-----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, Ck3jPjfL7L5SL1Eg4UHCA4jKDPZ9eHY9Egql/4AI+AYeeHNB74OS+V/ZaJxUauYk DJLi85U6jZUKXzzpU2+dvw== 0001104659-06-075294.txt : 20061115 0001104659-06-075294.hdr.sgml : 20061115 20061115081722 ACCESSION NUMBER: 0001104659-06-075294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061114 ITEM INFORMATION: Other Events FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREER EDUCATION CORP CENTRAL INDEX KEY: 0001046568 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363932190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23245 FILM NUMBER: 061218014 BUSINESS ADDRESS: STREET 1: 2895 GREENSPOINT STREET 2: SUITE 600 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 8-K 1 a06-23820_38k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of the earliest event reported): November 14, 2006

CAREER EDUCATION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

0-23245

 

36-3932190

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

2895 Greenspoint Parkway, Suite 600, Hoffman Estates. Illinois 60169

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communication pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

 



 

ITEM 8.01. Other Events

Career Education Corporation (the “Registrant”) is filing this Current Report on Form 8-K to clarify the Registrant’s interpretation of the change in control provisions included in its 1998 Employee Incentive Compensation Plan, as amended, and its 1998 Non-Employee Directors’ Stock Option Plan, as amended (collectively, the “Plans”). For a detailed discussion of the change in control provisions included in the Plans, see Note 7 “Share-based Compensation” to the Registrant’s unaudited condensed consolidated financial statements included in Part I, Item 1 “Financial Statements” of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006.

The Compensation Committee of the Registrant’s Board of Directors has the authority under the Plans to interpret the terms and provisions of the Plans, including the definition of a change in control.  Pursuant to this authority, the Compensation Committee determined that voting authority is dispositive for purposes of determining whether, under the Plans, any corporation, person, or entity beneficially owns 20 percent or more of the combined voting power of the Registrant’s then outstanding common stock.

The Registrant is not aware of any corporation, person, or entity, including a group, who beneficially owns, or at any point since the adoption of the Plans beneficially owned, 20 percent or more of the combined voting power of the Registrant’s outstanding common stock.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CAREER EDUCATION CORPORATION

 

 

 

By:

/s/ Patrick K. Pesch

 

 

Patrick K. Pesch

 

 

Executive Vice President,

 

 

Chief Financial Officer, and

 

 

Assistant Secretary

 

Dated:   November 14, 2006

 

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