-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIwLGRJ2Jqtln2S2FQnPh8b3BOQyDPOndqZoD4dVEShGmaQFGUZv/jqWETZO/sBR PhT2FAdHz7Y+Tk4wZR2F0w== 0000950131-98-000425.txt : 19980130 0000950131-98-000425.hdr.sgml : 19980130 ACCESSION NUMBER: 0000950131-98-000425 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 2 333-37601 FILED AS OF DATE: 19980128 EFFECTIVENESS DATE: 19980128 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREER EDUCATION CORP CENTRAL INDEX KEY: 0001046568 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 393932190 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-45123 FILM NUMBER: 98515841 BUSINESS ADDRESS: STREET 1: 2800 WEST HIGGINS ROAD, SUITE 790 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60195 BUSINESS PHONE: 8477813600 MAIL ADDRESS: STREET 1: 2800 WEST HIGGINS ROAD STREET 2: SUITE 790 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60195 S-1MEF 1 S-1EMF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CAREER EDUCATION CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4200 39-3932190 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE NO.) ORGANIZATION) 2800 WEST HIGGINS ROAD, SUITE 790, HOFFMAN ESTATES, ILLINOIS 60195, (847) 781- 3600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- JOHN M. LARSON PRESIDENT AND CHIEF EXECUTIVE OFFICER CAREER EDUCATION CORPORATION 2800 WEST HIGGINS ROAD, SUITE 790, HOFFMAN ESTATES, ILLINOIS 60195, (847) 781- 3600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: LAWRENCE D. LEVIN, ESQ. DENNIS V. OSIMITZ, ESQ. MARK D. WOOD, ESQ. SIDLEY & AUSTIN KATTEN MUCHIN & ZAVIS ONE FIRST NATIONAL PLAZA 525 WEST MONROE STREET, SUITE 1600 CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60661 (312) 853-7000 (312) 902-5200 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] 333-37601 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED OFFERING PRICE (1) FEE - ------------------------------------------------------------------------------- Common Stock, $.01 par value............... $690,000 $204 - -------------------------------------------------------------------------------
- ---------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with the Securities and Exchange Commission (the "Commission") by Career Education Corporation (the "Company") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This Registration Statement hereby incorporates by reference the contents of the Company's Registration Statement on Form S-1 (Registration No. 33-37601), relating to the offering of up to $51,750,000 in proposed maximum aggregate offering price of the Company's Common Stock, par value $.01 per share. CERTIFICATION The Company hereby certifies that it has instructed its bank to wire from its account to the Commission's account at Mellon Bank the filing fee in the amount of $204.00 for the aggregate principal amount of Common Stock being registered hereby as soon as practicable (but in no event later than the close of business on January 29, 1998), that it will not revoke such instructions, and that it has sufficient funds in the relevant account to cover the amount of the filing fee. Such instructions were sent to the Company's bank on the date of this filing after the close of business of such bank, and the Company hereby certifies that it will confirm receipt of such instructions by such bank on January 29, 1998. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 28TH DAY OF JANUARY, 1998. Career Education Corporation /s/ William A. Klettke By: _________________________________ William A. Klettke Senior Vice President and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JANUARY 28, 1998.
SIGNATURE TITLE --------- ----- * President, Chief Executive Officer ___________________________________________ (Principal Executive Officer) and a Director John M. Larson /s/ William A. Klettke Senior Vice President and Chief ___________________________________________ Financial Officer (Principal William A. Klettke Financial and Accounting Officer) * Director ___________________________________________ Robert E. Dowdell Director ___________________________________________ Thomas B. Lally * Director ___________________________________________ Wallace O. Laub Director ___________________________________________ Keith K. Ogata * Director ___________________________________________ Patrick K. Pesch * Director ___________________________________________ Todd Steele
/s/ William A. Klettke *By: ________________________________ William A. Klettke Attorney-in-fact II-6 INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT DESCRIPTION ------- -------------------- 23.1 Consent of Arthur Andersen LLP with respect to financial statements of Career Education Corporation and Subsidiaries.
EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use in this registration statement of our report dated November 19, 1997, on the financial statements of CAREER EDUCATION CORPORATION and SUBSIDIARIES included herein and to all references to our Firm included in this registration statement. Arthur Andersen LLP Chicago, Illinois January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----