As filed with the Securities and
Exchange Commission on June 10 , 1998 Registration No. 333-____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2061311
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
5975 CASTLE CREEK PARKWAY,
N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466
(Address of Principal Executive Offices)
(Zip Code)
1997 ITT EDUCATIONAL SERVICES, INC.
INCENTIVE STOCK PLAN
(Full title of the plan)
CLARK D. ELWOOD
5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466
(Name and address of agent for service)
(317) 594-9499
(Telephone number, including area code, of agent for
service)
COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
<S> <C> <C> <C> <C>
Common Stock, 3,365,065 $24.6563 (3) $82,970,052 (3) $24,476 (3)
$0.01 par value
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(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to stock options granted under the 1997 ITT Educational Services,
Inc. Incentive Stock Plan are to be offered at not less than the fair
market value of one share of Common Stock of ITT Educational Services, Inc.
on the date the option is granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act using the
average of the high and low sale prices of the Common Stock as reported by
the NYSE on June 4, 1998, which was $24.6563 per share.
<PAGE>
The Registrant's Registration Statement on Form S-8 (Registration No.
333-38883) is incorporated herein by reference.
<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 Indianapolis, State of Indiana,
on June 9, 1998.
ITT EDUCATIONAL SERVICES, INC.
By: /S/ RENE R. CHAMPAGNE
Rene R. Champagne
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of Rene R.
Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints each of Rene R. Champagne, Gene A. Baugh and
Clark D. Elwood, each with full power of substitution, attorney-in-fact to
sign any amendment and any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other documents
in connection therewith.
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<CAPTION>
SIGNATURES CAPACITY DATE
<S> <C> <C>
/S/ RENE R. CHAMPAGNE Chairman, President, Chief June 9, 1998
Rene R. Champagne Executive Officer and Director
(Principal Executive Officer)
/S/ GENE A. BAUGH Senior Vice President and Chief June 9, 1998
Gene A. Baugh Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Director
Rand V. Araskog
/S/ TONY COEHLO Director June 9, 1998
Tony Coehlo
/S/ JOHN E. DEAN Director June 9, 1998
John E. Dean
/S/ JAMES D. FOWLER, JR. Director June 9, 1998
James D. Fowler, Jr.
/S/ ROBIN JOSEPHS Director June 9, 1998
Robin Josephs
/S/ MERRICK R. KLEEMAN Director June 9, 1998
Merrick R. Kleeman
/S/ LESLIE LENKOWSKY Director June 9, 1998
Leslie Lenkowsky
/S/ BARRY S. STERNLICHT Director June 9, 1998
Barry S. Sternlicht
/S/ VIN WEBER Director June 9, 1998
Vin Weber
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT
Exhibit
NO.
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended
to date. (The copy of this Exhibit filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the period ending June
30, 1996, is incorporated by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of this
Exhibit filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-38883) is incorporated
herein by reference.)
4.3 1997 ITT Educational Services, Inc. Incentive Stock Plan. (The copy
of this Exhibit filed as Exhibit 10.8 to the Company's Quarterly
Report on Form 10-Q for the period ending June 30, 1997, is
incorporated by reference.)
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
June 9, 1998
ITT Educational Services, Inc.
5975 Castle Creek Parkway, N. Drive
Indianapolis, Indiana 46250-0466
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ITT Educational Services, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), registering the offer and sale of up to
3,365,065 shares (the "Incentive Shares") of the Company's common stock, $0.01
par value (the "Common Stock"), pursuant to the 1997 ITT Educational Services,
Inc. Incentive Stock Plan (the "Incentive Plan").
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Incentive Shares have
been duly authorized and, when the Registration Statement shall have become
effective and the Incentive Shares have been issued in accordance with the
Incentive Plan, the Incentive Shares will be validly issued, fully paid and
non-assessable.
Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 10, 1998, appearing on page
F-1 of ITT Educational Services, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Indianapolis, Indiana
June 8, 1998
