Delaware
(State or other jurisdiction of
incorporation or Organization)
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01-0724376
(I.R.S. Employer Identification No.
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111 W. Congress Street, Charles Town, West Virginia
(Address of Principal Executive Offices)
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25414
(Zip Code)
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Title of securities
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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|||||||||
to be registered
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registered(1)
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offering price per share
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aggregate offering price
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registration fee
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Common Stock, par value $0.01
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100,000(1) | $33.905(2) | $3,390,500(2) | $436.70 |
(1)
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Represents shares of common stock that may be issued pursuant to the American Public Education, Inc. Employee Stock Purchase Plan (the “
ESPP
”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the ESPP by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of our outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, and based on the average of the high and low sale prices of the American Public Education, Inc. common stock as reported on the NASDAQ Global Market on June 24, 2014.
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(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 001-33810).
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(b)
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The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (File No. 001-33810).
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(c)
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The Company’s Current Reports on Form 8-K filed on May 2, 2014 and June 17, 2014 (File No. 001-33810); and
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(d)
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The description of the Company’s common stock, par value $0.01 per share, included Item 1 of the Company’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, on November 7, 2007, including any amendment or report filed for the purpose of updating such description.
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AMERICAN PUBLIC EDUCATION, INC.
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By:
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/s/ Richard W. Sunderland, Jr.
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Name:
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Richard W. Sunderland, Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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Name
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Title
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/s/ Wallace E. Boston, Jr.
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President, Chief Executive Officer and Director
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Wallace E. Boston, Jr.
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(Principal Executive Officer)
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/s/ Richard W. Sunderland, Jr.
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Executive Vice President and Chief Financial Officer
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Richard W. Sunderland, Jr.
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(Principal Financial Officer and Principal Accounting Officer)
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*
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Chairperson
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Timothy T. Weglicki
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*
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Director
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Eric C. Andersen
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*
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Director
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Barbara G. Fast
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*
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Director
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Jean C. Halle
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*
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Director
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Timothy J. Landon
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*
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Director
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Westley Moore
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*
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/s/ Richard W. Sunderland, Jr.
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Richard W. Sunderland, Jr.
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Attorney-in-Fact
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Exhibit
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Number
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Description
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3.1
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Fifth Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed November 14, 2007 (File No. 001-33810).
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3.2
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Third Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 26, 2012 (File No. 001-33810).
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4.1
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Form of Certificate representing the common stock, par value $.01 per share, of the Company, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed October 26, 2007 (Registration No. 333-145185).
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10.1
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American Public Education, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed October 26, 2007 (Registration No. 333-145185).
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10.2
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Amendment to American Public Education, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on June 17, 2014 (File No. 001-33810).
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5.1
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Opinion of Hogan Lovells US LLP.
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23.1
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Consent of McGladrey LLP.
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney
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Hogan Lovells US LLP
Harbor East
100 International Drive, Suite 2000
Baltimore, MD 21202
T +1 410 659 2700
F +1 410 659 2701
www.hoganlovells.com
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Board of Directors
American Public Education, Inc.
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- 2 -
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June 27, 2014
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Name
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Date
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Title
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/s/ Wallace E. Boston
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June 13, 2014
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President, Chief Executive Officer
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Dr. Wallace E. Boston
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and Director
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/s/ Richard W. Sunderland
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June 26, 2014
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Executive Vice President
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Richard W. Sunderland, Jr.
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and Chief Financial Officer
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/s/ Timothy T. Weglicki
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June 13, 2014
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Chairman of the Board of Directors
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Timothy T. Weglicki
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/s/ Jean C. Halle
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June 13, 2014
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Director
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Jean C. Halle
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/s/Timothy J. Landon
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June 13, 2014
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Director
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Timothy J. Landon
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/s/ Barbara G. Fast
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June 13, 2014
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Director
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Barbara G. Fast
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/s/ Westley Moore
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June 13, 2014
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Director
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Westley Moore
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/s/ Eric C. Andersen
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June 13, 2014
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Director
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Eric C. Andersen
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