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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 NORTH DRIVE
P.O. BOX 50466
INDIANAPOLIS, INDIANA 46250-0466
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ESI 401(K) PLAN
(FULL TITLE OF THE PLAN)
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CLARK D. ELWOOD
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
5975 CASTLE CREEK PARKWAY NORTH DRIVE
P.O. BOX 50466
INDIANAPOLIS, INDIANA 46250-0466
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(317) 594-9499
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock, $0.01 par
value.................... 5,000,000 shares $26.4375 $132,187,500 $38,995
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein. Pursuant to Rule 457(h)(2) under the Securities Act,
no separate fee is required to register such interests.
(2) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the Common Stock as
reported by the NYSE on June 2, 1998, which was $26.4375 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by ITT Educational Services, Inc.
(the "Registrant") with the Securities and Exchange Commission are incorporated
by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) The Registrant's Current Report on Form 8-K dated February 23, 1998;
(3) The Registrant's Current Report on Form 8-K dated March 31, 1998;
(4) The Registrant's Current Report on Form 8-K dated April 16, 1998 and
the amendment thereto on Form 8-K/A filed on April 17, 1998;
(5) The Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1998; and
(6) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on December 19, 1994, including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant or the ESI
401(k) Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities offered hereby then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective dates of
filing.
The Registrant 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 Registrant at its principal offices,
5975 Castle Creek Parkway North Drive, P.O. Box 50466, Indianapolis, Indiana
46250-0566, telephone (317) 594-9499.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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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.
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.
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) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 that 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.
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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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 June 2, 1998.
ITT EDUCATIONAL SERVICES, INC.
By: /s/ RENE R. CHAMPAGNE
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Rene R. Champagne
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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.
SIGNATURE TITLE DATE
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/s/ RENE R. CHAMPAGNE Chairman, President, Chief Executive June 2, 1998
- --------------------------------------------------- Officer and Director (Principal
Rene R. Champagne Executive Officer)
/s/ GENE A. BAUGH Senior Vice President and Chief June 2, 1998
- --------------------------------------------------- Financial Officer (Principal
Gene A. Baugh Financial Officer and Principal
Accounting Officer)
Director
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Rand V. Aroskog
/s/ TONY COEHLO Director June 2, 1998
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Tony Coehlo
/s/ JOHN F. DEAN Director June 2, 1998
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John F. Dean
/s/ JAMES D. FOWLER, JR. Director June 2, 1998
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James D. Fowler, Jr.
/s/ ROBIN JOSEPHS Director June 2, 1998
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Robin Josephs
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SIGNATURE TITLE DATE
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/s/ MERRICK R. KLEEMAN Director June 2, 1998
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Merrick R. Kleeman
/s/ LESLIE LENKOWSKY Director June 2, 1998
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Leslie Lenkowsky
/s/ BARRY S. STERNLICHT Director June 2, 1998
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Barry S. Sternlicht
/s/ VIN WEBER Director June 2, 1998
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Vin Weber
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 June 2, 1998.
ESI 401(k) PLAN
By: ESI Employee Benefit Plan
Investment and Administration
Committee
/s/ GENE A. BAUGH
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Gene A. Baugh, Member
/s/ J. BRADFORD RAINIER
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J. Bradford Rainier, Member
/s/ SHARON S. MURLEY
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Sharon S. Murley, Member
/s/ ELAINE B. JOHNSON
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Elaine B. Johnson, Member
/s/ JENNIFER YONCE
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Jennifer Yonce, Member
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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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 Registrant's Quarterly Report on Form 10-Q for
the period ending June 30, 1996 is incorporated herein by
reference.)
4.2 Restated By-Laws of the Registrant, as amended to date. (The
copy of this Exhibit filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8
(Registration 333-38883) is incorporated herein by
reference.)
4.3 ESI 401(k) Plan.
23.1 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).