- Current report filing (8-K)
May 12 2011 - 1:46PM
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) May 12, 2011
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-23245
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36-3932190
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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231 North Martingale Road
Schaumburg, IL
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60173
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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Regulation FD Disclosure.
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Career
Education Corporation (the Company) is furnishing investor presentation slides containing the information included in Exhibit 99.1 to this report, that have been prepared for investors in connection with the Companys presentation
on Thursday, May 12, 2011 at the Barclays Capital Global Services Conference in Boston, MA and other upcoming investor programs.
The
Company also intends to make the presentation slides attached hereto and a live webcast of the event available on its website at www.careered.com in the Investor Relations section.
Cautionary Statements regarding Presentation
This filing contains historical information as well as estimates and other forward-looking statements (that is, statements that are not historical facts) that are based on assumptions and on anticipation
of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The principal risk factors that may cause actual results
to differ materially from those expressed in the forward-looking statements are described in various documents the Company files with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K for the year ended
December 31, 2010, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
The Company expressly disclaims any obligation to
update the presentation contained in Exhibit 99.1 of this Report and cautions that the information is only accurate on the date of filing. The inclusion of any data or statements in this presentation does not signify that the information is
considered material.
Certain slides in Exhibit 99.1 may be deemed to contain a non-GAAP financial measure. As a general matter, the
Company uses any 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 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 Companys 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 Companys results have underperformed or exceeded expectations.
These non-GAAP financial measures reflect an additional way of
viewing aspects of the Companys operations that, when viewed with the Companys GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Companys results of
operations and the factors and trends affecting the Companys 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.
The Company is furnishing the investor presentation slides pursuant to the Securities and Exchange Commissions
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
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Financial Statements and Exhibits.
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(d)
Exhibit
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Exhibit
Number
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Description of Exhibit
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99.1
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Investor presentation slides.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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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/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: May 12, 2011
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