8-K

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): April 24, 2009

Apollo Group, Inc.

(Exact name of registrant as specified in its charter)

Arizona	0-25232	86-0419443
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4025 S. Riverpoint Parkway, Phoenix,
Arizona	85040
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 966-5394

Former name or former address, if changed since last report

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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))

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Gregory W. Cappelli and Charles “Chas” B. Edelstein as Co-Chief Executive Officers

     On April 24, 2009, Gregory W. Cappelli, age 41, currently the Executive Vice President of Global Strategy and Assistant to the Executive Chairman for Apollo Group, Inc. (the “Company”), was appointed, effective immediately, to the position of Co-Chief Executive Officer of the Company. Mr. Cappelli will share the function and title of Chief Executive Officer with the Company’s current Chief Executive Officer Charles “Chas” B. Edelstein, age 49, who became CEO in August 2008. Mr. Cappelli will assume responsibility for the areas of operations, global strategy, external communications and Apollo Global, for which he will continue to serve as Chairman. Mr. Edelstein will focus on the areas of finance, corporate development, human resources and legal. Both executives will report to the Company’s Board of Directors, of which they are both members.

     On April 24, 2009, as a result of the appointments described above, the Company entered into amendments to the employment agreements with Messrs. Cappelli and Edelstein. Copies of the employment agreement amendments with Messrs. Cappelli and Edelstein (collectively, the “Amendments”) are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and the summary herein is qualified in its entirety by reference to the Amendments.

     The Amendments set forth the allocation of the authority and responsibilities of the position of Chief Executive Officer between Messrs. Cappelli and Edelstein. The amendment to Mr. Cappelli’s employment agreement provides that his annual base salary will be increased to $600,000. This salary increase will be effective as of April 24, 2009.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

     On April 27, 2009, the Company issued a press release announcing the appointment of the Co-Chief Executive Officer positions, as described in Item 5.02 of this Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

     The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided herewith:

Exhibit Number	Description
10.1	Amendment No. 2 to Employment Agreement between Apollo Group, Inc. and Gregory Cappelli, dated April 24, 2009.
10.2	Amendment No. 3 to Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated April 24, 2009.
99.1	Text of press release issued by Apollo Group, Inc. dated April 27, 2009.

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 hereunto duly authorized.

	Apollo Group, Inc.
April 27, 2009	By:	/s/ Brian L. Swartz Name: Brian L. Swartz
		Title: Senior Vice President, Chief Financial
		Officer and Treasurer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 2 to Employment Agreement between Apollo Group, Inc. and Gregory Cappelli, dated April 24, 2009.
10.2	Amendment No. 3 to Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated April 24, 2009.
99.1	Text of press release issued by Apollo Group, Inc. dated April 27, 2009.

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT

     The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and Gregory Cappelli (the “Executive”), dated March 31, 2007 and amended effective January 1, 2009 (as amended, the “Agreement”), is hereby further amended effective April 24, 2009, as follows:

1. Section 2 of the Agreement is hereby amended to read in its entirety as follows:

(a) Position. (i) The Executive will be employed as, and hold the title of, the Company’s Co-Chief Executive Officer (“Co-CEO”). The Executive and the Company’s other Co-CEO shall have primary responsibility for the implementation and execution of the Company’s strategic business plans and objectives as approved from time to time by the Company’s Board of Directors (the “Board”). The Executive, together with and the Company’s other Co-CEO, shall have the authority and responsibilities of the position of Chief Executive Officer (“CEO”) as allocated between them in the attached Exhibit 1. The authority and responsibilities contained in Exhibit 1 may be altered by the Board from time to time if in its reasonable judgment the change is necessary to assure a proper and effective organizational allocation of duties and responsibilities of the CEO position between the Co-CEOs; provided, however, that any such subsequent change in the duties and responsibilities of the Executive, without his consent, that results in a material reduction of his duties and responsibilities shall constitute grounds for a Good Reason termination. The Executive shall also have such additional duties and responsibilities as directed and approved from time to time by the Board. The Executive shall have the responsibility and duty to work with and coordinate with the Company’s other Co-CEO. The Executive shall report directly to the Board and shall have all the authority needed to perform the duties and undertake the responsibilities of his position. The Executive will be a member of the Board Chairman’s Cabinet and shall be involved in all the Company’s major strategic decisions relating to the scope of his responsibilities. The Executive will have the authority to hire appropriate personnel as may be needed to carry out his duties.

  ii) Any disagreements between the Co-CEOs shall be resolved by the Executive Committee and that Committee’s decision shall be final.

