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) August 15, 2006
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DeVRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-13988 36-3150143
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
ONE TOWER LANE, OAKBROOK TERRACE, IL 60181
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(Address of principal executive offices) (Zip Code)
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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: 4
DEVRY INC.
FORM 8-K INDEX
Page No.
Item 1.01 - Entry into a Material Definitive Agreement 3
Item 9.01 - Financial Statements and Exhibits 3
Signatures 3
Exhibit 10.1 4
Item 1.01 - Entry into a Material Definitive Agreement
On August 15, 2006, DeVry Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") with Ronald L. Taylor, the Chief Executive Officer of the Company. A complete copy of the Letter Agreement is filed with this Current Report as Exhibit 10.1 and incorporated herein by this reference. The Letter Agreement provides for the following: (i) during the period beginning on November 15, 2006 and ending on March 15, 2007, Mr. Taylor will make himself available for up to 40 hours to provide any advice, counsel and assistance the Board of Directors may request to facilitate the transition of CEO responsibilities; (ii) in return for such services, the Company agrees to pay Mr. Taylor $140,000 in additional salary, and a bonus which, together with the bonus Mr. Taylor receives pursuant to his Employment Agreement with the Company dated as of July 1, 2002 (the "Employment Agreement"),will equal the amount he would have received as a bonus had his employment under the Employment Agreement terminated on December 31, 2006; and (iii) the compensation provided for in the Letter Agreement shall be in addition to the compensation provided for in the Senior Advisor Agreement, dated as of July 1, 2002, by and among, the Company, DeVry University, Inc., and Mr. Taylor.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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10.1 Letter Agreement, dated August 15, 2006, by DeVry Inc. and
agreed to by Ronald L. Taylor
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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 thereunto duly authorized.
DEVRY INC.
(REGISTRANT)
Date: August 15, 2006 /s/Richard M. Gunst
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Richard M. Gunst
Senior Vice President
Chief Financial Officer
and Treasurer
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Exhibit 10.1
Ronald L. Taylor
CEO
DeVry Inc.
One Tower Lane
Oakbrook Terrace, IL 60181
August 15, 2006
Dear Ron:
As we have previously announced, you will be completing your service as
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Chief Executive Officer of DeVry Inc. (the "Company"), effective November 15,
2006. Although you will remain a director and an employee of the Company
pursuant to the Senior Advisor Agreement among you, the Company and DeVry
University, Inc. dated as of July 1, 2002, as amended to date (the "Senior
Advisor Agreement"), the Board of Directors believes it would be helpful if
you would commit to provide some services in addition to those covered by
Section 1.3(b) of the Senior Advisor Agreement in connection with this
management transition. This letter reflects our agreement with respect to
those services.
During the period from the commencement of the Senior Advisor Period on November 15, 2006 through March 15, 2007, you will make yourself available for up to 40 hours, to provide any advice, counsel and assistance that the Board may request in connection with the transition of CEO responsibilities. In return, the Company will pay you (1) $140,000 in additional salary, in such installments as the Company shall determine, and (2) a bonus which, together with the bonus you receive pursuant to the Employment Agreement among you, the Company and DeVry University, Inc. dated as of July 1, 2002 (the "Employment Agreement"), will equal the amount you would have received as a bonus had your employment under the Employment Agreement terminated on December 31, 2006, in each case subject to the appropriate deductions. The provisions of Section 2(b) of the Senior Advisor Agreement notwithstanding, we agree that the compensation provided for in this letter agreement shall be in addition to the compensation provided for in the Senior Advisor Agreement.
If this letter correctly reflects our agreement, I would appreciate your executing both copies of it and returning one to me.
Very truly yours,
DeVry Inc.
By: /s/ Robert C. McCormack
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Robert C. McCormack
Lead Outside Director
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Accepted and agreed this 15 day of August, 2006.
/s/ Ronald L. Taylor -------------------- Ronald L. Taylor |