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As filed with the Securities and Exchange Commission on May 4, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 36-3932190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2895 Greenspoint Parkway, Suite 600, Hoffman Estates, Illinois, 60195, (847)
781-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John M. Larson
Chairman, President and Chief Executive Officer
2895 Greenspoint Parkway, Suite 600, 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.
Katten Muchin Zavis Sidley & Austin
525 West Monroe Street, Suite 1600 Bank One Plaza
Chicago, Illinois 60661-3693 10 South Dearborn
(312) 902-5200 Chicago, Illinois 60603
(312) 853-7000
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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 the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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]
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of Proposed maximum Amount of
securities to be registered offering price registration fee
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<S> <C> <C>
Common Stock, $.01 par value.................. $5,606,250 $1,481(1)
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) of Regulation C under the Securities Act of 1933, as
amended.
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The Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "SEC") 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-3 (Registration No. 333-33550),
including exhibits thereto, relating to the offering of up to $86,580,625 in
proposed maximum aggregate offering price of the Company's common stock, par
value $0.01 per share.
CERTIFICATION
We hereby certify to the SEC that we have instructed our bank to pay the SEC
the filing fee of $1,481 for the shares of common stock being registered hereby
as soon as practicable, but in no event later than the close of business on May
5, 2000; that we will not revoke such instructions; that we have sufficient
funds in the relevant account to cover the amount of the filing fee; and that
we undertake to confirm receipt of such instructions by the bank on May 5,
2000.
<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 4th day of May, 2000.
Career Education Corporation
/s/ John M. Larson
By: _________________________________
John M. Larson
Chairman of the Board, President
and
Chief Executive 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 May 4, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John M. Larson Chairman of the Board, President, Chief
___________________________________________ Executive Officer (Principal Executive
John M. Larson Officer) and a Director
* Senior Vice President, Chief Financial
___________________________________________ Officer, Treasurer and a Director
Patrick K. Pesch (Principal Financial and Accounting
Officer)
* Director
___________________________________________
Robert E. Dowdell
* Director
___________________________________________
Thomas B. Lally
* Director
___________________________________________
Wallace O. Laub
* Director
___________________________________________
Keith K. Ogata
</TABLE>
/s/ John M. Larson
*By: _____________________________________
John M. Larson
as Attorney-in-Fact
II-4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<C> <S> <C>
5 Opinion of Katten Muchin Zavis as to the legality of the
securities being registered (including consent)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Katten Muchin Zavis (contained in its opinion to be
filed as Exhibit 5 hereto)
24 Power of Attorney (incorporated by reference to Exhibit 24 to
the Company's Registration Statement on Form S-3, Registration
No. 333-33550)
</TABLE>
<PAGE>
May 4, 2000
Career Education Corporation
2895 Greenspoint Parkway
Suite 600
Hoffman Estates, IL 60195
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Career Education Corporation, a Delaware
corporation (the "Company"), and certain stockholders of the Company (the
"Selling Stockholders") in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission under Rule 462(b) of the Securities Act of
1933, as amended. The Registration Statement relates to a sale by the Company of
up to an aggregate of 150,000 shares (172,500 shares if the underwriters' over-
allotment option is exercised in full) of the Company's Common Stock, $.01 par
value per share (the "Common Stock").
In connection with this opinion, we have relied as to matters of fact upon
certificates of public officials and others and upon affidavits, certificates
and written statements of directors, officers and employees of, and the
accountants for, the Company. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such instruments,
documents and records as we have deemed relevant and necessary to examine for
the purpose of this opinion, including (a) the Registration Statement, (b) the
Underwriting Agreement among the Company, the Selling Stockholders and Credit
Suisse First Boston Corporation, Chase Securities Inc. and Salomon Smith Barney
Inc., as representatives of the several underwriters to be named therein (the
"Underwriting Agreement"), (c) the Amended and Restated Certificate of
Incorporation of the Company, (d) the Amended and Restated By-laws of the
Company and (e) resolutions adopted by the Board of Directors of the Company.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the due authority of the parties signing such documents, 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.
<PAGE>
Career Education Corporation
May 4, 2000
Page 2
Based upon and subject to the foregoing, it is our opinion that up to the
172,500 shares of Common Stock covered by the Registration Statement (including
up to the 22,500 shares issuable upon exercise of the underwriters' over-
allotment option), when sold by the Company and the Selling Stockholders and
paid for in accordance with the provisions of the Underwriting Agreement, will
be legally issued, fully paid and non-assessable shares of Common Stock.
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 concerning any other laws. 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.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5 to the Registration Statement. In giving this consent,
we do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
KATTEN MUCHIN ZAVIS
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Exhibit 23.1
CONSENT 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 Form 10-K for the year ended December 31, 1999 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 4, 2000