      (x) For purposes of this function of the Executive Committee, the Executive Committee shall be chaired by John G. Sperling or, in his absence, by Peter V. Sperling, in each case for so long as he is a member of the Board. In connection with all other business of the Executive Committee, the Co-CEOs will

generally share the chairmanship of the Committee with each Co-CEO chairing every other regular meeting of the Committee.

       (y) The composition of the Executive Committee shall not be changed without the approval of the Board and a majority of the then serving Executive Committee members. Any changes made to the membership of the Executive Committee (other than as a result of a member ceasing employment with the Company) without prior Board approval will automatically and immediately suspend the delegation of the dispute resolution set forth herein, and the Board will resolve all management disputes between the Co-CEOs until it has approved the membership of the Executive Committee.

(iii) For so long as Executive is serving as a Co-CEO, Executive shall be deemed to be a Principal Executive Officer for purposes of the Company’s filings with the Securities and Exchange Commission, including periodic reports and other filings under the Securities Exchange Act of 1934, as amended.

(b) Board Membership. The Company acknowledges that the Executive currently serves as a member of the Board. The Company shall, during the remainder of the Term, use its best efforts to have the Executive nominated for election and re-election as a Board member at all meetings of the Company’s Class B shareholders held during the Term at which Board members are to be elected.

(c) Obligations. The Executive shall devote his full business time and attention to the business and affairs of the Company. During the term of this Agreement, the Executive shall not engage in any other employment, service or consulting activity without the prior written approval of the Board. The foregoing, however, shall not preclude the Executive from (i) serving on any corporate, civic or charitable boards or committees on which the Executive is serving on the Commencement Date, provided those positions are listed in attached Schedule I, or on which he commences service following the Commencement Date with the prior written approval of the Board or (ii) managing personal investments, so long as such clause (i) and (ii) activities do not interfere with the performance of the Executive’s responsibilities hereunder.

(d) Change in Co-CEO. If the Company’s other Co-CEO ceases to be employed by the Company as Co-CEO, the Board may either appoint the Executive as the sole CEO of the Company or may, in consultation with the Executive, appoint a replacement for the Company’s other Co-CEO. If the Executive is not appointed the sole CEO, the Board will give the Executive written notice of any tentative decision to appoint a specified individual as Co-CEO before announcement and employment of that new Co-CEO. The Executive shall have five (5) business

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days from receipt of such written notice in which to submit his notice of termination. Said notice shall be effected in accordance with Paragraphs 7(c) and 7(e) and shall be deemed a Notice of Termination for Good Reason for purposes of Paragraph 8(b), but no Preliminary Notice of Good Reason or waiting period prior to the effectiveness of such Notice of Termination shall be required under Paragraph 7(c) as a condition to the effectiveness of such notice, and such termination shall accordingly be effective immediately upon the Company’s receipt of the notice of termination. Failure of the Executive to provide the above notice of termination within the applicable five (5) day period shall be deemed an acceptance of the new Co-CEO, and thereafter the Executive will not have the right to assert that the appointment of the new Co-CEO constitutes grounds for a Good Reason termination hereunder. If Executive becomes the sole CEO, he shall continue to report directly to the Board, with such duties, responsibilities and authorities as are commensurate with such position, and any allocation of responsibilities set forth in attached Exhibit 1 shall cease to apply. The appointment of the Executive as sole CEO shall not be considered Good Reason under Section 7.

2. Section 3(a) of the Agreement is hereby amended in its entirety to read as follows:

(a) Base Salary. The Company agrees to pay or cause to be paid to the Executive an annual base salary at the rate of $600,000 less applicable withholding. This base salary will be subject to annual review and may be increased from time to time by the Compensation Committee of the Board of Directors (the “Compensation Committee”) upon consideration of such factors as the Executive’s responsibilities, compensation of similar executives within the Company and in other companies, performance of the Executive and other pertinent factors. The Executive’s annual rate of base salary, as it may be increased from time to time, will be hereinafter referred to as the “Base Salary”. Such Base Salary will be payable in accordance with the Company’s customary practices applicable to its executives.

     3. Except as modified by this Amendment, all the terms and provisions of the Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, Apollo Group, Inc. has caused this Amendment to be executed on its behalf by its duly-authorized officer on the date indicated below, and the Executive has executed this Amendment on the date indicated below.

