<PAGE>
As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-45510
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
CORINTHIAN COLLEGES, INC.
(Exact Name of Registrant as Specified in Its Charter)
-----------
Delaware 33-0717312
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5764
(714) 427-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-----------
David G. Moore
President and Chief Executive Officer
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5764
(714) 427-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
-----------
Copies to:
David A. Krinsky Jonathan K. Layne
O'Melveny & Myers LLP Gibson, Dunn & Crutcher LLP
610 Newport Center Drive, Suite 1700 333 South Grand Avenue, 49th Floor
Newport Beach, California 92660 Los Angeles, California 90071
(949) 760-9600 (213) 229-7000
Fax (949) 823-6994 Fax (213) 229-6141
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form being offered pursuant
to a 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, please 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(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,
please check the following. [_]
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 2 is to file the Exhibits to the
Registration Statement as set forth below in Item 16(a) of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee, and the Nasdaq National Market
additional listing fee.
<TABLE>
<S> <C>
SEC registration fee............................................... $ 49,639
NASD filing fee.................................................... 19,475
Nasdaq National Market listing fee................................. 4,000
Printing and engraving............................................. 113,000
Legal fees and expenses............................................ 225,000
Accounting fees and expenses....................................... 50,000
Blue sky fees and expenses......................................... 7,000
Transfer agent fees................................................ 5,000
Miscellaneous...................................................... 156,886
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Total............................................................ $630,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
We have adopted provisions in our Restated Certificate of Incorporation that
limit the liability of our directors in certain instances. As permitted by the
Delaware General Corporation Law, directors will not be liable to us for
monetary damages arising from a breach of their fiduciary duty as directors in
certain circumstances. See Item 17 of this registration statement regarding the
opinion of the Securities and Exchange Commission as to indemnification of
liabilities arising under the Securities Act. Such limitation does not affect
liability (i) for any breach of a director's duty of loyalty to us or our
stockholders, (ii) with respect to any acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) with
respect to certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derives an
improper personal benefit. Such limitation of liability also does not affect
the availability of equitable remedies such as injunctive relief or rescission,
although in certain circumstances equitable relief may not be available as a
practical matter. The limitation may relieve the directors of monetary
liability to us for grossly negligent conduct, including conduct in situations
involving attempted takeovers. No claim or litigation is currently pending
against our directors that would be affected by the limitation of liability.
Our Restated Certificate of Incorporation and Bylaws provide that we shall
indemnify our directors and may indemnify our officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law.
Reference is made to the form of underwriting agreement filed as Exhibit 1.1
to this registration statement for certain provisions regarding the
indemnification of officers and directors by the several underwriters.
II-1
<PAGE>
Item 16. Exhibits
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Incorporation
Number Description of Exhibit Reference
------- ---------------------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement
3.3 + Restated Certificate of Incorporation.................. (b)
3.4 + Bylaws of the Company incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on
Form S-1 (Registration No. 33-59505) as filed with the
Securities and Exchange Commission on July 21, 1998
4.9 + Specimen Common Stock Certificate of the Company....... (b)
5.1 Opinion of O'Melveny & Myers LLP
10.12+ Amended and Restated Registration Agreement dated
October 17, 1996, by and between the Company, Primus
Capital Fund III Limited Partnership, The Prudential
Insurance Company of America, BancOne Capital Partners
II, LLC, BancOne Capital Partners II, Limited
Partnership, David G. Moore, Paul St. Pierre, Frank J.
