AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA EDUCATION, INC.
(formerly SLM Holding Corporation)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-2013874
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1160 SALLIE MAE DRIVE
RESTON, VIRGINIA 20193
(Address of Principal Executive Offices) (Zip Code)
SALLIE MAE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
(Full Title of the Plan)
MARIANNE M. KELER
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
USA EDUCATION, INC.
11600 SALLIE MAE DRIVE
RESTON, VIRGINIA 20193
(Name and Address of Agent for Service)
(703) 810-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
THOMAS D. WASHBURNE, JR., ESQ.
MICHAEL W. CONRON, ESQ.
VENABLE, BAETJER AND HOWARD, LLP
SUITE 1800, 2 HOPKINS PLAZA
BALTIMORE, MD 21201-2978
(410) 244-7400
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum Amount of
Title of Securities to be registered registered offering price per share aggregate offering price Registration fee
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USA Education, Inc. Deferred $50,000,000 100% $50,000,000 $10,600(2)
Compensation Plan Obligations (1)
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USA Education, Inc., Common Stock par 388,756 shares $81.90 (4) $31,839,116 $-0- (5)
value $0.20 per share (3)
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USA Education, Inc., Common Stock par 221,745 shares $81.90 (4) $18,160,916.50 $4,541
value $0.20 per share (6)
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(1) The Sallie Mae Deferred Compensation Plan Obligations ("Obligations")
are unsecured obligations of USA Education, Inc. to pay deferred
compensation in the future in accordance with the terms of the Sallie
Mae Deferred Compensation Plan for Key Employees.
(2) Registration Statement No. 333-80921 has been terminated with respect
to $6,839,157 of Obligations. A registration fee of $1900 was
previously paid with respect to such Obligations and, pursuant to Rule
457(p), will partially offset the registration fee that would otherwise
be payable of 12,500 for this Form S-8.
(3) Represents shares issuable to certain Plan participants that elect to
have Obligations track USA Education, Inc. Common Stock for all
distributions upon or following termination of employment with USA
Education, Inc.
(4) Pursuant to Rule 457(c), the price of the Common Stock is based on the
average of the high and low prices for USA Education, Inc. Common Stock
of $81.90 as reported by the New York Stock Exchange on August 23,
2001.
(5) No filing fee is payable pursuant to Rule 457(h)(2).
(6) Represents shares issuable to certain Plan participants that elect to
have their Obligations, that were previously registered on Form S-8
(Registration Statement No. 333-80921), track USA Education, Inc.
Common Stock for all distributions upon or following termination of
employment with USA Education, Inc.
INTRODUCTION
This Registration Statement on Form S-8 is filed by USA
Education, Inc. (formerly SLM Holding Corporation), a Delaware corporation (the
"Company" or the "Registrant"), relating to the issuance in accordance with the
terms of the Sallie Mae Deferred Compensation Plan for Key Employees (the
"Plan") of up to:
- $50,000,000 of unsecured obligations of the Company to pay deferred
compensation in the future (the "Obligations");
- shares of USA Education, Inc. Common Stock, par value $0.20 per
share,(the "Common Stock") issuable to certain Plan participants that
elect to have Obligations that are being registered on this Form S-8
track shares of Common Stock in connection with all distributions under
the Plan upon or following termination of employment with the Company.
- shares of Common Stock issuable to Plan participants that elect to have
their Obligations, that were previously registered on Form S-8
(Registration Statement No. 333-80921), track shares of Common Stock in
connection with all distributions under the Plan upon or following
termination of employment with the Company.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
Omitted from this Registration Statement in accordance with
the Note to Part I of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Omitted from this Registration Statement in accordance with
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which the Company previously filed
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference and made a part of this Registration
Statement:
(a) The Company's latest Annual Report on Form 10-K for
the fiscal year ended December 31, 2000; and
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year
covered by the Annual report referred to in (a)
above; and
(c) the description of the Common Stock set forth under
the caption "Description of Registrant's Securities
to be Registered" in the Registrant's Registration
Statement on Form 8-A dated August 7, 1997, together
with any amendment or report filed with the
Commission for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or
any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
A. Obligations
$50,000,000 of Obligations are being registered under this
Registration Statement to be offered to certain eligible employees of the
Company pursuant to Plan. The Obligations are general unsecured obligations of
the Company to pay deferred compensation in the future in accordance with the
terms of Plan from the general assets of the Company, and rank equally with
other unsecured and unsubordinated indebtednesss of the Company from time to
time outstanding.
Under the Plan, the Company will provide eligible employees
the opportunity to enter into agreements for the deferral of a specified
percentage of their compensation. The Sallie Mae Deferred Compensation Plan
Committee of the Board of Directors (the "Committee") may select from management
and other highly compensated employees who may participate in the Plan (each a
"Participant"). The Committee will administer the Plan and will establish rules
and regulations governing the Plan and Participants.
A Participant's interest in a deferred compensation account,
and thus the Participant's right to the Obligations, generally cannot be
transferred, alienated or assigned, nor are they subject to attachment,
execution, garnishment or other such equitable legal process, except in the case
of certain qualified domestic relations orders.
A Participant is permitted to defer up to 85% of his or her
base salary, 100% of his or her bonus earned under the Company's Management
Incentive Plan (after required payroll withholdings and deductions) and cash
severance payments.
A Participant may make two elections during each year. One
election will relate to base salary (which may, at the Participant's elections,
include other income that may be treated as ordinary income, including cash
severance payment). Each Participant will have the opportunity to make this
election annually on a date determined by the Committee to defer salary to be
earned in the following year. The second election will relate to bonus amounts.
