Please wait
Exhibit (a)(18)
APOLLO GROUP, INC.
ELECTION FORM
RE: TENDER OF ELIGIBLE OPTIONS PURSUANT TO THE OFFER TO AMEND OR REPLACE ELIGIBLE OPTIONS
DATED JUNE 13, 2007
THE
OFFER EXPIRES AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JULY 12, 2007,
UNLESS THE OFFER IS EXTENDED.
| |
|
|
Name:
|
|
Employee ID: |
Address: |
|
|
Important: Read the instructions to this Election Form before completing and signing this
page.
Indicate your decision to tender your Eligible Options identified below for amendment or
replacement by checking the “Yes” box under the “Amend Entire Eligible Portion” column. If you do
not want to tender one or more of your Eligible Options for amendment or replacement, check the
“No” box under the “Amend Entire Eligible Portion” column for those particular options. If you do
not clearly mark the “Yes” box with respect to an Eligible Option, your election with respect to
that option will default to “Amend None.” In that event, such Eligible Option will not be amended,
and you will not become entitled to the special cash bonus payable with respect to that Eligible
Option. In addition, you will be solely responsible for bringing such Eligible Option into
compliance with IRC Section 409A in order to avoid adverse tax consequences with respect to that
option. You may not tender only a portion of an Eligible Option.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Market |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
Value of |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
|
|
|
Apollo Group |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
Class A |
|
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
Eligible for |
|
|
|
|
|
Common |
|
Amend |
| Original |
|
|
|
|
|
Exercise |
|
Number of |
|
Tender |
|
Revised |
|
Stock on |
|
Entire |
| Grant |
|
Option |
|
Price Per |
|
Exercisable |
|
Offer |
|
Grant |
|
Revised Grant |
|
Eligible |
| Date |
|
Number |
|
Share |
|
Shares |
|
Amendment |
|
Date |
|
Date |
|
Portion? |
| |
|
|
|
|
|
|
|
[$ ] |
|
|
|
[ ] |
|
|
|
[ ] |
|
|
|
[ ] |
|
|
|
[$ ] |
|
|
o Yes |
|
o No |
Please note that if an Eligible Option you tender for amendment has an exercise price per share at
or above the closing price per share of Apollo Group Class A common stock on the amendment date,
that option will be canceled on that date and immediately replaced with a new option that is
exactly the same as the canceled option, including the same exercise price per share and no loss of
vesting or change to the expiration date, but with a new grant date. Such cancellation and
re-grant is necessary in order to avoid adverse taxation of that option under IRC Section 409A.
Agreement to Terms of Election
1. As soon as practicable after the Amendment Date, Apollo Group will return to me a final and
completed Stock Option Amendment and Special Bonus Agreement in which there is indicated the
Adjusted Exercise Price for each Amended Option and the dollar amount of the Cash Bonus to which I
will be entitled with respect to that option. Should an Eligible Option I tender for amendment
have an exercise price per share at or above the closing price per share of Apollo Group Class A
common stock on the Amendment Date, that option will be canceled on that date and immediately
replaced with a New Option that is exactly the same as the canceled option, including the same
exercise price per share and no loss of vesting or change to the expiration date, but with a new
grant date. An Option Cancellation and Regrant Agreement for the New Option will be delivered to
me as soon as administratively practicable following the Amendment Date.
2. If I cease to remain employed by Apollo Group or any affiliated entity after I tender my
Eligible Options but before Apollo Group accepts those options for amendment or replacement, my
Eligible Options will not be amended or replaced, and I will not become entitled to any Cash Bonus.
3. Until the Expiration Date, I will have the right to change my election with respect to my
Eligible Options. However, after that date I will have no further right to change my election with
respect to my Eligible Options, unless Apollo Group does not accept my tendered Eligible Options
before August 9, 2007, the 40th business day after commencement of the Offer. In that event, I may
revoke my elections with respect to my tendered Eligible Options at any time prior to Apollo
Group’s acceptance of those options for amendment or replacement pursuant to the Offer.
4. The tender of my Eligible Options pursuant to the procedure described in Section 4 of the Offer
and the instructions to this Election Form will constitute my acceptance of all of the terms and
conditions of the Offer. Apollo Group’s acceptance of my tendered Eligible Options for amendment
or replacement pursuant to the Offer will constitute a binding agreement between Apollo Group and
me in accordance with the terms and subject to the conditions of the Offer.
