Career Education Corp - Current report filing (8-K)
March 28 2008 - 4:21PM
Edgar (US Regulatory)
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):
March 28,
2008
Career
Education Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-23245
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36-3932190
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2895
Greenspoint Parkway, Suite 600, Hoffman Estates,
IL
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60169
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
On
March
28, 2008, Career Education Corporation (the “Company”) intends to make the
financial information attached hereto (the “Financial Information”) available on
its website at www.careered.com under “Financial Information” in the
“Investor Relations” section within the "SEC Filings" section. The
Financial Information is attached hereto as Exhibit 99.1, and is incorporated
herein by reference.
The
Financial Information reflects the Company’s revenue and operating profit for
2007 on an actual basis, and after giving effect to the Company’s new reporting
structure, on both a quarterly and full-year basis.
The
Financial Information may be deemed to be a non-GAAP financial measure
in this
presentation. As a general matter, the Company uses these non-GAAP
measures in addition to and in conjunction with results presented in
accordance
with GAAP. Among other things, the Company may use non-GAAP financial
measures,
such as the Financial Information, in addition to and in conjunction
with
corresponding GAAP measures, to help analyze the performance of its core
business, in connection with the preparation of annual budgets, and in
measuring
performance for some forms of compensation. In addition, the Company
believes
that non-GAAP financial information is used by analysts and others in
the
investment community to analyze the Company's historical results and
in
providing estimates of future performance and that failure to report
these
non-GAAP measures could result in confusion among analysts and others
and a
misplaced perception that the Company's results have underperformed or
exceeded expectations.
These
non-GAAP financial measures reflect an additional way of viewing aspects
of the
Company's operations that, when viewed with the Company’s GAAP results and the
reconciliations to corresponding GAAP financial measures, provide a more
complete understanding of the Company's results of operations and the
factors
and trends affecting the Company's business. However, these non-GAAP
measures
should be considered as a supplement to, and not as a substitute for,
or
superior to, the corresponding measures calculated in accordance with
GAAP.
By
filing
this report on Form 8-K and furnishing the Financial 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.
The
Company is furnishing the Financial Information pursuant to the Securities
and
Exchange Commission’s Regulation FD. 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 Section 18 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 Exchange Act, nor shall it be deemed incorporated by reference
in any
filing under the Securities Act of 1933, as amended, except as previously
set
forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit
Exhibit
Number
Description
of Exhibit
99.1
|
Financial
Information to be provided on the Company's website on March 28,
2008.
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2
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.
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CAREER
EDUCATION CORPORATION
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By:
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/s/
Michael J. Graham
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Michael
J. Graham
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Executive
Vice President and Chief Financial
Officer
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Dated:
March 28, 2008
Exhibit
Index
Exhibit
Number
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Description
of Exhibit
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99.1
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Financial
Information to be provided on the Company's website on March 28,
2008.
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4
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