-----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, R/elGUqq8le6Y+rc9zDK/oPbhUqUiwqL8npS04Y99fPRd16oZwissXP4UIKeMXjV +o3hc1zTRP+QP/lezUPOOw== 0001179110-07-005974.txt : 20070313 0001179110-07-005974.hdr.sgml : 20070313 20070313163701 ACCESSION NUMBER: 0001179110-07-005974 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070305 FILED AS OF DATE: 20070313 DATE AS OF CHANGE: 20070313 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCULLOUGH GARY E CENTRAL INDEX KEY: 0001163212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23245 FILM NUMBER: 07690994 BUSINESS ADDRESS: BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 3 1 edgar.xml FORM 3 - X0202 3 2007-03-05 0 0001046568 CAREER EDUCATION CORP CECO 0001163212 MCCULLOUGH GARY E 2895 GREENSPOINT PARKWAY SUITE 600 HOFFMAN ESTATES IL 60169 1 1 0 0 President and CEO Common Stock 52500 D Common Stock 72000 D Stock Option (right to buy) 29.73 2017-03-04 Common Stock 147200 D Stock Option (right to buy) 29.73 2017-03-04 Common Stock 55350 D A grant of 52,500 shares of restricted stock that was approved by the Compensation Committee of the Company's Board of Directors on March 5, 2007. These shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2010. A grant of 72,000 shares of restricted stock that was approved by the Compensation Committee of the Company's Board of Directors on March 5, 2007. 36,000 of the shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2007, and the remainder of the shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2008. Exercisable as to 36,800 of the underlying shares on each of March 5, 2008, 2009, 2010 and 2011. Exercisable as to 27,675 of the underlying shares on each of March 5, 2008 and 2009. /s/ Gary E. McCullough 2007-03-12 EX-24 2 ex24mccullough.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Lawrence D. Levin and Gail B. Rago, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Career Education Corporation ("CEC"), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned's holdings of, and transactions in, CEC securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of March, 2007. /s/ Gary E. McCullough Signature Gary E. McCullough Print Name -----END PRIVACY-ENHANCED MESSAGE-----