GREGORY CAPPELLI		APOLLO GROUP, INC.
/s/ Gregory Cappelli		By:	/s/ Joseph L. D’Amico
Date:	April 24, 2009	Title:	President and Chief Operating Officer
		Date:	April 24, 2009

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Exhibit 1

External Communi-cations Global Strategy Apollo Global IR Operations Legal Human Resources Ombuds Corporate Development Financial Cappelli Edelstein Board

EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 3
TO
EMPLOYMENT AGREEMENT

     The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and Charles B. Edelstein (the “Executive”), dated July 7, 2008, first amended effective October 31, 2008, and subsequently amended effective February 23, 2009 (as amended, the “Agreement”), is hereby further amended effective April 24, 2009, as follows:

     1. Section 2(a) of the Agreement is hereby amended to read in its entirety as follows:

(a) Position. (i) The Executive will be employed as, and hold the title of, the Company’s Co-Chief Executive Officer (“Co-CEO”). The Executive and the Company’s other Co-CEO shall have primary responsibility for the implementation and execution of the Company’s strategic business plans and objectives as approved from time to time by the Company’s Board of Directors (the “Board”). The Executive together with the Company’s other Co-CEO, shall have the authority and responsibilities of the position of Chief Executive Officer (“CEO”) as allocated between them in the attached Exhibit 1. The authority and responsibilities contained in Exhibit 1 may be altered by the Board from time to time if in its reasonable judgment the change is necessary to assure a proper and effective organizational allocation of duties and responsibilities of the CEO position between the Co-CEOs; provided, however, that any such subsequent change in the duties and responsibilities of the Executive, without his consent, that results in a material reduction of his duties and responsibilities shall constitute grounds for a Good Reason termination. The Executive shall also have such additional duties and responsibilities as directed and approved from time to time by the Board. The Executive shall have the responsibility and duty to work with and coordinate with the Company’s other Co-CEO. The Executive shall report directly to the Board and shall have all the authority needed to perform the duties and undertake the responsibilities of his position. The Executive will be a member of the Board Chairman’s Cabinet and shall be involved in all the Company’s major strategic decisions relating to the scope of his responsibilities. The Executive will have the authority to hire appropriate personnel as may be needed to carry out his duties. The Executive hereby agrees that the change in his position from Chief Executive Officer to that of Co-CEO pursuant to the terms of this Amendment No. 3 shall not constitute grounds for a Good Reason termination under Section 7(c) of the Agreement or otherwise entitle the Executive to any of the severance benefits set forth in Section 8(b) of the Agreement.

ii) Any disagreements between the Co-CEOs shall be resolved by the Executive Committee and that Committee’s decision shall be final.

        (x) For purposes of this function of the Executive Committee, the Executive Committee shall be chaired by John G. Sperling or, in his absence, by Peter V. Sperling, in each case for so long as he is a member of the Board. In connection with all other business of the Executive Committee, the Co-CEOs will generally share the chairmanship of the Committee with each Co-CEO chairing every other regular meeting of the Committee.

        (y) The composition of the Executive Committee shall not be changed without the approval of the Board and a majority of the then serving Executive Committee members. Any changes made to the membership of the Executive Committee (other than as a result of a member ceasing employment with the Company) without prior Board approval will automatically and immediately suspend the delegation of the dispute resolution set forth herein, and the Board will resolve all management disputes between the Co-CEOs until it has approved the membership of the Executive Committee.

  (iii) For so long as Executive is serving as a Co-CEO, Executive shall be deemed to be a Principal Executive Officer for purposes of the Company’s filings with the Securities and Exchange Commission, including periodic reports and other filings under the Securities Exchange Act of 1934, as amended.

     2. Section 2 of the Agreement is hereby amended to add Section 2(d) to read as follows:

(d) Change in Co-CEO. If the Company’s other Co-CEO ceases to be employed by the Company as Co-CEO, the Board may either appoint the Executive as the sole CEO of the Company or may, in consultation with the Executive, appoint a replacement for the Company’s other Co-CEO. If the Executive is not appointed the sole CEO, the Board will give the Executive written notice of any tentative decision to appoint a specified individual as Co-CEO before announcement and employment of that new Co-CEO. The Executive shall have five (5) business days from receipt of such written notice in which to submit his notice of termination. Said notice shall be effected in accordance with Paragraphs 7(c) and 7(e) and shall be deemed a Notice of Termination for Good Reason for purposes of Paragraph 8(b), but no Preliminary Notice of Good Reason or waiting period prior to the effectiveness of such Notice of Termination shall be required under Paragraph 7(c) as a condition to the effectiveness of such notice, and such termination shall accordingly be effective immediately upon the Company’s receipt of the notice of termination. Failure of the Executive to provide the above notice of termination within the applicable five (5) day period shall be deemed an acceptance of the new Co-CEO, and thereafter the Executive will not have the

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right to assert that the appointment of the new Co-CEO constitutes grounds for a Good Reason termination hereunder. If Executive becomes the sole CEO, he shall continue to report directly to the Board, with such duties, responsibilities and authorities as are commensurate with such position, and any allocation of responsibilities set forth in attached Exhibit 1 shall cease to apply. The appointment of the Executive as sole CEO shall not be considered Good Reason under Section 7.

