<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1998
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
CAREER EDUCATION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 39-3932190
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
(Address of Principal Executive Offices) (Zip Code)
Career Education Corporation 1995 Stock Option Plan
Career Education Corporation 1998 Employee Incentive Compensation Plan
Career Education Corporation 1998 Non-Employee Directors' Stock Option Plan
Amended and Restated Option Agreement between Career Education Corporation and
John M. Larson, as amended.
Supplemental Option Agreement between Career Education Corporation and John M.
Larson
Amended and Restated Option Agreement between Career Education Corporation and
Robert E. Dowdell, as amended.
(Full Title of the Plan)
John M. Larson
President and Chief Executive Officer
Career Education Corporation
2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
(Name and Address of agent for service)
(847) 781-3600
(Telephone Number, including area code, of agent for service)
With a copy to:
Lawrence D. Levin, Esq.
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities Amount to be offering price Proposed maximum Amount of
to be registered registered(1) per share(2) aggregate offering price(2) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 1,112,471 shares See Footnote 2 below $19,310,966 $6.546
share
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</TABLE>
(1) Includes an indeterminate number of shares of Career Education Corporation
Common Stock ("Common Stock") that may be issuable by reason of stock
splits, stock dividends or similar transactions in accordance with Rule 416
under the Securities Act of 1933.
(2) The amounts are based upon the exercise of options for 573,547 shares of
Common Stock at an average exercise price of $10.00 per share, and the
average of the high and low sales prices of the Common Stock as reported on
the Nasdaq National Market on July 30, 1998, which was $25.19 per share,
with respect to the exercise of options for 538,924 shares of Common Stock.
Such amounts are used solely for the purpose of calculating the registration
fee pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is currently included in
the prospectuses for the Career Education Corporation 1995 Stock Option Plan,
the Career Education Corporation 1998 Employee Incentive Compensation Plan, the
Career Education Corporation 1998 Non-Employee Directors' Stock Option Plan, the
Amended and Restated Option Agreement dated as of July 31, 1995, between the
Company and John M. Larson, as amended, the Supplemental Option Agreement dated
as of July 31, 1995, between the Company and John M. Larson, and the Amended and
Restated Option Agreement dated as of July 31, 1995, between the Company and
Robert E. Dowdell, as amended (collectively, the "Plan"), and is not being filed
with or included in this Form S-8 in accordance with the rules and regulations
of the Securities and Exchange Commission (the "Commission").
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Commission by Career
Education Corporation (the "Company") are incorporated in this Registration
Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
subsequent amendment or any report filed for the purpose of updating
such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XII of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall indemnify its directors to the
full extent permitted by the General Corporation Law of the State of Delaware
and may indemnify its officers and employees to such extent, except that the
Registrant shall not be obligated to indemnify any such person (i) with respect
to proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, or (ii) for any amounts paid in settlement of
an action indemnified against by the Registrant without the prior written
consent of the Registrant. The Registrant has entered into indemnity agreements
with each of its directors. These agreements require the Registrant, among other
things, to indemnify such directors against certain liabilities that may arise
by reason of their status or service as directors, to advance expenses to them
as they are incurred, provided that they undertake to repay the amount advanced
if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' liability insurance if available on
reasonable terms.
II-1
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In addition, Article XII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable to the Registrant or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for willful
or negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds or (iv) for any transaction from which the director
derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Registrant has purchased a directors' and officers' liability
insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (the "1997
10-K").
4.2 Amended and Restated By-laws of the Company, incorporated by
reference to Exhibit 3.2 to the 1997 10-K.
4.3 The Career Education Corporation 1995 Stock Option Plan, incorporated
by reference to Exhibit 10.1 to the Company's Registration Statement
on Form S-1 (File No. 333-37601) (the "IPO Registration Statement").
4.4 Form of Option Agreement under the Registrant's 1995 Stock Option
Plan, incorporated by reference to Exhibit 10.2 of the IPO
Registration Statement.
4.5 The Career Education Corporation 1998 Employee Incentive
Compensation Plan, incorporated by reference to Exhibit 10.3 to the
IPO Registration Statement.
4.6 Forms of Option Agreements under the Registrant's 1998 Employee
Incentive Compensation Plan, incorporated by reference to Exhibit
10.4 of the IPO Registration Statement.
4.7 The Career Education Corporation 1998 Non-Employee Directors' Stock
Option Plan, incorporated by reference to Exhibit 10.5 to the IPO
Registration Statement.
4.8 Form of Option Agreement under the Registrant's 1998 Non-Employee
Directors' Stock Option Plan, incorporated by reference to Exhibit
10.6 of the IPO Registration Statement.
4.9 Amended and Restated Option Agreement dated as of July 31, 1995,
between the Company and John M. Larson, and amendment thereto dated
as of October 20, 1997, incorporated by reference to Exhibit 10.8 to
the IPO Registration Statement.
