0001383838-14-000018.txt : 20140331
0001383838-14-000018.hdr.sgml : 20140331
20140331133004
ACCESSION NUMBER: 0001383838-14-000018
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140331
DATE AS OF CHANGE: 20140331
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CORINTHIAN COLLEGES INC
CENTRAL INDEX KEY: 0001066134
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 330717312
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56245
FILM NUMBER: 14729037
BUSINESS ADDRESS:
STREET 1: 6 HUTTON CENTRE DR
STREET 2: SUITE 400
CITY: SANTA ANA
STATE: CA
ZIP: 92707
BUSINESS PHONE: 7144273000
MAIL ADDRESS:
STREET 1: 6 HUTTON CENTER DR
STREET 2: SUITE 400
CITY: SANTA ANA
STATE: CA
ZIP: 92707
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SHAH CAPITAL MANAGEMENT
CENTRAL INDEX KEY: 0001383838
IRS NUMBER: 201804775
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 8601 SIX FORKS ROAD
STREET 2: SUITE 630
CITY: RALEIGH
STATE: NC
ZIP: 27615
BUSINESS PHONE: 919 719 6360
MAIL ADDRESS:
STREET 1: 8601 SIX FORKS ROAD
STREET 2: SUITE 630
CITY: RALEIGH
STATE: NC
ZIP: 27615
SC 13D/A
1
schedule13dtwo.txt
FILING AMENDMENT TWO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.2)
SCHEDULE 13D/A
CORINTHIAN COLLEGES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
218868107
(CUSIP Number)
Shah Capital Management
8601 Six Forks Road, Suite 630
Raleigh, NC 27615
Tel. No.: (919) 719-6360
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d 1(e), 240.13d 1(f)
or 240.13d 1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d 7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(1) Names of reporting persons:
Shah Capital Management
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(6) Citizenship or place of organization
NORTH CAROLINA
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
5,612,974
(9) Sole dispositive power
0
(10) Shared dispositive power
5,612,974
(11) Aggregate amount beneficially owned by each reporting person
5,612,974
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
6.36%
(14) Type of reporting person (see instructions)
IA
(1) Names of reporting persons:
Shah Capital Opportunity Fund LP
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
OO
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(6) Citizenship or place of organization
DELAWARE
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
4,200,000
(9) Sole dispositive power
0
(10) Shared dispositive power
4,200,000
(11) Aggregate amount beneficially owned by each reporting person
4,200,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
4.76%
(14) Type of reporting person (see instructions)
PN
(1) Names of reporting persons:
Himanshu H. Shah
(2) Check the appropriate box if a member of a group:
(a)
(b)
(3) SEC use only
(4) Source of funds (see instructions)
PF
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) of Schedule 13D
N/A
(6) Citizenship or place of organization
UNITED STATES
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
250,000
(8) Shared voting power
5,862,974
(9) Sole dispositive power
250,000
(10) Shared dispositive power
5,862,974
(11) Aggregate amount beneficially owned by each reporting person
5,862,974
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
N/A
(13) Percent of class represented by amount in Row (11)
6.65%
(14) Type of reporting person (see instructions)
IN
SCHEDULE 13D
Item 1. Security and Issuer
Common Stock of CORINTHIAN COLLEGES INC.
6 HUTTON CENTRE DRIVE
SUITE 400
SANTA ANA CA 92707
Item 2. Identity and Background
(a). Name: SHAH CAPITAL MANAGEMENT.
(b). Business Address: 8601 Six Forks Road, Suite 630, Raleigh, NC 27615
(c). Principal business: Asset management
(d). During the last five years, the reporting person has not been convicted
in a criminal proceeding.
(e). During the last five years, the reporting person has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f). N/A
Item 3. Source and Amount of Funds or Other Consideration
The source of funding for the purchase of the shares of Common Stock
was derived from investment capital of SCM clients, including the
Fund.
Item 4. Purpose of the Transaction
The Reporting Person originally purchased the Common Stock based on
their belief that the shares of Common Stock, when purchased, were
undervalued and represented an attractive investment opportunity.
The Reporting Person intends to review their investment in the Issuer
on a continuing basis and in connection therewith, intend to discuss
with the Issuer ways in which such undervaluation can be rectified.
The Reporting Person also intends to engage the Issuer in discussions
regarding the assets, business, strategy, financial condition and/or
operations of the Issuer and how to maximize shareholder value.
Subject to applicable law and regulations, and, depending upon certain
factors, including without limitation, general market and investment
conditions, the financial performance and strategic direction of the
Issuer, and the availability of shares of Common Stock at prices that
would make the purchase of such shares desirable, the Reporting Person
may, among other things, increase their position in the Issuer through
the purchase of shares of Common Stock on the open market or in private
transactions or otherwise, on such terms and at such times as the
Reporting Person deems advisable.
In addition, the Reporting Person may, from time to time and at any
time, acquire other equity, debt, notes, instruments or other securities
of the Issuer (collectively with the Common Stock, Securities) in the
open market or otherwise. The Reporting Person reserves the right
to dispose of any or all of their Securities in the open market or
otherwise, at any time and from time to time, and to engage in any
hedging or similar transactions with respect to the Securities.
In addition, based on the above discussions with the Issuer and subject
to the factors described above, the Reporting Person may have discussions
with other stockholders and potential nominees to the Board; make
proposals to the Issuer concerning changes to the strategy, capitalization,
governance, ownership structure, operations, or Articles of
Incorporation or Bylaws of the Issuer; or change their intention
with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Aggregate number of shares owned:
(b) Percentage of class of securities owned:
(c) Number of Shares to which reporting person has:
(i) Sole Voting Power
(ii) Shared Voting Power
(iii) Sole Dispositive Power
(iv) Shared Dispositive Power
SCM Shah Capital Opportunity Himanshu
Fund LP
(a) 5,612,974 4,200,000 250,000
(b) 6.36% 4.76% 6.65%
(i) N/A N/A 250,000
(ii) 5,612,974 4,200,000 5,862,974
(iii) N/A N/A 250,000
(iv) 5,612,974 4,200,000 5,862,974
(c) The Reporting Person has effected transactions
relating to the Ordinary Shares during the past sixty (60)
days
(d) to (e). Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Not Applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: March 31, 2014
Signature: Himanshu H. Shah/Sd.
Name/Title: Himanshu H. Shah, President and CIO