SECURITIES AND EXCHANGE COMMISSION

Amendment No. 1

20410 North 19th Avenue, Suite 200

Robert D. Hartman

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

CALCULATION OF REGISTRATION FEE

     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED November 12, 2003

                                              Shares

Common Stock

---

          Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $20 per share and $22 per share. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “UTI.”

          We are selling 3,250,000 shares of common stock and the selling stockholders are selling 4,250,000 shares of common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

          The underwriters have an option to purchase a maximum of 1,125,000 additional shares from the selling stockholders to cover over-allotments of shares.

          Investing in our common stock involves risks. See “Risk Factors” beginning on page 9.

				Underwriting				Proceeds to
		Price to		Discounts and		Proceeds		Selling
		Public		Commissions		to UTI		Stockholders
Per Share		$		$		$		$
Total		$		$		$		$

          Delivery of the shares of common stock will be made on or about                     , 2003.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse First Boston

Banc of America Securities LLC

	Jefferies & Company, Inc.

	Thomas Weisel Partners LLC

	SunTrust Robinson Humphrey

The date of this prospectus is                     , 2003.

---

 

---

 

---

 

---

 

---

PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary sets forth the material terms of the offering, but does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully before making an investment decision, especially the risks of investing in our common stock discussed under “Risk Factors.” Unless the context otherwise requires, the terms “we,” “us,” and “our” refer to Universal Technical Institute, Inc., our predecessor entities and our subsidiaries. Unless otherwise indicated, industry data are derived from publicly available sources, which we have not independently verified.

Universal Technical Institute, Inc.

Overview of Our Business

      We are a leading provider of post-secondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians, measured by total undergraduate enrollment and number of graduates. We offer undergraduate degree, diploma and certificate programs at seven campuses across the United States, and manufacturer-sponsored advanced programs at 22 dedicated training centers. For the nine months ended June 30, 2003, our average undergraduate enrollments were 10,228 full-time students. We have provided technical education for over 35 years.

      We work closely with leading original equipment manufacturers (OEMs) in the automotive, diesel, motorcycle and marine industries to understand their needs for qualified service professionals. By staying current on the equipment and technology employed by OEMs, we are able to continuously refine and expand our programs and curricula. We believe that our industry-oriented educational philosophy and national presence have enabled us to develop valuable industry relationships that provide us with a significant competitive strength and support our market leadership. We are a primary (and often the sole) provider of manufacturer-based training programs pursuant to written agreements with various OEMs whereby we provide technician training programs using their equipment and vehicles. These OEMs include Audi of America; American Honda Motor Co., Inc.; BMW of North America, LLC; Ford Motor Co.; International Truck and Engine Corp.; Jaguar Cars, Inc.; Mercedes-Benz USA, LLC; Mercury Marine; Porsche Cars of North America, Inc.; Volkswagen of America, Inc.; and Volvo Penta of the Americas, Inc.

      Through our campus-based undergraduate programs, we offer specialized technical education under the banner of several well-known brands, including Universal Technical Institute (UTI), Motorcycle Mechanics Institute and Marine Mechanics Institute (collectively, MMI) and NASCAR Technical Institute (NTI). Our undergraduate programs are designed to be completed in 12 to 18 months and culminate in an associate’s degree, diploma or certificate, depending on the program and campus. Tuition ranges from approximately $17,000 to $31,000 per program, primarily depending on the nature and length of the program. All of our undergraduate programs are accredited and eligible for federal Title IV financial aid. Upon completion of one of our automotive or diesel undergraduate programs, qualifying students have the opportunity to enroll in one of the manufacturer-sponsored advanced training programs that we offer. These training programs are manufacturer-specific and are offered in a facility in which the OEM supplies the cars, equipment, specialty tools and curriculum. Tuition for these advanced training programs is paid by each participating OEM in return for a commitment by the student to work for a dealer of that OEM upon graduation. We also provide continuing education and retraining to experienced technicians at our customers’ sites or in our training facilities.

