8-K 1 d728898d8k.htm FORM 8-K

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): April 11, 2019

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.)
231 North Martingale Road |  |
Schaumburg, IL |  | 60173
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. | Regulation FD Disclosure.

As previously announced, Career Education Corporation (the “Company”) is hosting an investor day today, April 11, 2019, beginning at 8:00 a.m. Eastern time in New York City which will include presentations by the Company’s management team, including Todd Nelson (CEO), Ashish Ghia (CFO), Andrew Hurst (SVP - Colorado Technical University) and John Kline (SVP - American InterContinental University). The investor day will be webcast live and can be accessed by all interested parties at www.careered.com in the Investor Relations section of the website. The investor day is expected to conclude at approximately 12:00 p.m. Eastern time.

The presentation materials that will be used for the investor day, which include estimated new and total student enrollments for the quarter ended March 31, 2019, have been posted on the Company’s website and are attached as Exhibit 99.1 and are incorporated herein by reference.

This information, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

The exhibit to this Current Report on Form 8-K is listed in the “Exhibit Index” which is contained herein and incorporated by reference herein.

Exhibit Index

Exhibit Number |  | Description of Exhibits
99.1 |  | Presentation materials to be used by the Company in connection with its April 11, 2019 investor day and webcast

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/ Ashish R. Ghia
|  | Ashish R. Ghia
|  | Senior Vice President and Chief Financial Officer

Dated: April 11, 2019