Unassociated Document
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): November 16,
2007
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
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 16, 2007, the Board of Directors of the Registrant adopted amendments
to Article VII of the By-laws of the Registrant ("the Amended By-laws")
to
clarify that the By-laws permit the issuance and transfer of uncertified
shares.
A copy of the Amended By-laws is filed as Exhibit 3.2 to this Form
8-K and is incorporated herein by reference. The Amended By-laws will
enable the Registrant to participate in a Direct Registration System
administered by the Depository Trust Company. The Direct Registration
System allows investors to have securities registered in their names
without the issuance of physical certificates. The amendment took effect
upon adoption by the Board of Directors of the Registrant.
Item
9.01 Financial Statements and Exhibit.
(d)
Exhibit
Exhibit
Number Description
of Exhibit
3.2
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Fourth
Amended and Restated By-laws of the
Registrant.
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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:
November 21, 2007
EXHIBIT
INDEX
Exhibit
Number Description
of Exhibit
3.2
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Fourth
Amended and Restated By-laws
of Registrant.
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4