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 1, 2005
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Career Education Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23245 36-3932190
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL 60195
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 781-3600
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(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 2.02 Results of Operations and Financial Condition.
On August 1, 2005, Career Education Corporation (the "Registrant") issued a
press release to report the Registrant's financial results for the second
quarter ended June 30, 2005, and to announce that its Board of Directors
authorized a share repurchase program. A copy of the Registrant's press release
is attached hereto as Exhibit 99.1, and the information contained therein is
incorporated herein by reference. The information contained in Item 2.02 to this
Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and the
information shall not be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
Item 8.01 Other Events.
On August 1, 2005, the Registrant issued a press release to announce that its
Board of Directors approved the termination of its shareholder rights plan and
other enhanced corporate governance practices. A copy of the Registrant's press
release is attached hereto as Exhibit 99.2, and the information contained
therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) None.
(b) None.
(c) Exhibits
Exhibit
Number Description of Exhibits
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99.1 Press Release of Registrant dated August 1, 2005, reporting the
Registrant's financial results for the second quarter ended
June 30, 2005, and announcing that its Board of Directors
authorized a share repurchase program.
99.2 Press Release of Registrant dated August 1, 2005, announcing that
its Board of Directors approved the termination of its
shareholder rights plan and other enhanced corporate governance
practices.
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/ Janice L. Block
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Janice L. Block
Senior Vice President, General Counsel,
and Corporate Secretary
Dated: August 1, 2005
Exhibit Index
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Exhibit
Number Description of Exhibits
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99.1 Press Release of Registrant dated August 1, 2005, reporting the
Registrant's financial results for the second quarter ended
June 30, 2005, and announcing that its Board of Directors
authorized a share repurchase program.
99.2 Press Release of Registrant dated August 1, 2005, announcing that
its Board of Directors approved the termination of its
shareholder rights plan and other enhanced corporate governance
practices.