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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 1, 2002
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CORINTHIAN COLLEGES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25283 33-0717312
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
6 Hutton Centre Drive, Suite 400, Santa Ana, 92707
California (Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (714) 427-3000
N/A
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of the Stock Purchase and Sale Agreement, dated April
10, 2002 (the "Purchase Agreement"), by and among Wyo-Tech Acquisition Corp.
("Wyo-Tech"), Allied Capital Corporation, David Grenat (Allied Capital
Corporation and David Grenat are collectively referred to as the "Sellers") and
Corinthian Colleges, Inc. (the "Company"), the Company acquired all of the
outstanding capital stock of Wyo-Tech from the Sellers on July 1, 2002. The
total consideration paid by the Company in connection with the acquisition was
approximately $84.4 million, including repayment of approximately $12.8 million
of outstanding indebtedness of Wyo-Tech and after giving effect to certain
projected closing balance sheet adjustments as required by the Purchase
Agreement. In accordance with the terms of the Purchase Agreement, the foregoing
purchase price is subject to adjustment based on a final determination of the
foregoing balance sheet adjustments for Wyo-Tech as of July 1, 2002.
The full amount of the purchase price, including the projected adjustment,
was paid by the Company in cash at the closing. To fund the purchase price for
Wyo-Tech, the Company used a portion of its cash and cash equivalents and
approximately $43 million borrowed under its new $100 million credit facility,
obtained by the Company pursuant to its June 26, 2002, Credit Agreement with JP
Morgan Chase Bank, as Documentation Agent, Union Bank of California, N.A., as
Syndication Agent, Bank of America, N.A. as Administrative Agent, L/C Issuer and
Swing Line Lender, and each lender from time to time party thereto.
Wyo-Tech was founded in 1966, is accredited by the Accrediting Commission
of Career Schools and Colleges of Technology (ACCSCT) and offers diploma and
degree programs in Automotive Technology, Diesel Technology, Applied Services
Management, and Collision/Refinishing. Wyo-Tech operates, and will continue to
operate after the closing, two campuses under the Wyoming Technical Institute
name in Laramie, Wyoming and Blairsville, Pennsylvania.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by Item 7(a) of this Current
Report on Form 8-K are not included herein. Therefore, in
accordance with Item 7(a)(4) of Form 8-K, such financial
statements will be filed by amendment to this Form 8-K as soon
as practicable, but in no event later than September 16, 2002.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b) of
this Current Report on Form 8-K is not included herein.
Therefore, in accordance with Item 7(b)(2) of Form 8-K, such
pro forma financial information will be filed by amendment to
this Form 8-K as soon as practicable, but in no event later than
September 16, 2002.
(c) The exhibits to this report are listed in the Exhibit Index set forth
elsewhere herein.
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.
CORINTHIAN COLLEGES, INC.
By: /s/ Dennis N. Beal
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Dennis N. Beal
Executive Vice President and
Chief Financial Officer
Date: July 2, 2002
EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase and Sale Agreement, dated as of April 10, 2002,
among Corinthian Colleges, Inc., Wyo-Tech Acquisition Corp.,
Allied Capital Corporation and David Grenat (incorporated by
reference to Exhibit 2.1 to the Form 8-K of the Company filed
with the Securities and Exchange Commission on April 12,
2002).
10.1 Credit Agreement, dated as of June 26, 2002, among Corinthian
Colleges, Inc., each Lender from time to time party thereto,
JP Morgan Chase Bank, as Documentation Agent, Union Bank of
California, N.A., as Syndication Agent, and Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
99.1 Text of press release of Corinthian Colleges, Inc. issued
July 2, 2002.