McCord, Dennis L. Devereux and Lloyd W. Holland........ (a)
10.13+ First Amendment to the Amended and Restated
Registration Agreement dated as of November 24, 1997,
by and between the Company, Primus Capital Fund III
Limited Partnership, BOCP II Limited Liability Company,
BancOne Capital Partners II, LLC, David G. Moore, Paul
St. Pierre, Frank J. McCord, Dennis L. Devereux, Lloyd
W. Holland and The Prudential Insurance Company of
America................................................ (a)
10.14+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Dennis L. Devereux..................................... (c)
10.15+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Lloyd W. Holland....................................... (c)
10.16+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Frank J. McCord........................................ (c)
10.17+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
David G. Moore......................................... (c)
10.18+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Paul St. Pierre........................................ (c)
10.35+ Rights Agreement dated October 17, 1996, between the
Company, Corinthian Schools, Inc., Primus Capital Fund
III Limited Partnership, BOCP II, Limited Liability
Company, BancOne Capital Partners II, Limited
Partnership and David G. Moore, Paul St. Pierre, Frank
J. McCord, Dennis L. Devereux and Lloyd W. Holland..... (a)
10.36+ Amendment to the Rights Agreement, dated November 24,
1997, by and between the Company, Primus Capital Fund
III Limited Partnership, BOCP II Limited Liability
Company, BancOne Capital Partners II, LLC, David G.
Moore, Paul St. Pierre, Frank J. McCord, Dennis L.
Devereux and Lloyd W. Holland.......................... (a)
10.52+ 1998 Performance Award Plan of the Company............. (a)
10.53+ Agreement Regarding Registration Rights and Amendment
to Warrant dated as of January 7, 1999, by and among
the Company, Primus Capital Fund III Limited
Partnership, BancOne Capital Partners II, LLC and BOCP
II, Limited Liability Company, The Prudential Insurance
Company of America, David G. Moore, Paul St. Pierre,
Frank J. McCord, Dennis L. Devereux and Lloyd W.
Holland................................................ (c)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Incorporation
Number Description of Exhibit Reference
------- ---------------------- -------------
<C> <S> <C>
10.54+ Amended and Restated Loan Agreement, dated February 1,
2000 by and between Union Bank of California, N.A. and
the Company........................................... (g)
10.55+ Promissory Note dated August 31, 1999, by David G.
Moore in favor of the Company......................... (e)
10.56+ Pledge Agreement dated August 31, 1999, by and between
David G. Moore and the Company........................ (e)
10.57+ Asset Purchase Agreement, dated as of September 4,
2000, by and among Corinthian Schools, Inc., Educorp,
Inc. and Dr. Rashed B. Elyas and Ken Boyle............ (h)
10.58+ Asset Purchase Agreement, dated as of September 10,
2000 by and among Corinthian Schools, Inc., Computer
Training Academy, Inc., and Sam Shirazi, Bahman Imani,
Marilyn Emel, Mohammed Tahmasebi and Petes Tsuda...... (i)
21.1 + List of Subsidiaries.................................. (f)
23.1 Consent of Arthur Andersen LLP
23.3 Consent of O'Melveny & Myers LLP (included in Exhibit
5.1)
24.1 Power of Attorney (see signature page of the Company's
Registration Statement filed on September 11th, 2000)
27.1+ Financial Data Schedule............................... (h)
</TABLE>
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+ Previously filed with the Securities and Exchange Commission as set forth
in the following table:
(a) Incorporated by reference to the like-numbered exhibit of the Company's
Registration Statement on Form S-1 (Registration No. 333-59505), as filed
with the Securities and Exchange Commission on July 21, 1998.
(b) Incorporated by reference to the like-numbered exhibit of the Company's
Amendment No. 3 to Registration Statement on Form S-1 (Registration No.
333-59505), as filed with the Securities and Exchange Commission on January
11, 1999.
(c) Incorporated by reference to the like-numbered exhibit of the Company's
Amendment No. 4 to Registration Statement on Form S-1 (Registration No.
333-59505), as filed with the Securities and Exchange Commission on
February 1, 1999.
(d) Incorporated by reference to Exhibit 99.1 of the Company's report on Form
8-K, as filed with the Securities and Exchange Commission on March 4, 1999.
(e) Incorporated by reference to the like-numbered exhibit of the Company's
Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission on September 27, 1999.
(f) Incorporated by reference to Exhibit 1.1 of the Company's Amendment No. 4
to Registration Statement on Form S-1 (Registration No. 333-59505), as
filed with the Securities and Exchange Commission on February 1, 1999.
