<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAREER EDUCATION CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4200 39-3932190
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE NO.)
ORGANIZATION)
2800 WEST HIGGINS ROAD, SUITE 790, HOFFMAN ESTATES, ILLINOIS 60195, (847) 781-
3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JOHN M. LARSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAREER EDUCATION CORPORATION
2800 WEST HIGGINS ROAD, SUITE 790, HOFFMAN ESTATES, ILLINOIS 60195, (847) 781-
3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
LAWRENCE D. LEVIN, ESQ. DENNIS V. OSIMITZ, ESQ.
MARK D. WOOD, ESQ. SIDLEY & AUSTIN
KATTEN MUCHIN & ZAVIS ONE FIRST NATIONAL PLAZA
525 WEST MONROE STREET, SUITE 1600 CHICAGO, ILLINOIS 60603
CHICAGO, ILLINOIS 60661 (312) 853-7000
(312) 902-5200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] 333-37601
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE (1) FEE
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<S> <C> <C>
Common Stock, $.01 par value............... $690,000 $204
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by Career Education Corporation (the "Company")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form S-1 (Registration No.
33-37601), relating to the offering of up to $51,750,000 in proposed maximum
aggregate offering price of the Company's Common Stock, par value $.01 per
share.
CERTIFICATION
The Company hereby certifies that it has instructed its bank to wire from
its account to the Commission's account at Mellon Bank the filing fee in the
amount of $204.00 for the aggregate principal amount of Common Stock being
registered hereby as soon as practicable (but in no event later than the close
of business on January 29, 1998), that it will not revoke such instructions, and
that it has sufficient funds in the relevant account to cover the amount of the
filing fee. Such instructions were sent to the Company's bank on the date of
this filing after the close of business of such bank, and the Company hereby
certifies that it will confirm receipt of such instructions by such bank on
January 29, 1998.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF
ILLINOIS, ON THE 28TH DAY OF JANUARY, 1998.
Career Education Corporation
/s/ William A. Klettke
By: _________________________________
William A. Klettke
Senior Vice President
and Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON JANUARY 28, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
* 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
William A. Klettke Financial and Accounting Officer)
* Director
___________________________________________
Robert E. Dowdell
Director
___________________________________________
Thomas B. Lally
* Director
___________________________________________
Wallace O. Laub
Director
___________________________________________
Keith K. Ogata
* Director
___________________________________________
Patrick K. Pesch
* Director
___________________________________________
Todd Steele
</TABLE>
/s/ William A. Klettke
*By: ________________________________
William A. Klettke
Attorney-in-fact
II-6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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<C> <S> <C>
23.1 Consent of Arthur Andersen LLP with respect to financial
statements of Career Education Corporation and Subsidiaries.
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
registration statement of our report dated November 19, 1997, on the financial
statements of CAREER EDUCATION CORPORATION and SUBSIDIARIES included herein and
to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
January 28, 1998
