As filed with the Securities and Exchange Commission on August 3, 2004
Registration No. _______________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Corinthian Colleges, Inc.
(Exact Name of Registrant as Specified in Its Charter)
___________________
Delaware 33-0717312
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707
(Address, Including Zip Code, of Principal Executive Offices)
___________________
Corinthian Colleges, Inc.
Executive Deferral Plan
(Full Title of the Plan)
___________________
Stan A. Mortensen
Senior Vice President, General Counsel and Corporate Secretary
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707
(714) 427-3000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
___________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount Of
Securities To Be Price Offering Registration
To Be Registered Registered Per Unit Price Fee
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Common Stock, $0.0001 500,000(1) $18.91(2) $9,455,000(2) $1,198(2)
par value per share shares
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(1) This Registration Statement covers, in addition to the number of shares of
Corinthian Colleges, Inc., a Delaware corporation (the "Company" or the
"Registrant"), common stock, par value $0.0001 per share (the "Common
Stock"), stated above, stock units and other rights to purchase or acquire
the shares of Common Stock covered by this Registration Statement and,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of shares, stock
units and rights that may be offered or issued pursuant to the Corinthian
Colleges, Inc. Executive Deferral Plan (the "Plan") as a result of one or
more adjustments under the Plan to prevent dilution resulting from one or
more stock splits, stock dividends or similar transactions.
(2) Pursuant to Securities Act Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on July 30,
2004, as quoted on the Nasdaq National Market.
The Exhibit Index for this Registration Statement is at page 9.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act
Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended June 30, 2003, filed with the Commission on September 25,
2003, as amended by Form 10-K/A filed with the Commission on
September 29, 2003 (Commission File No. 000-25283);
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended September 30, 2003, December 31, 2003 and March
31, 2004, filed with the Commission on November 14, 2003,
February 10, 2004 and May 13, 2004, respectively (each, Commission
File No. 000-25283);
(c) The Company's Current Reports on Form 8-K, filed with the
Commission on July 9, 2004, April 20, 2004, March 2, 2004,
August 27, 2003, August 14, 2003 and July 3, 2003 (each,
Commission File No. 000-25283); and
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on
January 21, 1999 (Commission File No. 000-25283), and any other
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.
Note Regarding Limitations on Recovery
The consolidated financial statements of the Company and its
subsidiaries for the Company's fiscal year ended June 30, 2001 included in the
Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2003,
as amended by Form 10-K/A filed with the Commission on September 29, 2003, and
incorporated herein by reference were audited by Arthur Andersen LLP. After
reasonable efforts, the Company has not been able to obtain the consent of
Arthur Andersen LLP to the incorporation by reference into this Registration
Statement of its audit report included in such annual report. Accordingly,
Arthur Andersen LLP will not be liable to investors under Section 11(a) of the
Securities Act because it has not consented to being named as an expert in this
Registration Statement. Therefore, such lack of consent may limit the recovery
by investors from Arthur Andersen LLP.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of Common Stock registered hereby is
passed on for the Company by Stan A. Mortensen. Mr. Mortensen is the Senior
Vice President, General Counsel and Corporate Secretary of the Company and is
compensated by the Company as an employee. Mr. Mortensen owns 748 shares of
Common Stock and Company stock options to acquire up to an additional 202,500
shares of Common Stock. Mr. Mortensen is eligible to receive stock units in
respect of deferred compensation and additional awards by the Company under the
Plan.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except to the
extent provided by applicable law for any breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
pursuant to Section 174 of the Delaware General Corporation Law (the "DGCL") or
for any transaction from which such director derived an improper personal
benefit. Under the DGCL, liability of a director may not be limited (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (3) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, and (4) for any
transaction from which the director derives an improper personal benefit. The
effect of the provisions of the Company's Certificate of Incorporation is to
eliminate the rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages against
a director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior), except as
provided in the Company's Certificate of Incorporation and in the situations
described in clauses (1) through (4) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. The Bylaws of the Company provide that the
Company will indemnify its directors and officers to the fullest extent
permitted by the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 9, which is incorporated herein
by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on
August 2, 2004.
By: /s/ DAVID G. MOORE
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David G. Moore
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David G. Moore and Stan A. Mortensen, and each of them, acting individually
and without the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place, and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments, exhibits thereto and
other documents in connection therewith) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ DAVID G. MOORE Chairman and Chief Executive August 2, 2004
----------------------------- Officer, Director (Principal
David G. Moore Executive Officer)
/s/ DENNIS N. BEAL Executive Vice President and August 2, 2004
---------------------------- Chief Financial Officer
Dennis N. Beal (Principal Financial and
Accounting Officer)
/s/ MICHAEL P. BERRY Director July 22, 2004
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Michael P. Berry
Director
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Jack D. Massimino
/s/ LINDA AREY SKLADANY Director July 21, 2004
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Linda Arey Skladany
/s/ PAUL R. ST. PIERRE Director August 2, 2004
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Paul R. St. Pierre
/s/ LOYAL WILSON Director July 20, 2004
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Loyal Wilson
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4. Corinthian Colleges, Inc. Executive Deferral Plan.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (consent of independent accountants).
23.2 Consent of Arthur Andersen LLP (consent of independent accountants).*
23.3 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
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*Omitted pursuant to Securities Act Rule 437(a).