As filed with the Securities and Exchange Commission on May 16, 2005
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.
2004 New-Hire Award 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 265,000(1) $13.99(2) $3,707,350(2) $436.36(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, options 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, options
and rights that may be offered or issued pursuant to the Corinthian
Colleges, Inc. 2004 New-Hire Award 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 May 9,
2005, as quoted on the Nasdaq National Market.
The Exhibit Index for this Registration Statement is at page 9.
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, 2004, filed with the Commission on September 13,
2004 (Commission File No. 000-25283);
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2005, December 31, 2004 and September 30,
2004, filed with the Commission on May 12, 2005, February 9, 2005,
and November 9, 2004, respectively (each, Commission File No.
000-25283);
(c) The Company's Current Reports on Form 8-K, filed with the
Commission on March 9, 2005, February 15, 2005, January 28, 2005,
December 8, 2004, November 23, 2004, September 21, 2004, August
30, 2004, and July 9, 2004 (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.
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 235,167
shares of Common Stock. In addition, Mr. Mortensen owns 4,667 restricted stock
units with respect to shares of the Common Stock. Mr. Mortensen is eligible for
additional award grants 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 May 13, 2005.
By: /s/ JACK D. MASSIMINO
-------------------------------------
Jack D. Massimino
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jack D. Massimino 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
-------------------------- --------------------- --------------
/s/ JACK D. MASSIMINO Chief Executive Officer, May 13, 2005
--------------------------- President and Director
Jack D. Massimino (Principal Executive Officer)
/s/ KENNETH S. ORD Executive Vice President and May 13, 2005
--------------------------- Chief Financial Officer
Kenneth S. Ord (Principal Financial Officer)
/s/ ROBERT C. OWEN Senior Vice President and May 13, 2005
-------------------------- Controller
Robert C. Owen (Principal Accounting Officer)
/s/ DAVID G. MOORE Chairman May 13, 2005
--------------------------
David G. Moore
/s/ HANK ADLER Director May 13, 2005
-------------------------
Hank Adler
/s/ MICHAEL P. BERRY Director May 13, 2005
-------------------------
Michael P. Berry
/s/ LINDA AREY SKLADANY Director May 13, 2005
-------------------------
Linda Arey Skladany
/s/ PAUL R. ST. PIERRE Director May 13, 2005
-------------------------
Paul R. St. Pierre
______________________ Director
Loyal Wilson
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
--------- ------------------------
4. Corinthian Colleges, Inc. 2004 New-Hire Award Plan. (Filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K filed
with the Commission on November 23, 2004 (Commission File No.
000-25283) and incorporated herein by this reference.)
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (consent of independent registered
public accounting firm).
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").