<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDUCATION MANAGEMENT CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA 25-1119571
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
EDUCATION MANAGEMENT CORPORATION 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
FREDERICK W. STEINBERG
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
EDUCATION MANAGEMENT CORPORATION
300 SIXTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222
(Name and address of agent for service)
(412) 562-0900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price aggregate offering registration
per share price fee
<S> <C> <C> <C> <C>
Common stock,
par value $0.01
per share 2,500,000 $12.78 $31,950,000 $8,448
</TABLE>
(1) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of the
average of the high and low prices for the Common Stock of Education Management
Corporation as reported on the NASDAQ Stock Market on February 29, 2000.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
2,500,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of Education Management Corporation (the "Registrant") as a result of
an increase in the number of shares of Common Stock issuable under the Education
Management Corporation 1996 Stock Incentive Plan. The earlier Registration
Statement on Form S-8 filed by the Registrant with the commission on January 21,
1997 (File No. 333-20073) is hereby incorporated by reference. This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding the registration of additional securities of the same class as other
securities for which there has been filed a Registration Statement on Form S-8
relating to the same employee benefit plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration
Statement the following documents: a. The Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999; b. The Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended September 30, 1999 and December 31,
1999; c. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since June 30, 1999; and d.
The description of the Company's capital stock contained in the Registration
Statement on Form S-1 (File No. 333-10385), as amended by Amendment No. 1, filed
on October 1, 1996, as further amended by Amendment No. 2, filed on October 8,
1996, as further amended by Amendment No. 3, filed on October 28, 1996 (the
"Form S-1"), including all amendments and reports updating such description. All
documents subsequently filed by the Company pursuant to Section 13(a),13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are hereby deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
the filing of such documents. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by an subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
Education Management Corporation 1996 Stock Incentive Plan (the "Plan") meeting
the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act").
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Item 8. Exhibits.
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<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation Incorporated herein by reference to
Exhibit 3.01 to the Annual Report on
Form 10-K for the year ended June 30,
1997 (the "1997 Form 10-K")
4.2 Bylaws of the Company Incorporated herein by reference
to Exhibit 3.02 to the 1997 Form
10-K
5 Opinion of Kathleen Clover regarding the legality
of the securities being registered Filed herewith
23.1 Consent of Independent Auditors Filed herewith
23.2 Consent of Kathleen Clover, Senior Counsel to the
Corporation, contained in the opinion filed herewith
as Exhibit 5
24 Power of attorney Filed herewith
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<PAGE> 4
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 Pittsburgh, Commonwealth of Pennsylvania, on this
1st day of March, 2000.
EDUCATION MANAGEMENT CORPORATION
By: /s/ Robert T. McDowell
----------------------------
Robert T. McDowell
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
Robert B. Knutson* Chairman of the Board February 17, 2000
- ----------------------------- and Chief Executive Officer;
Robert B. Knutson Director
/s/ Robert T. McDowell Executive Vice President February 17, 2000
- ----------------------------- and Chief Financial
Robert T. McDowell Officer
Robert P. Gioella* President and Chief February 17, 2000
- ----------------------------- Operating Officer; Director
Robert P. Gioella
John R. McKernan, Jr.* Vice Chairman; Director February 17, 2000
- -----------------------------
John R. McKernan, Jr.
Robert H. Atwell* Director February 17, 2000
- -----------------------------
Robert H. Atwell
James J. Burke, Jr.* Director February 17, 2000
- -----------------------------
James J. Burke, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
William M. Campbell, III* Director February 17, 2000
- -----------------------------
William M. Campbell, III
Albert Greenstone* Director February 17, 2000
- -----------------------------
Albert Greenstone
Miryam L. Knutson* Director February 17, 2000
- -----------------------------
Miryam L. Knutson
James S. Pasman, Jr. Director February 17, 2000
- -----------------------------
James S. Pasman, Jr.
