As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
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
Incorporation or Organization) Identification No.)
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5765
(Address, Including Zip Code, of Principal Executive Offices)
___________________
Corinthian Colleges, Inc. 1998 Performance Award Plan
(Full Title of the Plan)
___________________
David G. Moore
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5765
(714) 427-3000
(Name, Address, Including Zip Code, and Telephone Number of Agent For
Service)
Copy to:
David A. Krinsky
O'Melveny & Myers LLP
610 Newport Centre Drive, Suite 1700
Newport Beach, California 92660
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount Of
Securities To Be Price Offering Registration
To Be Registered Per Share Price Fee
Registered
Common Stock, 1,100,000(1) $67.135(2) $73,848,500(2) $19,497(2)
par value shares
$0.0001
per share
(1) This Registration Statement covers, in addition
to the number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common Stock
covered by the Prospectus and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), an
additional indeterminate number of shares, options and rights
which by reason of certain events specified in the Corinthian
Colleges, Inc. 1998 Performance Award Plan (the "Plan") may become
subject to the Plan. The number of shares of Common Stock stated
above is presented, and the registration fee was calculated, before
giving effect to the registrant's stock dividend payable
December 15, 2000.
(2) Pursuant to Rule 457(h), the maximum
offering price, per share and in the aggregate, and the
registration fee were calculated based upon the average
of the high and low prices of the Common Stock on November 27,
2000, as reported on the Nasdaq National Market System
and published in The Western Edition of The Wall Street
Journal. The Exhibit Index for this Registration Statement
is at page S-3.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Securities Act
Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Corinthian Colleges, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) The Registration Statement on Form S-8 of the Company
relating to the Plan filed with the Commission on May
25, 1999 (registration number 333-79225).
(b) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended June 30, 2000, filed with
the Commission on September 18, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the
Company's quarterly period ended September 30, 2000,
filed with the Commission on November 14, 2000; and
(d) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed with the Commission on January 21, 1999, and any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from
the date of filing of such documents. Any statement contained
herein or in a document, all or a portion of which is
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 other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or amended, to constitute a part of this
Registration Statement.
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Stan A.
Mortensen. Mr. Mortensen is the General Counsel of the Company,
is compensated by the Company as an employee, is the holder of
options to acquire shares of the Company's Common Stock, and is
eligible to participate in the Plan.
Item 8. Exhibits
See the attached Exhibit Index at page S-3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that 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 Santa Ana, State of California, on the 30th day of November
2000.
By: /s/ David G. Moore
David G. Moore
President, Chief Executive
Officer, and
Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints David G. Moore and Stan A. Mortensen, or either of them
individually, as his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ David G. Moore President, Chief November 30, 2000
David G. Moore Executive Officer and
Director (Principal
Executive Officer)
<PAGE>
/s/ Paul R. St. Pierre Executive Vice November 30, 2000
Paul R. St. Pierre President, Marketing
and Director
/s/ Dennis N. Beal Executive Vice November 30, 2000
Dennis N. Beal President and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Dr. Carol D'Amico Director November 30, 2000
Dr. Carol D'Amico
/s/ Jack D. Massimino Director November 28, 2000
Jack D. Massimino
/s/ Linda Arey Skladany Director November 29, 2000
Linda Arey Skladany
/s/ Loyal Wilson Director November 30, 2000
Loyal Wilson
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4. Corinthian Colleges, Inc. 1998 Performance Award Plan
(As Amended and Restated April 29, 1999) (Composite
Plan Document Reflecting the September 6, 2000 Plan
Amendment).
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Arthur Andersen LLP (consent of independent
accountants).
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
<PAGE>