4.10 Supplemental Option Agreement dated as of July 31, 1995, between the
Registrant and John M. Larson, incorporated by reference to Exhibit
10.9 to the IPO Registration Statement.
II-2
<PAGE>
4.11 Amended and Restated Option Agreement dated as of July 31, 1995,
between the Company and Robert E. Dowdell, and amendment thereto
dated as of October 20, 1997, incorporated by reference to Exhibit
10.10 to the IPO Registration Statement.
4.12 Specimen stock certificate representing Common Stock, incorporated by
reference to Exhibit 4.1 to the IPO Registration Statement.
5 Opinion of Katten Muchin & Zavis as to the legality of the shares of
Common Stock being offered under the Plan.
23.1 Consent of Arthur Andersen LLP, independent auditors.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as
Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
II-3
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Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information set
forth in the 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;
provided, however, that paragraphs (a)(i) and (a)(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 by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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 Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Hoffman Estates, State of Illinois, on July 27, 1998.
Career Education Corporation
By: /s/ JOHN M. LARSON
--------------------------------------------
John M. Larson
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John M. Larson and William A. Klettke and, each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto each such attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and
confirming each act that said attorney-in-fact and agent may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 27, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------ ------------------------------------------------------------
<S> <C>
/s/ JOHN M. LARSON President, Chief Executive Officer (Principal Executive
- ------------------------ Officer) and a Director
John M. Larson
/s/ WILLIAM A. KLETTKE Senior Vice President and Chief Financial Officer (Principal
- ------------------------ Financial and Accounting Officer)
William A. Klettke
/s/ ROBERT E. DOWDELL Director
- ------------------------
Robert E. Dowdell
/s/ THOMAS B. LALLY Director
- ------------------------
Thomas B. Lally
/s/ WALLACE O. LAUB Director
- ------------------------
Wallace O. Laub
/s/ KEITH K. OGATA Director
- ------------------------
Keith K. Ogata
/s/ PATRICK K. PESCH Director
- ------------------------
Patrick K. Pesch
</TABLE>
II-5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ----------------------------------------------------------------------------------
<C> <S>
5 Opinion of Katten Muchin & Zavis as to the legality of the shares of Common Stock
being offered under the Plan.
23.1 Consent of Arthur Andersen LLP, independent auditors.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
<PAGE>
KATTEN MUCHIN & ZAVIS
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 902-5200
July 30, 1998
Career Education Corporation
2800 West Higgins Road
Hoffman Estates, IL 60195
Ladies and Gentlemen:
We have acted as counsel for Career Education Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration for sale under the Securities Act of 1933, as amended (the "Act"),
of 1,112,471 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), which may be issued pursuant to the Career Education
Corporation 1995 Stock Option Plan, Career Education Corporation 1998 Employee
Incentive Compensation Plan, Career Education Corporation 1998 Non-Employee
Directors' Stock Option Plan, Amended and Restated Option Agreement between
Career Education Corporation and John M. Larson, as amended, Supplemental Option
Agreement between Career Education Corporation and John M. Larson, Amended and
Restated Option Agreement between Career Education Corporation and Robert E.
Dowdell, as amended (the "Plans"). This opinion is being furnished in accordance
with the requirements of Item 605(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of the
following:
1. The Registration Statement;
2. The Amended and Restated Certificate of Incorporation of the
Company;
3. The Amended and Restated By-Laws of the Company;
4. Records of proceedings and actions of the Board of Directors of
the Company relating to the adoption and amendment of the Plan;
5. Written consents of the stockholders of the Company relating to
the adoption and amendment of the Plans;
6. The Plans;
<PAGE>
Career Education Corporation
July 30, 1998
Page 2
7. The form of Option Agreements under the Plans (the "Option
Agreements");
8. Certificates of public officials, officers, representatives and
agents of the Company, and we have assumed that all of the
representations contained therein are accurate and complete; and
9. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, accuracy and completeness of all documents and records that we
have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.
Based upon and subject to the foregoing, we are of the opinion that the
1,112,471 shares of Common Stock issuable under the Plans, when issued and
delivered by the Company in accordance with the terms of the Plans and the
applicable Option Agreements, will be validly issued, fully paid and
nonassessable securities of the Company.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion herein concerning any
other laws. In addition, we express no opinion herein concerning any statutes,
ordinances, administrative decisions, rules or regulations of any county, town,
municipality or special political subdivision (whether created or enabled
through legislative action at the federal, state or regional level). This
opinion is given as of the date hereof and we assume no obligation to advise you
of changes that may hereafter be brought to our attention. In connection
therewith, we hereby consent to the use of this opinion for filing as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
-------------------------
KATTEN MUCHIN & ZAVIS
<PAGE>
EX-23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1998
included in Career Education Corporation's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
July 28, 1998
