<PAGE>
As filed with the Securities and Exchange Commission on May 25, 2000
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 36-3932190
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL 60195
(Address of Principal Executive Offices) (Zip Code)
Career Education Corporation 1998 Employee Incentive Compensation Plan
(Full Title of the Plan)
John M. Larson
Chairman, President and Chief Executive Officer
Career Education Corporation
2895 Greenspoint Parkway, Suite 600, 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
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 share 750,000 shares $39.00 $29,250,000 $7,722
==================================================================================================================
</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) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the high and low sales prices of the Common
Stock as reported on the Nasdaq National Market on May 18, 2000.
- --------------------------------------------------------------------------------
================================================================================
<PAGE>
This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which registration statements on Form S-8
relating to the Career Education Corporation Employee Incentive Compensation
Plan are effective. Accordingly, pursuant to General Instruction E to Form S-8,
the Registration Statements on Form S-8 (File Nos. 333-60335 and 333-84403)
filed by the Registrant with the Securities and Exchange Commission on July 31,
1998 and August 3, 1999 are hereby incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Third Amendment to the Career Education Corporation 1998 Employee
Incentive Compensation Plan dated January 24, 2000.
4.4 Specimen stock certificate representing Common Stock, incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-1 (File No. 333-37601).
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 public accountants.
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-1
<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 May 25, 2000.
Career Education Corporation
By: /s/ John M. Larson
----------------------------------------------------
John M. Larson
Chairman of the Board, President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John M. Larson and Patrick K. Pesch 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 May 25, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------- -------------------------------------------------
<S> <C>
/s/ John M. Larson Chairman of the Board, President, Chief Executive
- ----------------------- Officer (Principal Executive Officer) and a Director
John M. Larson
/s/ Patrick K. Pesch Senior Vice President, Chief Financial Officer and
- ----------------------- Treasurer (Principal Financial and Accounting Officer)
Patrick K. Pesch
/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
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ---------------------------------------------------------------------------------------
<S> <C>
4.3 Third Amendment to the Career Education Corporation 1998 Employee Incentive
Compensation Plan.
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 public accountants.
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>
EXHIBIT 4.3
THIRD AMENDMENT TO THE
CAREER EDUCATION CORPORATION
1998 EMPLOYEE INCENTIVE COMPENSATION PLAN
WHEREAS, Career Education Corporation (the "Corporation") has established
and maintains the Career Education Corporation 1998 Employee Incentive
Compensation Plan (the "Plan"), effective as of April 1, 1998, as amended on
July 29, 1998 and February 17, 1999; and
WHEREAS, the Corporation desires to further amend the Plan to increase the
total number of shares of Common Stock (unless otherwise stated in this
Amendment, defined terms used herein shall have the meanings ascribed to them in
the Plan) reserved and available for distribution pursuant to Awards under the
Plan;
NOW, THEREFORE, BE IT RESOLVED that, pursuant to the power and authority
reserved to the Corporation by Section 13.1 of the Plan, and pursuant to the
authority delegated to the Committee, the Plan be and hereby is amended,
effective January 24, 2000, in the following manner:
Section 4.1 is amended by deleting its first sentence and replacing it with
the following:
"4.1 Number of Shares. Subject to the adjustment under Section 4.6,
the total number of shares of Common Stock reserved and available for
distribution pursuant to Awards under the Plan shall be 2,100,000 shares of
Common Stock authorized for issuance as of the Effective Date."
Except as provided herein, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed effective as of the 24th day of January, 2000.
CAREER EDUCATION CORPORATION
By: /s/ John M. Larson
_________________________________
John M. Larson
President and Chief Executive Officer
<PAGE>
EXHIBIT 5
(312) 902-5200
[KMZ LETTERHEAD]
May 25, 2000
Career Education Corporation
2895 Greenspoint Parkway
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 750,000 additional 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 1998 Employee Incentive Compensation Plan, as amended (the "Plan").
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 and
the Stockholders of the Company relating to the amendments to the
Plan;
5. The Plan;
6. 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
7. 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.
<PAGE>
Career Education Corporation
May 25, 2000
Page 2
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
additional 750,000 shares of Common Stock issuable under the Plan, when issued
and delivered by the Company in accordance with the terms of the Plan, 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, the applicable provisions of the Delaware Constitution
and the reported judicial decisions interpreting such laws, 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>
Exhibit 23.1
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 January 20, 2000
(except with respect to the matter discussed in the last paragraph of Note 5, as
to which the date is February 1, 2000) included in Career Education
Corporation's Annual Report on Form 10-K for the year ended December 31, 1999
and incorporated by reference to Registration Statements on Form S-8 (File Nos.
333-60335 and 333-84403) and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Chicago, Illinois
May 24, 2000
