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)
November 15, 2006
Capella Education Company
(Exact name of Registrant as specified in its charter)
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Minnesota
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001-33140
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41-1717955
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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225 South 6
th
Street, 9
th
Floor
Minneapolis, Minnesota
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55402
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(888) 227-3552
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02.
Departure of Directors or Principal Officers
.
On November 16, 2006, Capella Education Company (“Capella”) received Tony J. Christianson’s
written resignation from the Board of Directors of Capella. Mr. Christianson’s resignation was in
accordance with his intention to resign upon the consummation of Capella’s initial public offering
of common stock (the “IPO”) disclosed in Capella’s recent Registration Statement on Form S-1
relating to its IPO, and did not involve any disagreement on any matter relating to Capella’s
operations, policies or practices.
Item 5.03.
Amendment to Articles of Incorporation or Bylaws
.
On November 15, 2006, upon completion of Capella’s IPO and the simultaneous
conversion of all of its outstanding preferred stock into common stock, Capella filed amended and
restated articles of incorporation (the “Revised Articles”), which amended and restated Capella’s
prior articles of incorporation in their entirety. Among the changes effected by the Revised
Articles are: (i) all provisions relating to Capella’s Class A, Class B, Class D, Class E and Class
G preferred stock have been eliminated and (ii) Capella’s authorized capital stock now consists of
100,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of
undesignated capital stock. The Board of Directors has the power to issue any or all of the shares
of undesignated capital stock, including the authority to establish one or more series and to fix
the powers, preferences, rights and limitations of such class or series, without seeking
shareholder approval.
Item 9.01.
Financial
Statements and Exhibits
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The following Exhibits are being filed herewith:
3.1 Amended and Restated Articles of Incorporation.
2
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.
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CAPELLA EDUCATION COMPANY
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Date: November 20, 2006
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By /s/ Gregory W. Thom
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Gregory W. Thom
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Vice President, General Counsel and
Secretary
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3
EXHIBIT INDEX
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No.
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Exhibit
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Manner of Filing
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3.1
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Amended and Restated Articles of Incorporation.
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Filed Electronically
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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CAPELLA EDUCATION COMPANY
The undersigned, Gregory W. Thom, Secretary of CAPELLA EDUCATION COMPANY, a Minnesota
corporation (the “Corporation”), hereby certifies that:
(1) The name of the Corporation is Capella Education Company.
(2) The Corporation’s Articles of Incorporation have been Amended and Restated to read in
their entirety as follows:
ARTICLE I
NAME
The name of the Corporation is Capella Education Company.
ARTICLE II
ADDRESS
The registered office of the Corporation is located at 225 South Sixth Street,
9
th
Floor, Minneapolis, Minnesota 55402.
ARTICLE III
CAPITAL STOCK
(a)
General.
The aggregate number of shares of stock that the Corporation is
authorized to issue is 110,000,000 shares, par value $.01 per share, of which 100,000,000
shares are designated as common stock (the “
Common Stock”
), and 10,000,000 shares
are undesignated (the “
Undesignated Capital Stock”
). The shares of Common Stock and
Undesignated Capital Stock are referred to collectively as the “capital stock.”
(b)
Authority Relative to Undesignated Capital Stock
. Authority is hereby
expressly vested in the Board of Directors of the Corporation, subject to limitations
prescribed by law, to authorize the issuance from time to time of one or more classes or
series of Undesignated Capital Stock and, with respect to each such class or series, to
determine or fix the voting powers, full or limited, if any, of the shares of such class or
series and the designations, preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions thereof, including,
without limitation, the determination or fixing of the rates of and terms and conditions
upon which any dividends shall be payable on such class or series, any terms under or
conditions on which the shares of such class or series may be redeemed, any provision made for the conversion or
exchange of
the shares of such class or series for shares of any other class or classes or
of any other series of the same or any other class or classes of the Corporation’s capital
stock, and any rights of the holders of the shares of such class or series upon the
voluntary or involuntary liquidation, dissolution or winding up of the Corporation.
ARTICLE IV
NO CUMULATIVE VOTING
No holder of shares of capital stock of the Corporation shall have any cumulative
voting rights.
ARTICLE V
NO PREEMPTIVE RIGHTS
No holder of shares of capital stock of the Corporation shall be entitled as such, as a
matter of right, to subscribe for, purchase or receive any part of any new or additional
issue of stock of any class or series whatsoever or other securities, or of securities
convertible into or exchangeable for or carrying any other right to acquire any stock of any
class or series whatsoever or other securities, whether now or hereafter authorized and
whether issued for cash or other consideration or by way of dividend. The Corporation shall
have the power, however, in its discretion to grant such rights by agreement or other
instrument to any person or persons (whether or not they are shareholders).
ARTICLE VI
CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE
Neither Section 302A.671 of the Minnesota Statutes nor any successor statute thereto
shall apply to, or govern in any manner, the Corporation or any
control share acquisition of shares of capital stock of the Corporation or limit in any respect the voting or other
rights of any existing or future shareholder of the Corporation or entitle the Corporation
or its shareholders to any redemption or other rights with respect to outstanding capital
stock of the Corporation that the Corporation or its shareholders would not have in the
absence of Section 302A.671 of the Minnesota Statutes or any successor statute thereto.
ARTICLE VII
DISSENTERS’ RIGHTS
To the extent permitted by Chapter 302A of the Minnesota Statutes, no action set forth
in paragraph (a) of Section 302A.471, subdivision 1, of the Minnesota Statutes (including
any amendment or successor statute thereto) shall create any right of any shareholder of the
Corporation to dissent from, and obtain the fair value of the shareholder’s shares in the
event of, any such action.
ARTICLE VIII
WRITTEN ACTION OF THE BOARD OF DIRECTORS
Any action required or permitted to be taken at a meeting of the Board of Directors of
the Corporation not needing approval by the shareholders under Chapter 302A of the Minnesota
Statutes may be taken by written action signed by the number of directors that would be
required to take such action at a meeting of the Board of Directors at which all directors
are present.
ARTICLE IX
LIMITATION OF LIABILITY
To the full extent that Chapter 302A of the Minnesota Statutes, as it exists on the
effective date of this Article IX or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the Corporation shall not be liable
to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as
a director. Any amendment to or repeal of this Article IX shall not adversely affect any
right or protection as a director of the Corporation for or with respect to any acts or
omission of such director occurring prior to such amendment or repeal.
* * *
(3) The foregoing amendment and restatement has been adopted pursuant to Chapter 302A of the
Minnesota Statutes.
IN WITNESS WHEREOF, I have hereunto set my hand this 15
th
day of November, 2006.
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/s/ Gregory W. Thom
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Gregory W. Thom
Secretary
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