<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONCORDE CAREER COLLEGES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-1440321
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
CONCORDE CAREER COLLEGES, INC.
1998 LONG-TERM EXECUTIVE COMPENSATION PLAN
------------------------------------------
(Full title of plan)
M. Gregg Gimlin
Concorde Career Colleges, Inc.
City Center Square
1100 Main Street
Kansas City, Missouri 64105
---------------------------------------
(Name and address for agent of service)
(816) 474-8002
---------------------------------
(Telephone number, including area
code, for agent of service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be registered registered/1/ per share/2/ price registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $1.9375 $968,750.00 $285.78
par value $.10
per share
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
/1/ Includes such additional indeterminate number of shares as may be issuable
pursuant to applicable antidilution provisions.
/2/ Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low sales price of the Registrant's Common Stock as
reported on the over-the-counter bulletin board on June 26, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which previously have been filed by Concorde
Career Colleges, Inc. (the "Corporation") with the Securities and Exchange
Commission ("Commission"), are incorporated herein by reference and made a part
hereof:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(c) The description of the Common Stock of the Corporation (the
"Common Stock") contained in the Corporation's Registration
Statement on Form S-1 (Registration No. 33-21654), effective June
30, 1988 and any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed comment which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or
2
<PAGE>
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
The class of securities to be offered is registered under Section 12
of the Exchange Act. Therefore, a description of the Common Stock required by
Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware Corporation Law provides as follows:
"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
3
<PAGE>
"(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b). Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
"(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person
4
<PAGE>
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of a person."
"(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise the Court of
Chancery may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees)."
The officers and directors are indemnified pursuant to specific provisions
of the Corporation's Amended and Restated Certificate of Incorporation and
Bylaws to the fullest extent permissible under the law, subject to specific
limitations imposed, and, further, with the basic intent of not granting any
indemnity in contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to statutory
provisions.
Indemnification granted each officer and director covers expenses incurred
or paid by such officer or director in connection with any claim, action, suit
or proceeding, or judgment or order. Such indemnification excludes, however, any
amounts paid or payable by such officer or director to the Corporation unless
(and only to the extent that) the Court of Chancery or the court in which the
related action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such officer or
director is fairly and reasonably entitled to indemnity for amounts the Court of
Chancery or such other court shall deem proper.
Pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, no director or shareholder of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for any
breach of fiduciary duty as a director. The Certificate further provides,
however, that a director shall be liable to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the Corporation or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which such director derived an improper personal benefit. No
amendment or repeal of this provision in the Certificate may adversely affect
any right or protection of any director of the Corporation existing at the time
of such amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
The Corporation may purchase and maintain, and currently does so maintain,
insurance on behalf of its directors and officers against liability asserted
against any of them and incurred by them in such capacity, or arising out of
their status as such.
5
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8 Exhibits.
Exhibit No. Description
----------- -----------
4.1 Restated Certificate of Incorporation of the
Corporation as amended, filed as Exhibit 3(a) to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994 is incorporated herein by
reference.
4.2 Amended and Restated Bylaws of the Corporation, filed
as Exhibit 3(b) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1991, is
incorporated herein by reference.
4.3 Specimen Common Stock Certificate, filed as Exhibit
4(a) to the Registration Statement on Form S-1 (SEC
File No. 33-21654), is incorporated herein by
reference.
4.4 Certificate of Designation of Class B Convertible
Preferred Stock, filed as Exhibit 4(e) to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996, is incorporated by reference.
4.5 Specimen Class B Convertible Preferred Stock
Certificate, filed as Exhibit 4(f) to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1996, is incorporated herein by reference.
5 Opinion of Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5 hereto).
24.1 Power of Attorney (included on signature page).
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 the Registration Statement (or the most
recent post-effective amendment
6
<PAGE>
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the 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 by the registrant pursuant to
Section 13 or Section 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has 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 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.
7
<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
the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on this 1st day of
July, 1998.
CONCORDE CAREER COLLEGES, INC.
By /s/ Jack L. Brozman
------------------------------------
Jack L. Brozman
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures
appear below constitute and appoint Robert R. Roehrich, M. Gregg Gimlin and
Gregory G. Johnson, or any of them, his true and lawful attorney in fact and
agent with full power of substitution and resubstitution, for him and in his
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 all documents in connection
therewith, with the Securities and Exchange Commission, granting said attorney-
in-fact and agent, and each of them, 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 he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack L. Brozman Chairman of the Board July 1, 1998
- ------------------------------ Treasurer and Director
Jack L. Brozman
/s/ Robert R. Roehrich Chief Executive Officer, July 1, 1998
- ------------------------------ President and Director
Robert R. Roehrich
/s/ M. Gregg Gimlin Vice President and Chief July 1, 1998
- ------------------------------ Financial Officer
M. Gregg Gimlin (Principal Accounting
Officer)
/s/ James R. Seward Director July 1, 1998
- ------------------------------
James R. Seward
/s/ Thomas K. Sight Director July 1, 1998
- ------------------------------
Thomas K. Sight
/s/ David L. Warnoch Director July 1, 1998
- ------------------------------
David L. Warnoch
</TABLE>
9
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
5 Opinion of Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Accountants.
<PAGE>
EXHIBIT 5
Bryan Cave LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2100
(816) 374-3200
Facsimile: (816) 374-3300
July 1, 1998
Concorde Career Colleges, Inc.
City Center Square
1100 Main Street
Kansas City, MO 64105
Ladies and Gentlemen:
We have acted as counsel to Concorde Career Colleges, Inc., a Delaware
corporation (the "Corporation"), in connection with the registration under the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement") of
500,000 shares of the Corporation's common stock par value $.10 per share, (the
"Common Stock") issuable under the 1998 Long-Term Executive Compensation Plan
(the "Plan"). Such shares of Common Stock issuable pursuant to the Plan are
herein referred to as "the Shares." As such counsel, we have examined and relied
upon originals or copies, certified or otherwise, identified to our satisfaction
of such corporate records, agreements, documents, instruments and certificates
of officers and representatives of the Corporation and have made such
investigations of law, as we deem necessary or appropriate in order to enable us
to render the opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the opinion
that the Shares have been duly and validly authorized for issuance and will be,
when issued and delivered pursuant to the terms and conditions set forth in the
Plan, validly issued, fully paid and nonassessable.
The opinion stated herein, is as of the date hereof, and we assume no
obligation to update or supplement this legal opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. This legal opinion is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters expressly
stated.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated March 12, 1998, appearing
in Part II, Page 13 of Concorde Career Colleges, Inc. Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Kansas City, Missouri
June 30, 1998
