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. Employee Stock Purchase 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
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<S> <C> <C> <C> <C>
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, 250,000(1) $67.135(2) $16,783,750(2) $4,431(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. Employee Stock Purchase 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.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) 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.
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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 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;
(b) 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
(c) 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 (the "Exchange Act"), 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 4. Description of Securities
The Company's Common Stock, par value $0.0001 per share
(the "Common Stock"), is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of securities
is omitted.
Item 5. Interests of Named Experts and Counsel
The validity of the 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 Common Stock, and is eligible to participate
in the Plan.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that a
director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of
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fiduciary duty as a director except to the extent provided by
applicable law for any breach of the director's duty of loyalty to
the Corporation or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, pursuant to Section 174 of the Delaware
General Corporation Law (the "DGCL") or for any transaction from
which such director derived an improper personal benefit. Under
the DGCL, liability of a director may not be limited (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, and (iv) for any transaction
from which the director derives an improper personal benefit.
The effect of the provisions of the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly
negligent behavior), except as provided in the Company's
Certificate of Incorporation and in the situations described in
clauses (i) though (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the
event of a breach of a director's duty of care. The Bylaws of
the Company provide that the Company will indemnify its
directors and officers to the fullest extent permitted by the
DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page S-3.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(iii) To include any material
information with respect to the plan of distribution
not previously disclosed in this Registration
Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the registrant pursuant
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to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the 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 the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant 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, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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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 power 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.
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<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)
/s/ Paul R. St. Pierre Executive Vice November 30, 2000
Paul R. St. Pierre President, Marketing
and Director
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/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
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4. Corinthian Colleges, Inc. Employee Stock Purchase
Plan.
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").
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