UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

Capella Education Company

(Exact name of registrant as specified in its charter)

Minnesota		41-1717955
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

225 South 6th Street, 9th Floor, Minneapolis, MN		55402
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Names of each exchange on which each class is to be registered
Common Stock, $0.01 par value per share		The Nasdaq Stock Market LLC

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: 333-124119

Securities to be registered pursuant to Section 12(g) of the Act:

 

 

Item 1. Description of Registrant’s Securities to be Registered.

     A description of the Common Stock to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the Prospectus included in the Registrant’s Form S-1 Registration Statement, No. 333-124119, as amended from time to time (the “S-1 Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on April 18, 2005 and is incorporated herein by reference.

Item 2. Exhibits.

     Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.