. There has been no transaction, or proposed
transaction, since July 1, 2006 to which the Company was or is to be a party,
and in which Mr. Gunst or any member of his immediate family had or is to have a
direct or indirect material interest. There are no family relationships between
Mr. Gunst and any of the Company's other directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
On July 24, 2006, the Company entered into a letter agreement with Mr. Gunst
pursuant to which he became Chief Financial Officer and Chief Accounting
Officer. The material terms of such letter agreement are described in Item 1.01
above.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated July 24, 2006, issued by DeVry 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 thereunto duly authorized.
DEVRY INC.
------------
(REGISTRANT)
Date: July 24, 2006 /s/ Ronald L. Taylor
--------------------
Ronald L. Taylor
Chief Executive Officer
-4-