     3. Except as modified by this Amendment, all the terms and provisions of the Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, Apollo Group, Inc. has caused this Amendment to be executed on its behalf by its duly-authorized officer on the date indicated below, and the Executive has executed this Amendment on the date indicated below.

CHARLES B. EDELSTEIN	APOLLO GROUP, INC.
/s/ Charles B. Edelstein	By:	/s/ Joseph L. D’Amico
Date: April 24, 2009	Title:	President and Chief Operating Officer
	Date:	April 24, 2009

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Exhibit 1

EX-99.1

Exhibit 99.1

Apollo Group, Inc.
News Release

APOLLO GROUP, INC. NAMES GREGORY W. CAPPELLI
JOINT CHIEF EXECUTIVE OFFICER

Phoenix, Arizona, April 27, 2009 — Apollo Group, Inc. (Nasdaq: APOL) today announced its Board of Directors has named Gregory W. Cappelli as Co-Chief Executive Officer (CEO), effective immediately. Cappelli will share responsibility for the Company with Charles “Chas” B. Edelstein, who was appointed to the CEO position in July of 2008. As Co-CEOs, Edelstein will focus on finance, corporate development, human resources and legal while Cappelli will concentrate on operations, strategy, external communications and Apollo Global, for which he will continue to serve as Chairman. Both executives will report to the Company’s Board of Directors.

“This decision formalizes the collaborative leadership structure that has evolved into practice in recent months,” said Dino DeConcini, lead independent director of the Company’s Board. “We could not be more pleased with the opportunity to leverage Chas and Greg’s complementary skills and long-standing partnership.” The two executives previously worked together for more than a decade at Credit Suisse, where they jointly led the investment bank’s efforts in the Global Services Group.

“Greg and I recognize the power of maximizing each other’s strengths, and have become highly adept at shared decision-making over the years,” said Edelstein. “I am gratified with our Board’s support of our shared leadership, and look forward to our continued success together on behalf of Apollo.”

Cappelli, 41, most recently served as Executive Vice President of Global Strategy, Assistant to the Executive Chairman and Chairman of Apollo Global. He joined the Company in April 2007 from Credit Suisse, where he served as Managing Director and Senior Research Analyst, specializing in the higher education sector. While at Credit Suisse, Cappelli founded the Global Services Group. Previously, he was Vice President and Senior Research Analyst with ABN AMRO. Cappelli holds a bachelor’s degree in Economics from Indiana University and an MBA from the Brennan School of Business at Dominican University.

“I am honored to be joining Chas as Co-CEO of one of the most influential educational organizations in the world today,” said Cappelli. “I am confident in our united ability to deliver accessible programs and academic excellence through the Company’s growing multinational network of institutions.”

Edelstein, 49, has more than 20 years of experience as a strategic and financial advisor. He joined the Company from Credit Suisse, where he served as Managing Director and headed the Global Services Group in addition to the Chicago investment banking office. Edelstein founded and oversaw Credit Suisse’s leading advisory practice in the education industry. Previously, he worked at Price Waterhouse, now PricewaterhouseCoopers, as an auditor and management consultant. Edelstein received a bachelor’s degree with highest distinction from the University of Illinois and an MBA from Harvard Business School, where he graduated as a Baker Scholar with high distinction.

About Apollo Group, Inc.

Apollo Group, Inc. has been an education provider for more than 30 years, providing academic access and opportunity to students through its subsidiaries University of Phoenix, Institute for Professional Development, College for Financial Planning, Western International University, Meritus University, Insight Schools and Apollo Global. The Company’s distinctive educational programs and services are provided at the high school, undergraduate, graduate and doctoral levels in 40 states and the District of Columbia; Puerto Rico; Alberta and British Columbia, Canada; Mexico; Chile; and the Netherlands, as well as online throughout the world (data as of February 28, 2009).

For more information about Apollo Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company’s website at www.apollogrp.edu.

Investor Relations Contact:
Allyson Pooley ~ (312) 660-2025 ~ allyson.pooley@apollogrp.edu
Media Contact:
Sara Jones ~ Mercury Public Affairs ~ (818) 326-1871 ~ sjones@mercuryllc.com