The election with respect to a bonus earned in one year and paid in the next
succeeding year must be filed by June 30 of the year in which such bonus is
earned. The third election will relate to any cash severance payments you might
receive. If you first become a Participant after the start of a year, you might
make an election no later than 30 days after you become a Participant to defer a
cash severance payment that might be paid to you after the date of your
election.
Deferrals will be credited to a hypothetical account
established for each Participant. Earnings and losses will be based upon the
hypothetical investment options elected by the Participant. There are currently
32 investment options, including an option to invest in Common Stock.
Participants may direct the manner in which their deferrals are deemed invested
from among these investment options, and may change their investment directions
from time to time in accordance with procedures established by the Committee. A
Participant may make a separate investment election with respect to his or her
salary deferrals and bonus.
An election by an Insider (a participant in the Plan who, as
of February 1, 2001, is considered by the Company to be subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended) to have his hypothetical
account deemed to be invested in Common Stock may not be changed. Further, any
portion of an Insider's hypothetical account deemed to be invested in Common
Stock shall be distributed in a lump sum, in the form of Common Stock within 60
days of separation from service to the Company.
Deferrals of compensation are credited, at the election of the
Participant, to two different accounts: (a) the Retirement Distribution Account
and (b) the In-Service Distribution Account. Each year, the Participant may make
an election with respect to how much of his or her deferrals will be credited to
each account. Once amounts are deferred into a particular account, those amounts
and the earnings thereon, cannot be moved to the other account. The election
with respect to the allocation of deferrals between the two accounts cannot be
changed during the year. Account balances are not segregated from the Company's
general assets. The right of each Participant to receive payments is that of a
general, unsecured creditor of the Company.
B. Common Stock
Not required.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of the Registrant's By-Laws provides for
indemnification of the officers and directors of USA Education, Inc. to the
fullest extent permitted by applicable law. Section 145 of the Delaware General
Corporation Law provides, in relevant part, that a corporation organized under
the laws of Delaware shall have the power, and in certain cases the obligation,
to indemnify any person who was or is a party or is threatened to be made a
party to any suit or proceeding because such person is or was a director,
officer, employee or agent of the corporation or is or was serving, at the
request of the corporation, as a director, officer, employee or agent of another
corporation, against all costs actually and reasonably incurred by him in
connection with such suit or proceeding if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, he or
she had no reason to believe his or her conduct was unlawful. Similar indemnity
is permitted to be provided to such persons in connection with an action or suit
by or in right of the corporation, provided such person acted in good faith and
in a manner he or she believed to be in or not opposed to the best interests of
the corporation, and provided further (unless a court of competent jurisdiction
otherwise determines) that such person shall not have been adjudged liable to
the corporation.
The directors and officers of the Registrant and its
subsidiaries are covered by a policy of insurance under which they will be
insured, within the limits and subject to certain limitations, against certain
expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities that might be imposed as a result of such actions, suits or
proceedings in which they are parties by reason of being or having been
directors or officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 Sallie Mae Deferred Compensation Plan for Key Employees, as amended.
5.1 Opinion of Marianne M. Keler, Esq.
23.1 Consent of Marianne M. Keler, Esq. (contained in Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
24 Power of Attorney (contained on signature page hereto).
Item 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reston, Commonwealth of Virginia, on this 27th
day of August 2001.
USA EDUCATION, INC.
By: /s/ ALBERT L. LORD
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Albert L. Lord
Each person whose signature appears below constitutes and appoints
Marianne M. Keler and Mary F. Eure, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ ALBERT L. LORD Chief Executive Officer August 27, 2001
--------------------------------- (Principal Executive Officer)
Albert L. Lord
/s/ JOHN F. REMONDI Chief Financial Officer August 27, 2001
--------------------------------- (Principal Financial and
John F. Remondi Accounting Officer)
/s/ EDWARD A. FOX Chairman of the Board of Directors August 27, 2001
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Edward A. Fox
/s/ CHARLES L. DALEY Director August 27, 2001
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Charles L. Daley
/s/ WILLIAM M. DIEFENDERFER, III Director August 27, 2001
---------------------------------
William M. Diefenderfer, III
/s/ THOMAS J. FITZPATRICK Director August 27, 2001
---------------------------------
Thomas J. Fitzpatrick
/s/ DIANE SUITT GILLELAND Director August 27, 2001
---------------------------------
Diane Suitt Gilleland
/s/ EARL A. GOODE Director August 27, 2001
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Earl A. Goode
/s/ ANN TORRE GRANT Director August 27, 2001
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Ann Torre Grant
/s/ RONALD F. HUNT Director August 27, 2001
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Ronald F. Hunt
/s/ BENJAMIN J. LAMBERT, III Director August 27, 2001
---------------------------------
Benjamin J. Lambert, III
/s/ JAMES C. LITZENICH Director August 27, 2001
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James C. Litzenich
/s/ BARRY A. MUNITZ Director August 27, 2001
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Barry A. Munitz
/s/ A. ALEXANDER PORTER, JR Director August 27, 2001
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A. Alexander Porter, Jr.
/s/ WOLFGANG SCHOELLKOPF Director August 27, 2001
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Wolfgang Schoellkopf
/s/ STEVEN L. SHAPIRO Director August 27, 2001
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Steven L. Shapiro
/s/ BARRY L. WILLIAMS Director August 27, 2001
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Barry L. Williams
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
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4.1 Sallie Mae Deferred Compensation Plan for Key Employees, as amended.
5.1 Opinion of Marianne M. Keler, Esq.
23.1 Consent of Marianne M. Keler, Esq. (contained in Exhibit 5.1)
23.2 Consent of Independent Public Accounts
24 Power of Attorney (contained on signature page hereto).