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 31, 2009
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23245 | 36-3932190 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL | 60169 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (847) 781-3600
N/A
(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 3.02 | Unregistered Sales of Equity Securities. |
On August 31, 2009, the Registrant issued 3,000,000 shares of its common stock, par value $0.01 per share (the “Shares”), to Le Cordon Bleu International B.V. The shares were issued in partial consideration of the Registrant’s purchase of the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada.
The Registrant issued the Shares to one non-U.S. Person (as that term is defined in Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) in an offshore transaction in which the Registrant relied on the registration exemption provided for in Regulation S of the Securities Act.
| Item 8.01 | Other Events. |
On September 1, 2009, the Registrant issued a press release announcing that it has completed the previously announced purchase of the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 |
Press release of Registrant, dated September 1, 2009, announcing that it has completed the previously announced purchase of the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada. |
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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/ Jeffrey D. Ayers | |
| Jeffrey D. Ayers | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Dated: September 1, 2009
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Exhibit Index
| Exhibit |
Description of Exhibit | |
| 99.1 |
Press release of Registrant, dated September 1, 2009, announcing that it has completed the previously announced purchase of the outright rights to the Le Cordon Bleu brand in the education services field for the U.S. and Canada. |
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