Daniel M. Fitzpatrick* Vice President and February 17, 2000
- -----------------------------
Daniel M. Fitzpatrick Controller
</TABLE>
* The undersigned attorney-in-fact, by signing his name below, does hereby sign
this Registration Statement on behalf of the above-named officers and directors
pursuant to a power of attorney executed by such persons and filed herewith.
/s/ Robert T. McDowell
---------------------------
Robert T. McDowell
Executive Vice President
and Chief Financial Officer
<PAGE> 1
Exhibit 5
March 1, 2000
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Counsel to Education Management Corporation, a Pennsylvania
corporation (the "Registrant"), and in such capacity I have acted as counsel to
the Registrant in connection with the Registrant's Registration Statement on
Form S-8 (the "Registration Statement") registering a total of 2,500,000 shares
of Common Stock of the Registrant under the Education Management Corporation
1996 Stock Incentive Plan, as amended (the "Plan").
I am of the opinion that, subject to the effectiveness of the Registration
Statement, the shares of Common Stock of the Company to be sold pursuant to the
Plan will be legally and validly issued, fully paid and non- assessable. In
giving this opinion, I assume that the shares of Common Stock to be sold
pursuant to the Plan will be issued in accordance with the terms of the Plan.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Kathleen Clover
Senior Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated July
28, 1999 included in Education Management Corporation's Form 10-K for the year
ended June 30, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
March 1, 2000
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Exhibit 24
POWER OF ATTORNEY
EDUCATION MANAGEMENT CORPORATION
1996 STOCK INCENTIVE PLAN REGISTRATION STATEMENT
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
and/or Officers of Education Management Corporation (the "Corporation"), a
Pennsylvania corporation, hereby names, constitutes and appoints Robert T.
McDowell, Frederick W. Steinberg and Kathleen Clover, or each of them, with full
power of substitution, such person's true and lawful attorney-in-fact and agent
to execute in such person's name, place and stead, in any and all capacities, a
Registration Statement on Form S-8 (or other appropriate form) under the
Securities Act of 1933, as amended, of 2,500,000 shares of the Corporation's
Common Stock, par value $.01 per share, to be issued in connection with the
Corporation's 1996 Stock Incentive Plan, as amended, and to execute in such
person's name, place and stead any and all amendments to said Registration
Statement. Such persons hereby ratify and confirm all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
Witness the due execution hereof by the following persons in the
capacities indicated as of this February 17, 2000.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ ROBERT B. KNUTSON Chairman of the Board February 17, 2000
- ----------------------------- and Chief Executive Officer;
Robert B. Knutson Director
/s/ ROBERT T. MCDOWELL Executive Vice President February 17, 2000
- ----------------------------- and Chief Financial
Robert T. McDowell Officer
/s/ ROBERT P. GIOELLA President and Chief February 17, 2000
- ----------------------------- Operating Officer; Director
Robert P. Gioella
/s/ JOHN R. MCKERNAN, JR. Vice Chairman; Director February 17, 2000
- -----------------------------
John R. McKernan, Jr.
/s/ ROBERT H. ATWELL Director February 17, 2000
- -----------------------------
Robert H. Atwell
/s/ JAMES J. BURKE, JR. Director February 17, 2000
- -----------------------------
James J. Burke, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ WILLIAM M. CAMPBELL, III Director February 17, 2000
- -----------------------------
William M. Campbell, III
/s/ ALBERT GREENSTONE Director February 17, 2000
- -----------------------------
Albert Greenstone
/s/ MIRYAM L. KNUTSON Director February 17, 2000
- -----------------------------
Miryam L. Knutson
/s/ JAMES S. PASMAN, JR. Director February 17, 2000
- -----------------------------
James S. Pasman, Jr.
/s/ DANIEL M. FITZPATRICK Vice President and February 17, 2000
- ----------------------------- Controller
Daniel M. Fitzpatrick
</TABLE>
