As filed with the Securities and
Exchange Commission on October 28 , 1997 Registration No. 333-____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2061311
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5975 CASTLE CREEK PARKWAY,
N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466
(Address of Principal Executive Offices) (Zip Code)
1997 ITT EDUCATIONAL SERVICES, INC.
INCENTIVE STOCK PLAN
(Full title of the plan)
CLARK D. ELWOOD
5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466
(Name and address of agent for service)
(317) 594-9499
(Telephone number, including area code, of agent for service)
COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
Common Stock, 684,935 $23.8125 (3) $16,310,015 (3) $4,942.43 (3)
$0.01 par value
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to stock options granted under the 1997 ITT Educational Services,
Inc. Incentive Stock Plan are to be offered at not less than the fair
market value of one share of Common Stock of ITT Educational Services, Inc.
on the date the option is granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act using the
average of the high and low sale prices of the Common Stock as reported by
the NYSE on October 27, 1997, which was $23.8125 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectus for the 1997 ITT Educational Services,
Inc. Incentive Stock Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating such description,
are incorporated herein by reference. All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial statements are contained in the annual report
described above are incorporated herein by reference. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered, a
copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated by
reference into such information), upon the written or oral request of such
person directed to the Secretary of the Company at its principal offices,
5975 Castle Creek Parkway, N. Drive, Indianapolis, Indiana 46250-0466,
(317) 594-9499.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Reference is made to Article VI of the Company's Restated Certificate
of Incorporation, filed as Exhibit 4.1 hereto, and Article VII of the
Company's By-Laws, filed as Exhibit 4.2 hereto, which provides that the
Company shall indemnify and advance expenses to its currently acting and
former directors and officers, and may indemnify and advance expenses to
its currently acting and former employees and agents, to the fullest extent
permitted by applicable law, including the Delaware General Corporation
Law, as amended from time to time (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide
broader indemnification rights than said law permitted the Company to
provide prior to such amendment). The Company may also enter into one or
more agreements with any person which provide for indemnification greater
or different than that provided in Article VI of the Company's Restated
Certificate of Incorporation. In addition, insurance policies provide for
the indemnification of the Company's directors and officers, as well as for
reimbursement of the Company for amounts paid by the Company above certain
limits in indemnifying its directors and officers, for liabilities under
the Securities Act of 1933, subject to applicable retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana,
on September 26, 1997.
ITT EDUCATIONAL SERVICES, INC.
By: /S/ RENE R. CHAMPAGNE
Rene R. Champagne
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of Rene R.
Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints each of Rene R. Champagne, Gene A. Baugh and
Clark D. Elwood, each with full power of substitution, attorney-in-fact to
sign any amendment and any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.
SIGNATURES CAPACITY DATE
/S/ RENE R. CHAMPAGNE Chairman, President, Chief September 26, 1997
Rene R. Champagne Executive Officer and Director
(Principal Executive Officer)
/S/ GENE A. BAUGH Senior Vice President and Chief September 26, 1997
Gene A. Baugh Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/S/ BETTE B. ANDERSON Director September 26, 1977
Bette B. Anderson
Director
Rand V. Araskog
/S/ ROBERT A. BOWMAN Director September 26, 1997
Robert A. Bowman
Director
John E. Dean
/S/ JAMES D. FOWLER, JR. Director September 26, 1997
James D. Fowler, Jr.
/S/ LESLIE LENKOWSKY Director September 26, 1997
Leslie Lenkowsky
/S/ RICHARD S. WARD Director September 26, 1997
Richard S. Ward
/S/ VIN WEBER Director September 26, 1997
Vin Weber
/S/ MARGITA E. WHITE Director September 26, 1997
Margita E. White
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
Exhibit
NO.
4.1 Restated Certificate of Incorporation of the Registrant, as amended
to date. (The copy of this Exhibit filed as Exhibit 3.1 to the
Company's report on Form 10-Q for the quarter ended June 30, 1996 is
incorporated by reference.)
4.2 By-Laws of the Registrant, as amended to date.
4.3 1997 ITT Educational Services, Inc. Incentive Stock Plan. (The copy
of this Exhibit filed as Exhibit 10.8 to the Company's report on
Form 10-Q for the quarter ended June 30, 1997, is incorporated by
reference.)
5 Opinion of Baker & Daniels regarding legality of the securities
being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).