8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 Earliest Event Reported): August 4, 2009

Career Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL	60169
(Address of Principal Executive Offices)	(Zip Code)

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

N/A

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 8.01 Other Events.

On August 5, 2009, the Registrant issued a press release announcing that it has entered into an agreement to terminate its licensing agreement with Le Cordon Bleu International and acquire the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada and the right of first refusal to purchase all non-acquired brand rights and operations of Le Cordon Bleu International in the event Le Cordon Bleu International proposes to sell such rights and operations. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press release of Registrant, dated August 5, 2009, reporting its entry into an agreement to terminate its license agreement with Le Cordon Bleu International and acquire the outright rights to the Le Cordon Bleu brand in the educational services field for the U.S. and Canada.

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SIGNATURES

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/ Jeffrey D. Ayers
	Jeffrey D. Ayers
	Senior Vice President, General Counsel and Corporate Secretary

Dated: August 5, 2009

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Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press release of Registrant, dated August 5, 2009, reporting its entry into an agreement to terminate its license agreement with Le Cordon Bleu International and acquire the outright rights to the Le Cordon Bleu brand in the educational services field for the U.S. and Canada.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: John Springer

Senior Vice President, Finance and Investor Relations

(847) 585-3899

www.careered.com

CAREER EDUCATION CORPORATION

ANNOUNCES PURCHASE OF LE CORDON BLEU BRAND RIGHTS FOR CULINARY EDUCATION

PROGRAMS

Hoffman Estates, IL, August 5, 2009—Career Education Corporation (NASDAQ:CECO) announced today that it has agreed to acquire the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada and to terminate its current licensing agreement which expires on December 31, 2013. As a part of the transaction CEC has also acquired the right of first refusal to purchase all non-acquired brand rights and operations of Le Cordon Bleu International (LCBI) in the event LCBI proposes to sell such rights and operations. The acquisition is subject to customary closing conditions and is anticipated to close during the third quarter.

CEC has had a licensing agreement with Le Cordon Bleu International for the past 10 years, which included the payment of royalty fees as a percentage of Culinary Arts revenue. The new agreement obtains all rights in the U.S. and Canada to the Le Cordon Bleu brand for education services for the estimated purchase price of $135 million, comprised of $25 million in cash, 30 months of earn-out payments from the purchase date equal to six percent of Culinary Arts revenue, and three million shares of CEC common stock. The acquisition will result in annual operating expense savings of $15 to $20 million from the elimination of royalty payments.

“Le Cordon Bleu is the most recognized and prestigious brand in culinary education and has been integral to the success of our Culinary Arts segment,” said Gary E. McCullough, President and Chief Executive Officer of Career Education Corporation. “The purchase of the U.S. and Canadian education-related brand rights furthers the execution of our strategic plan, as it solidifies a core asset essential to the future growth of our Culinary Arts segment.”

About Career Education Corporation

The colleges, schools and universities that are part of the Career Education Corporation (CEC) family offer high-quality education to a diverse student population of over 90,000 students across the world in a variety of career-oriented disciplines. The more than 75 campuses that serve these students are located throughout the U.S. and in France, Italy, and the United Kingdom, and offer doctoral, master’s, bachelor’s and associate degrees and diploma and certificate programs. Approximately one-third of CEC’s students attend the web-based virtual campuses of American InterContinental University and Colorado Technical University.

CEC is an industry leader whose gold-standard brands are recognized globally. Those brands include, among others, American InterContinental University; Brooks Institute; Colorado Technical University; Harrington College of Design; INSEEC Schools; International Academy of Design & Technology; Istituto Marangoni; Le Cordon Bleu North America; and Sanford-Brown Institutes and Colleges. CEC is committed to providing quality education, enabling students to graduate and pursue rewarding careers.

For more information, see CEC’s website at www.careered.com. The website includes a detailed listing of individual campus locations and web links to CEC’s more than 75 colleges, schools, and universities.

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