-----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, CFsKTm1HvyCjpuoM51WpurNUZphRbemIGepqZ+aczwVmloePiYl5DcQULgIWVSCA dL8FRqpQ8DG4J45n6xFb3A== 0000950128-00-000458.txt : 20000307 0000950128-00-000458.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950128-00-000458 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000301 EFFECTIVENESS DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31398 FILM NUMBER: 558651 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 S-8 1 EDUCATION MANAGEMENT CORP. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDUCATION MANAGEMENT CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA 25-1119571 - ---------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222 - ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) EDUCATION MANAGEMENT CORPORATION 1996 STOCK INCENTIVE PLAN (Full title of the plan) FREDERICK W. STEINBERG VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY EDUCATION MANAGEMENT CORPORATION 300 SIXTH AVENUE PITTSBURGH, PENNSYLVANIA 15222 (Name and address of agent for service) (412) 562-0900 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed maximum Proposed maximum Amount of to be registered be registered offering price aggregate offering registration per share price fee Common stock, par value $0.01 per share 2,500,000 $12.78 $31,950,000 $8,448
(1) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices for the Common Stock of Education Management Corporation as reported on the NASDAQ Stock Market on February 29, 2000. 2 EXPLANATORY NOTE This Registration Statement is being filed to register an additional 2,500,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Education Management Corporation (the "Registrant") as a result of an increase in the number of shares of Common Stock issuable under the Education Management Corporation 1996 Stock Incentive Plan. The earlier Registration Statement on Form S-8 filed by the Registrant with the commission on January 21, 1997 (File No. 333-20073) is hereby incorporated by reference. This incorporation by reference is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Company hereby incorporates by reference in this Registration Statement the following documents: a. The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999; b. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1999 and December 31, 1999; c. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since June 30, 1999; and d. The description of the Company's capital stock contained in the Registration Statement on Form S-1 (File No. 333-10385), as amended by Amendment No. 1, filed on October 1, 1996, as further amended by Amendment No. 2, filed on October 8, 1996, as further amended by Amendment No. 3, filed on October 28, 1996 (the "Form S-1"), including all amendments and reports updating such description. All documents subsequently filed by the Company pursuant to Section 13(a),13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by an subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Education Management Corporation 1996 Stock Incentive Plan (the "Plan") meeting the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities Act"). 3 Item 8. Exhibits. 4.1 Amended and Restated Articles of Incorporation Incorporated herein by reference to Exhibit 3.01 to the Annual Report on Form 10-K for the year ended June 30, 1997 (the "1997 Form 10-K") 4.2 Bylaws of the Company Incorporated herein by reference to Exhibit 3.02 to the 1997 Form 10-K 5 Opinion of Kathleen Clover regarding the legality of the securities being registered Filed herewith 23.1 Consent of Independent Auditors Filed herewith 23.2 Consent of Kathleen Clover, Senior Counsel to the Corporation, contained in the opinion filed herewith as Exhibit 5 24 Power of attorney Filed herewith
4 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 Pittsburgh, Commonwealth of Pennsylvania, on this 1st day of March, 2000. EDUCATION MANAGEMENT CORPORATION By: /s/ Robert T. McDowell ---------------------------- Robert T. McDowell Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Capacity Date --------- -------- ---- Robert B. Knutson* Chairman of the Board February 17, 2000 - ----------------------------- and Chief Executive Officer; Robert B. Knutson Director /s/ Robert T. McDowell Executive Vice President February 17, 2000 - ----------------------------- and Chief Financial Robert T. McDowell Officer Robert P. Gioella* President and Chief February 17, 2000 - ----------------------------- Operating Officer; Director Robert P. Gioella John R. McKernan, Jr.* Vice Chairman; Director February 17, 2000 - ----------------------------- John R. McKernan, Jr. Robert H. Atwell* Director February 17, 2000 - ----------------------------- Robert H. Atwell James J. Burke, Jr.* Director February 17, 2000 - ----------------------------- James J. Burke, Jr.
