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):  July 21, 2014

 

Corinthian Colleges, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-25283

 

33-0717312

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

6 Hutton Centre Drive, Suite 400, Santa
Ana, California

 

92707

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (714) 427-3000

 

Not Applicable

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01              Regulation FD Disclosure.

 

On July 21, 2014, Corinthian Colleges, Inc. (the “Company”) issued a press release confirming that the Department of Education has selected Patrick Fitzgerald of Skadden, Arps, Slate, Meagher & Flom LLP to fill the monitor role under its Operating Agreement with the Department.  A copy of that press release is attached hereto as Exhibit 99.1.

 

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

Item 9.01              Financial Statements and Exhibits

 

(d)           Exhibits.

 

99.1        Press Release issued by the Company on July 21, 2014.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

CORINTHIAN COLLEGES, INC.

 

 

 

 

July 21, 2014

/s/ Stan A. Mortensen

 

Stan A. Mortensen

 

Executive Vice President and

 

General Counsel

 

2




Exhibit 99.1

 

CONTACTS:       Investors:

Anna Marie Dunlap

SVP Investor Relations

714-424-2678

 

Media:

Kent Jenkins Jr.

VP Public Affairs Communications

(202) 682-9494

 

Corinthian Colleges Comments on Appointment of Fitzgerald as Monitor

under Operating Agreement with the Department of Education

 

Company expects monitor to help ensure best possible outcome for

students and other stakeholders during transition

 

SANTA ANA, Calif., July 21, 2014 (GLOBE NEWSWIRE) — Corinthian Colleges, Inc. (Nasdaq: COCO) confirmed today that the Department of Education (ED) has selected Patrick Fitzgerald of Skadden, Arps, Slate, Meagher & Flom LLP to fill the monitor role under its Operating Agreement with the Department.  During discussions with the Department in late June regarding a memorandum of understanding, Corinthian proposed the appointment of an independent monitor to oversee and validate the Company’s compliance with the Operating Agreement and certain other aspects of the Company’s business.  The Company agreed to pay all costs associated with the monitor.

 

“We welcome Mr. Fitzgerald and his team,” said Jack Massimino, Corinthian’s Chairman and Chief Executive Officer. “They will have the complete cooperation of the company. We look forward to providing full access to the data and personnel necessary to demonstrate our commitment to student success and regulatory compliance.  We proposed the appointment of an independent Monitor when it became clear that an intermediary with a reputation for integrity and independence would enhance communications between the company and the Department. We believe the Department has made an excellent choice.”

 



 

“We also look forward to showing Mr. Fitzgerald and his team our campuses, where they can meet students and see firsthand the dedication of our faculty and staff to meeting our students’ educational needs,” Massimino continued. “Working with the Department and the Monitor, we hope to achieve the very best possible outcome for our students, employees, and other stakeholders during this period of transition.”

 

For more detail about the operating agreement, see the company’s July 7, 2014 Form 8-K filing with the Securities and Exchange Commission at http://investors.cci.edu/secfiling.cfm?filingID=1104659-14-50216&CIK=1066134.  For additional facts about the Department of Education’s request for documents and our response, go to http://investors.cci.edu/currentissues.cfm.

 

Certain statements in this press release may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. The company intends that all such statements be subject to the “safe-harbor” provisions of that Act. Such statements include, but are not limited to, those regarding our expectations regarding the role of the monitor in overseeing the implementation of the Operating Agreement and transition plan. Many factors may cause Corinthian’s actual results to differ materially from those discussed in any such forward-looking statements or elsewhere, including: Corinthian’s ability to identify new owners for its campuses and to enter into agreements with any such new owners on terms acceptable to the company, if at all; possible inability to obtain needed liquidity through new financings, additional cost reductions, accelerated asset sales or some combination thereof to continue operating in the ordinary course; the company’s possible inability to comply with the terms of the Operating Agreement; the company’s effectiveness in its regulatory and accreditation compliance efforts; the outcome of ongoing reviews and inquiries by accrediting, state and federal agencies, including the Department of Education, various attorneys general, and the Consumer Financial Protection Bureau (CFPB); the outcome of pending litigation against the company, including the civil complaints filed by the California and Massachusetts Attorneys General; the uncertainty of counterparty decisions in the context of our credit agreement and trade creditors; and the other risks and uncertainties described in the company’s filings with the U.S. Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

###

 


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