-----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, BPyjhC8ky+Gf5CAxogVi/mtgtZxDN1hsHyBcE4i2CF3zs17PIXlE4XcHDBNtB/+b wWeo2IKmczYWTjjBZlIgCg== 0000911916-98-000053.txt : 19980611 0000911916-98-000053.hdr.sgml : 19980611 ACCESSION NUMBER: 0000911916-98-000053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980610 EFFECTIVENESS DATE: 19980610 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITT EDUCATIONAL SERVICES INC CENTRAL INDEX KEY: 0000922475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362061311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56493 FILM NUMBER: 98645604 BUSINESS ADDRESS: STREET 1: 5975 CASTLE CREEK PKWY N DR STREET 2: PO BOX 50466 CITY: INDIANAPOLIS STATE: IN ZIP: 46250 BUSINESS PHONE: 3175949499 MAIL ADDRESS: STREET 1: 5975 CASTLE CREEK PKWY N DR STREET 2: P O BOX 50466 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-0466 S-8 1 As filed with the Securities and Exchange Commission on June 10 , 1998 Registration No. 333-____ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ ITT EDUCATIONAL SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2061311 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466 (Address of Principal Executive Offices) (Zip Code) 1997 ITT EDUCATIONAL SERVICES, INC. INCENTIVE STOCK PLAN (Full title of the plan) CLARK D. ELWOOD 5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466 (Name and address of agent for service) (317) 594-9499 (Telephone number, including area code, of agent for service) COPY TO: JAMES A. ASCHLEMAN BAKER & DANIELS 300 NORTH MERIDIAN STREET, SUITE 2700 INDIANAPOLIS, INDIANA 46204 (317) 237-0300 CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE (2) PRICE (2) Common Stock, 3,365,065 $24.6563 (3) $82,970,052 (3) $24,476 (3) $0.01 par value
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. (2) It is impracticable to state the maximum offering price. Shares offered pursuant to stock options granted under the 1997 ITT Educational Services, Inc. Incentive Stock Plan are to be offered at not less than the fair market value of one share of Common Stock of ITT Educational Services, Inc. on the date the option is granted. (3) Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) under the Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NYSE on June 4, 1998, which was $24.6563 per share. The Registrant's Registration Statement on Form S-8 (Registration No. 333-38883) is incorporated herein by reference. 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 Indianapolis, State of Indiana, on June 9, 1998. ITT EDUCATIONAL SERVICES, INC. By: /S/ RENE R. CHAMPAGNE Rene R. Champagne Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes each of Rene R. Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of substitution, to execute in the name and on behalf of such person any post- effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the registrant deems appropriate, and appoints each of Rene R. Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith.
SIGNATURES CAPACITY DATE /S/ RENE R. CHAMPAGNE Chairman, President, Chief June 9, 1998 Rene R. Champagne Executive Officer and Director (Principal Executive Officer) /S/ GENE A. BAUGH Senior Vice President and Chief June 9, 1998 Gene A. Baugh Financial Officer (Principal Financial Officer and Principal Accounting Officer) Director Rand V. Araskog /S/ TONY COEHLO Director June 9, 1998 Tony Coehlo /S/ JOHN E. DEAN Director June 9, 1998 John E. Dean /S/ JAMES D. FOWLER, JR. Director June 9, 1998 James D. Fowler, Jr. /S/ ROBIN JOSEPHS Director June 9, 1998 Robin Josephs /S/ MERRICK R. KLEEMAN Director June 9, 1998 Merrick R. Kleeman /S/ LESLIE LENKOWSKY Director June 9, 1998 Leslie Lenkowsky /S/ BARRY S. STERNLICHT Director June 9, 1998 Barry S. Sternlicht /S/ VIN WEBER Director June 9, 1998 Vin Weber
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT Exhibit NO. 4.1 Restated Certificate of Incorporation of the Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1996, is incorporated by reference.) 4.2 By-Laws of the Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-38883) is incorporated herein by reference.) 4.3 1997 ITT Educational Services, Inc. Incentive Stock Plan. (The copy of this Exhibit filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1997, is incorporated by reference.) 5 Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion filed as Exhibit 5). 24 Powers of Attorney (included on the Signature Page of the Registration Statement).
EX-5 2 EXHIBIT 5 BAKER & DANIELS 300 NORTH MERIDIAN STREET SUITE 2700 INDIANAPOLIS, INDIANA 46204 (317) 237-0300 June 9, 1998 ITT Educational Services, Inc. 5975 Castle Creek Parkway, N. Drive Indianapolis, Indiana 46250-0466 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to ITT Educational Services, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act"), registering the offer and sale of up to 3,365,065 shares (the "Incentive Shares") of the Company's common stock, $0.01 par value (the "Common Stock"), pursuant to the 1997 ITT Educational Services, Inc. Incentive Stock Plan (the "Incentive Plan"). In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based on the foregoing, we are of the opinion that the Incentive Shares have been duly authorized and, when the Registration Statement shall have become effective and the Incentive Shares have been issued in accordance with the Incentive Plan, the Incentive Shares will be validly issued, fully paid and non-assessable. Our opinion expressed above is limited to the federal law of the United States and the law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ BAKER & DANIELS EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 10, 1998, appearing on page F-1 of ITT Educational Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. /S/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Indianapolis, Indiana June 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----