As filed with the Securities and Exchange Commission on July 23, 2007
Securities Act Registration No. 333-_________
Exchange Act File No. 001-31924
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 84-0748903
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
121 SOUTH 13TH STREET, SUITE 201
LINCOLN, NEBRASKA 68508
(Address of Principal Executive Offices) (Zip Code)
NELNET, INC. RESTRICTED STOCK PLAN
(Full title of the plan)
TERRY J. HEIMES
CHIEF FINANCIAL OFFICER
NELNET, INC.
121 SOUTH 13TH STREET, SUITE 201
LINCOLN, NEBRASKA 68508
(Name and address of agent for service)
(402) 458-2370
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities Amount to be price offering registration
to be registered registered(1) per share price fee
---------------- ------------- --------- --------- -----------
Class A
Common Stock, 1,000,000 $22.73(2) $22,730,000 $697.81(3)
par value $0.01 shares(1)
per share
---------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also shall cover any
additional shares of Class A common stock which become issuable under the
plan resulting from any stock dividend, stock split, or similar transaction.
(2) Solely for the purpose of computing the registration fee in accordance with
Rule 457(c) and (h) under the Securities Act, the price shown is based upon
the price of $22.73 per share, which is the average of the high and low
selling prices for the registrant's Class A common stock as reported on the
New York Stock Exchange on July 18, 2007.
(3) Calculated under Section 6(b) of the Securities Act as 0.0000307 of
$22,730,000. Pursuant to General Instruction E to Form S-8, a filing fee is
only being paid with respect to the registration of an additional 1,000,000
shares of Class A common stock under the plan. A Registration Statement on
Form S-8 (Registration No. 333-112374) has been previously filed for
1,000,000 shares of Class A common stock under the plan.
This registration statement relates to the previously filed registration
statement discussed below and is being filed under General Instruction E. of
Form S-8 in order to register additional shares of the same class as other
securities for which a registration statement filed on this form relating to the
same employee benefit plan is effective.
On January 30, 2004, the registrant filed a registration statement on
Form S-8 (File No. 333-112374) to register 2,100,000 shares of Class A common
stock, which included 1,000,000 shares of Class A common stock issuable under
the Nelnet, Inc. Restricted Stock Plan (the "Plan"). The contents of that
registration statement are incorporated by reference into this registration
statement. The registrant is now filing this separate registration statement to
register an additional 1,000,000 shares of Class A common stock which, as a
result of an amendment to the Plan, may be issued thereunder.
ITEM 8. EXHIBITS.
The following exhibits are furnished as part of this registration
statement:
Exhibit
No. Description
--- -----------
5.1* Opinion of Perry, Guthery, Haase & Gessford, P.C., L.L.O.
23.1* Consent of KPMG LLP.
23.2* Consent of Perry, Guthery, Haase & Gessford, P.C., L.L.O.
(included in Exhibit 5.1).
24.1* Power of Attorney (included in signature page hereof).
99.1 Nelnet, Inc. Restricted Stock Plan, as amended through May 24,
2007 (filed as Exhibit 10.1 to the registrant's Current Report on
Form 8-K filed on May 31, 2007 and incorporated herein by
reference).
----------------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) 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;
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provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Filing of Registration Statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to any provision or arrangement whereby the registrant may indemnify a
director, officer or controlling person of the registrant against liabilities
arising under the Securities Act, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Lincoln, State of Nebraska, on July 23, 2007.
NELNET, INC.
By: /S/ MICHAEL S. DUNLAP
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Michael S. Dunlap
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes, constitutes and appoints Michael S. Dunlap and
Terry J. Heimes his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, and each with full power to act alone,
for the undersigned and in his or her own name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments
and other amendments thereto) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing as the undersigned could do in person,
hereby ratifying and confirming all that each said attorney-in-fact and agent,
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 dates indicated.
Signature Title Date
--------- ----- ----
/S/ MICHAEL S. DUNLAP Chairman of the Board of Directors July 23, 2007
------------------------ and Chief Executive Officer
Michael S. Dunlap (Principal Executive Officer)
/S/ TERRY J. HEIMES Chief Financial Officer July 23, 2007
------------------------ (Principal Financial Officer and
Terry J. Heimes Principal Accounting Officer)
Director ______________
------------------------
Stephen F. Butterfield
Director ______________
------------------------
James P. Abel
/S/ THOMAS E. HENNING Director July 20, 2007
------------------------
Thomas E. Henning
/S/ BRIAN J. O'CONNOR Director July 20, 2007
------------------------
Brian J. O'Connor
/S/ MICHAEL D. REARDON Director July 20, 2007
------------------------
Michael D. Reardon
/S/ JAMES H. VAN HORN Director July 20, 2007
------------------------
James H. Van Horn