5. I am the registered holder of the Eligible Options tendered hereby, and my name, employee
identification number and other information appearing on the cover page of this Election Form are
true and correct.
6. I am not required to tender my Eligible Options pursuant to the Offer. However, if I do not
tender such options or if those options are not otherwise amended or replaced pursuant to the
Offer, then I must take other action on my own with respect to those options in order to bring
those options into compliance with Section 409A of the Internal Revenue Code and thereby avoid
adverse tax consequences.
7. Apollo Group cannot give me legal, tax or investment advice with respect to the Offer and has
advised me to consult with my own legal, tax and investment advisor as to the consequences of
participating or not participating in the Offer.
8. Under certain circumstances set forth in the Offer document, Apollo Group may terminate or amend
the Offer and postpone its acceptance and amendment or replacement of the tendered Eligible
Options. In the event the Eligible Options tendered herewith are not accepted for amendment or
replacement, those options will be returned to me promptly following the expiration or termination
of the Offer.
9. I understand that neither Apollo Group nor Apollo Group’s Board of Directors is making any
recommendation as to whether I should tender my Eligible Options for amendment or replacement, and
that I must make my own decision whether to tender my Eligible Options, taking into account my own
personal circumstances and preferences. I understand that the Amended Options resulting from the
amendment of my tendered Eligible Options may decline in value and may be “out of the money” when I
decide to exercise those options. I further understand that past and current market prices of
Apollo Group Class A common stock may provide little or no basis for predicting what the market
price of Apollo Group Class A common stock will be when Apollo Group amends or replaces my tendered
option or at any other time in the future.
10. I hereby acknowledge that I have read the documents related to the Offer listed below:
Offer to Amend or Replace
Instructions to this Election Form
Stock Option Amendment and Special Bonus Agreement
Option Cancellation and Regrant Agreement
11. I hereby elect to participate in the Offer with respect to my Eligible Options as previously
identified, and I hereby tender such Eligible Options for amendment or replacement in accordance
with the Offer to Amend or Replace Eligible Options. I agree that the options identified are the
Eligible Options I hold. I agree and understand that each of the Eligible Options which I have
tendered pursuant to the Offer will be amended or replaced, unless I submit a new, properly
completed Election Form prior to the expiration of the Offer.
12. I understand that I must fully complete, sign and deliver this Election Form and return it to
Apollo Group via facsimile 1-800-420-4799 prior to the expiration of the Offer.
13. I further understand that I will receive an Election Confirmation Statement via email at my
Apollo Group email address listed below within one business day after the delivery of my Election
Form via facsimile to 1-800-420-4799. If I have not received an Election Confirmation Statement in
the timeframe prescribed, I agree that it is my responsibility to confirm that Apollo Group has
received my complete submission by contacting the Apollo Group Tender Offer Hotline at
1-800-398-1278 or stockoptions@apollogrp.edu. If Apollo Group does not have a record of my
submissions, Apollo Group may request that I provide evidence of those submissions or submit
additional copies thereof. I acknowledge that Apollo Group recommends that I keep a copy of my
submissions and proof of transmittal by facsimile in case I am requested to provide evidence of
timely submission.
Email address:
Employee ID number:
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Election Form. A properly completed and duly executed Election Form must be
received by Apollo Group by 11:59 p.m. Eastern Daylight Time on the Expiration Date.
Apollo Group intends to disseminate an Election Confirmation Statement via email to your Apollo
Group email address within one business day after your submission of your Election Form via
facsimile to 1-800-420-4799. If you have not received an Election Confirmation Statement in the
timeframe prescribed, Apollo Group recommends you confirm that Apollo Group’s receipt of your
submissions by contacting the Apollo Group Tender Offer Hotline at 1-800-398-1278 or
stockoptions@apollogrp.edu. If Apollo Group does not have a record of receipt of your
submissions, we may request that you show us evidence of those submissions or submit additional
copies thereof. Apollo Group recommends you keep a copy of your submissions and proof of
transmittal by facsimile in case you are asked to provide evidence of timely submission.
You may change your election with respect to your Eligible Options at any time up to 11:59 p.m.