(g) Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q, for the quarter ended March 31, 2000, as filed with the
Securities and Exchange Commission on May 12, 2000.
(h) Incorporated by reference to the like-numbered exhibit of the Company's
Registration Statement on Form S-3 (Registration No. 333-45510), as filed
with the Securities and Exchange Commission on September 11, 2000.
(i) Incorporated by reference to the like-numbered exhibit of the Company's
report on Form 10-K, as filed with the Securities and Exchange Commission
on September 18, 2000.
II-3
<PAGE>
Item 17. Undertakings
We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 bonafide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons pursuant to the
Delaware General Corporation Law, our Restated Certificate of Incorporation and
our Bylaws, the Underwriting Agreement, or otherwise, we have 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 us of expenses incurred or paid by a
director, officer or controlling person 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
hereunder, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on the 4th day of
October, 2000.
CORINTHIAN COLLEGES, INC.
/s/ David G. Moore
By: _________________________________
DAVID G. MOORE
President and Chief Executive
Officer
(Principal Executive Officer)
/s/ Dennis N. Beal
By: _________________________________
DENNIS N. BEAL
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David G. Moore President, Chief Executive October 4, 2000
____________________________________ Officer and Director
DAVID G. MOORE
/s/ Paul R. St. Pierre* Executive Vice President and October 4, 2000
____________________________________ Director
PAUL R. ST. PIERRE
/s/ Loyal Wilson* Director October 4, 2000
____________________________________
LOYAL WILSON
/s/ Jack D. Massimino* Director October 4, 2000
____________________________________
JACK D. MASSIMINO
/s/ Dr. Carol D'Amico* Director October 4, 2000
____________________________________
DR. CAROL D'AMICO
/s/ Linda Arey Skladany* Director October 4, 2000
____________________________________
LINDA AREY SKLADANY
</TABLE>
/s/ Dennis N. Beal
*By: __________________________
DENNIS N. BEAL
Attorney in fact
II-5
<PAGE>
CORINTHIAN COLLEGES, INC
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Incorporation
Number Description of Exhibit Reference
------- ---------------------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement
3.3 + Restated Certificate of Incorporation.................. (b)
3.4 + Bylaws of the Company incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on
Form S-1 (Registration No. 33-59505) as filed with the
Securities and Exchange Commission on July 21, 1998
4.9 + Specimen Common Stock Certificate of the Company....... (b)
5.1 Opinion of O'Melveny & Myers LLP
10.12+ Amended and Restated Registration Agreement dated
October 17, 1996, by and between the Company, Primus
Capital Fund III Limited Partnership, The Prudential
Insurance Company of America, BancOne Capital Partners
II, LLC, BancOne Capital Partners II, Limited
Partnership, David G. Moore, Paul St. Pierre, Frank J.
McCord, Dennis L. Devereux and Lloyd W. Holland........ (a)
10.13+ First Amendment to the Amended and Restated
Registration Agreement dated as of November 24, 1997,
by and between the Company, Primus Capital Fund III
Limited Partnership, BOCP II Limited Liability Company,
BancOne Capital Partners II, LLC, David G. Moore, Paul
St. Pierre, Frank J. McCord, Dennis L. Devereux, Lloyd
W. Holland and The Prudential Insurance Company of
America................................................ (a)
10.14+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Dennis L. Devereux..................................... (c)
10.15+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Lloyd W. Holland....................................... (c)
10.16+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Frank J. McCord........................................ (c)
10.17+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
David G. Moore......................................... (c)
10.18+ Amended and Restated Executive Stock Agreement, dated
November 24, 1997, between Corinthian Schools, Inc. and
Paul St. Pierre........................................ (c)
10.35+ Rights Agreement dated October 17, 1996, between the
Company, Corinthian Schools, Inc., Primus Capital Fund
III Limited Partnership, BOCP II, Limited Liability
Company, BancOne Capital Partners II, Limited
Partnership and David G. Moore, Paul St. Pierre, Frank
J. McCord, Dennis L. Devereux and Lloyd W. Holland..... (a)
10.36+ Amendment to the Rights Agreement, dated November 24,
1997, by and between the Company, Primus Capital Fund
III Limited Partnership, BOCP II Limited Liability
Company, BancOne Capital Partners II, LLC, David G.