5 William M. Campbell, III* Director February 17, 2000 - ----------------------------- William M. Campbell, III Albert Greenstone* Director February 17, 2000 - ----------------------------- Albert Greenstone Miryam L. Knutson* Director February 17, 2000 - ----------------------------- Miryam L. Knutson James S. Pasman, Jr. Director February 17, 2000 - ----------------------------- James S. Pasman, Jr. Daniel M. Fitzpatrick* Vice President and February 17, 2000 - ----------------------------- Daniel M. Fitzpatrick Controller
* The undersigned attorney-in-fact, by signing his name below, does hereby sign this Registration Statement on behalf of the above-named officers and directors pursuant to a power of attorney executed by such persons and filed herewith. /s/ Robert T. McDowell --------------------------- Robert T. McDowell Executive Vice President and Chief Financial Officer EX-5 2 OPINION OF KATHLEEN CLOVER 1 Exhibit 5 March 1, 2000 Securities and Exchange Commission 450 Fifth Street Judiciary Plaza Washington, D.C. 20549 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Senior Counsel to Education Management Corporation, a Pennsylvania corporation (the "Registrant"), and in such capacity I have acted as counsel to the Registrant in connection with the Registrant's Registration Statement on Form S-8 (the "Registration Statement") registering a total of 2,500,000 shares of Common Stock of the Registrant under the Education Management Corporation 1996 Stock Incentive Plan, as amended (the "Plan"). I am of the opinion that, subject to the effectiveness of the Registration Statement, the shares of Common Stock of the Company to be sold pursuant to the Plan will be legally and validly issued, fully paid and non- assessable. In giving this opinion, I assume that the shares of Common Stock to be sold pursuant to the Plan will be issued in accordance with the terms of the Plan. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Kathleen Clover Senior Counsel EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 28, 1999 included in Education Management Corporation's Form 10-K for the year ended June 30, 1999 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Pittsburgh, Pennsylvania March 1, 2000 EX-24 4 POWER OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY EDUCATION MANAGEMENT CORPORATION 1996 STOCK INCENTIVE PLAN REGISTRATION STATEMENT KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or Officers of Education Management Corporation (the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and appoints Robert T. McDowell, Frederick W. Steinberg and Kathleen Clover, or each of them, with full power of substitution, such person's true and lawful attorney-in-fact and agent to execute in such person's name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (or other appropriate form) under the Securities Act of 1933, as amended, of 2,500,000 shares of the Corporation's Common Stock, par value $.01 per share, to be issued in connection with the Corporation's 1996 Stock Incentive Plan, as amended, and to execute in such person's name, place and stead any and all amendments to said Registration Statement. Such persons hereby ratify and confirm all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Witness the due execution hereof by the following persons in the capacities indicated as of this February 17, 2000.
Signature Capacity Date --------- -------- ---- /s/ ROBERT B. KNUTSON Chairman of the Board February 17, 2000 - ----------------------------- and Chief Executive Officer; Robert B. Knutson Director /s/ ROBERT T. MCDOWELL Executive Vice President February 17, 2000 - ----------------------------- and Chief Financial Robert T. McDowell Officer /s/ ROBERT P. GIOELLA President and Chief February 17, 2000 - ----------------------------- Operating Officer; Director Robert P. Gioella /s/ JOHN R. MCKERNAN, JR. Vice Chairman; Director February 17, 2000 - ----------------------------- John R. McKernan, Jr. /s/ ROBERT H. ATWELL Director February 17, 2000 - ----------------------------- Robert H. Atwell /s/ JAMES J. BURKE, JR. Director February 17, 2000 - ----------------------------- James J. Burke, Jr.
2 /s/ WILLIAM M. CAMPBELL, III Director February 17, 2000 - ----------------------------- William M. Campbell, III /s/ ALBERT GREENSTONE Director February 17, 2000 - ----------------------------- Albert Greenstone /s/ MIRYAM L. KNUTSON Director February 17, 2000 - ----------------------------- Miryam L. Knutson /s/ JAMES S. PASMAN, JR. Director February 17, 2000 - ----------------------------- James S. Pasman, Jr. /s/ DANIEL M. FITZPATRICK Vice President and February 17, 2000 - ----------------------------- Controller Daniel M. Fitzpatrick
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