Eastern Daylight Time on the Expiration Date. If the Offer is extended by Apollo Group beyond that time,
you may change your election with respect to your tendered Eligible Options at any time until the
extended expiration of the Offer. In addition, if Apollo Group does not accept your tendered
option by 11:59 p.m. Eastern Daylight
Time on August 9, 2007, you may revoke your election with respect to
your tendered options at any time thereafter until those options are accepted for amendment or
replacement. To validly change or revoke your election, you must access the Offer website at
https://apol.equitybenefits.com and complete and deliver a new Election Form to Apollo
Group prior to the expiration of the Offer. You should print a copy of your revised Election Form
and updated Election Confirmation Statement and keep those documents with your other records for
the Offer. Alternatively, you may submit a new paper Election Form by facsimile to 1-800-420-4799
before the expiration date. You may change your previously submitted elections as many times as
you would like prior to the expiration of the Offer.
Apollo Group will not accept any alternative, conditional or contingent tenders. All persons
tendering Eligible Options will, by completing and executing the Election Form, waive any right to
receive any notice of the acceptance of their tender, except as provided for in the Offer.
2. Tenders. If you intend to tender your Eligible Options for amendment or replacement pursuant to
the Offer, you must complete the table on the cover page of this Election Form and follow the
procedures described in Instruction 1. If you decide to tender a particular Eligible Option, you
must tender all of that option for amendment or replacement. If you hold more than one Eligible
Option, you may elect to tender one or more of those options and retain the balance.
3. Signatures on This Election Form. You must sign this Election Form.
4. Requests for Assistance or Additional Copies. Any questions or requests for assistance, as well
as requests for paper copies of the Offer document, this Election Form, the Stock Option Amendment
and Special Bonus Agreement or the Option Cancellation and Regrant Agreement, may be directed the
Apollo Group Tender Offer Hotline at 1-800-398-1278 or stockoptions@apollogrp.edu. Copies
will be furnished promptly at Apollo Group’s expense.
5. Irregularities. Apollo Group will determine, in its discretion, all questions as to the form of
documents and the validity, form, eligibility (including time of receipt) and acceptance of any
tendered option. Apollo Group will also decide, in its discretion, all questions as to (i) the
portion of each incorrectly priced option which comprises an Eligible Option for purposes of the
Offer; (ii) the Adjusted Exercise Price to be in effect under each Amended Option, (iii) the number
of shares of Apollo Group Class A common stock purchasable under each Amended Option at the
Adjusted Exercise Price, (iv) the amount of the Cash Bonus payable with respect to each Amended
Option with an Adjusted Exercise Price and (v) the cancellation of tendered Eligible Options with
exercise prices at or above the fair market value of Apollo Group Class A common stock on the
Amendment Date and the replacement of those canceled options with New Options. Apollo Group’s
determination of such matters will be final and binding on all parties. Apollo Group reserves the
right to reject any or all tenders which it determines do not comply with the conditions of the
Offer, are not in proper form or the acceptance of which would be unlawful. Apollo Group also
reserves the right to waive any of the conditions of the Offer or any defect or irregularity in the
tender with respect to any particular Eligible Option or any particular Eligible Optionee, and
Apollo Group’s interpretation of the
terms of the Offer (including these instructions) will be final and binding on all parties. No
tender of an Eligible Option will be deemed to be properly made until all defects and
irregularities have been cured by the tendering Eligible Optionee or waived by Apollo Group.
Unless waived, any defects or irregularities in connection with the tender of an Eligible Option
must be cured within such time as Apollo Group shall determine. Neither Apollo Group nor any other
person is or will be obligated to give notice of any defects or irregularities with respect to the
tendered options, and no person will incur any liability for failure to give any such notice. If
the table on the cover page of this Election Form includes options that are not eligible for the
Offer, Apollo Group will not accept those options for amendment or replacement, but Apollo Group
does intend to accept for amendment or replacement any properly tendered Eligible Option set forth
in that table.
6. Important Tax Information. You should refer to Section 15 of the Offer, which contains
important U.S. federal tax information concerning the Offer. All Eligible Optionees with Eligible
Options are strongly encouraged to consult with their own tax advisors as to the consequences of
their participation in the Offer.
7. Copies. You should print a copy of this Election Form, after you have completed and signed it,
and retain it for your records.
IMPORTANT: THE COMPLETED AND SIGNED ELECTION FORM MUST BE RECEIVED BY APOLLO GROUP BY 11:59 P.M.
EASTERN DAYLIGHT
TIME ON THE EXPIRATION DATE.