Moore, Paul St. Pierre, Frank J. McCord, Dennis L.
Devereux and Lloyd W. Holland.......................... (a)
10.52+ 1998 Performance Award Plan of the Company............. (a)
10.53+ Agreement Regarding Registration Rights and Amendment
to Warrant dated as of January 7, 1999, by and among
the Company, Primus Capital Fund III Limited
Partnership, BancOne Capital Partners II, LLC and BOCP
II, Limited Liability Company, The Prudential Insurance
Company of America, David G. Moore, Paul St. Pierre,
Frank J. McCord, Dennis L. Devereux and Lloyd W.
Holland................................................ (c)
10.54+ Amended and Restated Loan Agreement, dated February 1,
2000 by and between Union Bank of California, N.A. and
the Company............................................ (g)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Incorporation
Number Description of Exhibit Reference
------- ---------------------- -------------
<C> <S> <C>
10.55+ Promissory Note dated August 31, 1999, by David G.
Moore in favor of the Company......................... (e)
10.56+ Pledge Agreement dated August 31, 1999, by and between
David G. Moore and the Company........................ (e)
10.57+ Asset Purchase Agreement, dated as of September 4,
2000, by and among Corinthian Schools, Inc., Educorp,
Inc. and Dr. Rashed B. Elyas and Ken Boyle............ (h)
10.58+ Asset Purchase Agreement, dated as of September 10,
2000 by and among Corinthian Schools, Inc., Computer
Training Academy, Inc., and Sam Shirazi, Bahman Imani,
Marilyn Emel, Mahammed Tahmasebi and Peter Tsuda...... (i)
21.1 + List of Subsidiaries.................................. (f)
23.1 Consent of Arthur Andersen LLP
23.3 Consent of O'Melveny & Myers LLP (included in Exhibit
5.1)
24.1 Power of Attorney (see signature page of the Company's
Registration Statement filed on September 11th, 2000)
27.1+ Financial Data Schedule............................... (h)
</TABLE>
---------------------
+ Previously filed with the Securities and Exchange Commission as set forth
in the following table:
(a) Incorporated by reference to the like-numbered exhibit of the Company's
Registration Statement on Form S-1 (Registration No. 333-59505), as filed
with the Securities and Exchange Commission on July 21, 1998.
(b) Incorporated by reference to the like-numbered exhibit of the Company's
Amendment No. 3 to Registration Statement on Form S-1 (Registration No.
333-59505), as filed with the Securities and Exchange Commission on January
11, 1999.
(c) Incorporated by reference to the like-numbered exhibit of the Company's
Amendment No. 4 to Registration Statement on Form S-1 (Registration No.
333-59505), as filed with the Securities and Exchange Commission on
February 1, 1999.
(d) Incorporated by reference to Exhibit 99.1 of the Company's report on Form
8-K, as filed with the Securities and Exchange Commission on March 4, 1999.
(e) Incorporated by reference to the like-numbered exhibit of the Company's
Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission on September 27, 1999.
(f) Incorporated by reference to Exhibit 1.1 of the Company's Amendment No. 4
to Registration Statement on Form S-1 (Registration No. 333-59505), as
filed with the Securities and Exchange Commission on February 1, 1999.
(g) Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q, for the quarter ended March 31, 2000, as filed with the
Securities and Exchange Commission on May 12, 2000.
(h) Incorporated by reference to the like-numbered exhibit of the Company's
Registration Statement on Form S-3 (Registration No. 333-45510), as filed
with the Securities and Exchange Commission on September 11, 2000.
(i) Incorporated by reference to the like-numbered exhibit of the Company's
report on Form 10-K, as filed with the Securities and Exchange Commission
on September 18, 2000.