Market Opportunity

      We believe that the market for qualified service technicians is large and growing. In 2000, the U.S. Department of Labor estimated that there were approximately 840,000 working automotive technicians in the United States, and that this number was expected to increase by 18% from 2000 to 2010. Other 2000 estimates provided by the U.S. Department of Labor indicate that the other industries

1

Proceeds Paid to Our Affiliates

      A portion of the proceeds from this offering will be used to redeem the outstanding shares of our series A, series B and series C preferred stock that will not be exchanged by their holders into common stock, and to pay the accrued but unpaid dividends on our preferred stock. By virtue of their holdings of the shares of preferred stock, several of our executive officers, directors and principal stockholders will receive a significant amount of this portion of the proceeds, including $3.6 million to Robert Hartman, $1.4 million to John White and $31,000 to Kimberly McWaters. In determining the amount of Series A, B and C preferred stock to be exchanged, management has made assumptions based on their best estimate of the amount to be exchanged to common stock by the executive officers, directors and other shareholders upon the effective date of this Initial Public Offering. There is not a contractual obligation for these holders of series A, B and C Preferred stock to exchange. Actual results may differ from these estimates under different assumptions or conditions.

Control by Our Affiliates

      Immediately after this offering, our executive officers, directors and principal stockholders will, in the aggregate, directly or indirectly hold approximately 72.9% of our outstanding shares. Accordingly, in the event that all or some of these stockholders decided to act in concert, they could control us through their ability to determine the outcome of the election of our directors, to amend our certificate of incorporation and bylaws and to take other actions requiring the vote or consent of stockholders, including mergers, going private transactions and other extraordinary transactions, and the terms of any of these transactions.

Regulatory Environment

      All of our campuses have been certified by the U.S. Department of Education, or ED, to participate in the federal Title IV student financial assistance programs, so that students enrolled in our undergraduate programs are eligible to receive federal student loans and grants. Like all other institutions participating in the Title IV programs, our campuses are subject to extensive regulation by ED, their accrediting commission and the states in which they operate, regarding their educational programs, financial condition and numerous other operational matters.

Competitive Strengths

      We believe that we are well positioned to capitalize on these market opportunities as a result of the following competitive strengths:

	•	Industry-Oriented Business Model. We work extensively with leading automotive, diesel, collision repair, motorcycle and marine equipment manufacturers, dealers and suppliers to determine the present and future needs of the end-markets our graduates enter and to tailor our educational programs to best serve those constituents. As a result, we believe that our graduates have the opportunity to work for the most desirable employers in their chosen fields due to the quality of their education and their commitment to careers as professional service technicians. In turn, we

2

		believe that the higher quality employment opportunities available to our graduates drive increased enrollments at our campuses and training centers.
	•	Unique Manufacturer-Based Programs. We work closely with OEMs to develop brand-specific education programs. Participating manufacturers typically assist us in developing course content and curricula, and provide us with equipment, specialty tools and parts at no charge. In addition, the manufacturer pays the full tuition of each student enrolled in our advanced training programs. Our collaboration with OEMs enables us to provide highly specialized education to our students, resulting in improved employment opportunities and the potential for higher wages for graduates. Pursuant to written agreements, we provide such programs for Audi of America; American Honda Motor Co., Inc.; BMW of North America, LLC; Ford Motor Co.; International Truck and Engine Corp.; Jaguar Cars, Inc.; Mercedes-Benz USA, LLC; Mercury Marine; Porsche Cars of North America, Inc.; Volkswagen of America, Inc.; and Volvo Penta of the Americas, Inc.
	•	Industry Relationships. In addition to our curriculum-based relationships with OEMs, we develop and maintain a variety of complementary relationships with parts and tools suppliers, enthusiast organizations and other participants in the industries we serve. These relationships provide us with a variety of strategic and financial benefits, including equipment sponsorship, new product support, licensing and branding opportunities, and selected financial sponsorship for our campuses and students. We believe that these relationships improve the quality of our educational programs, reduce our investment cost of equipping classrooms, enable us to expand the scope of our programs, strengthen our graduate placements and enhance our overall image within the industry.
	•	National Presence. Since our founding in 1965, we have grown our business and expanded our campus platform to establish a national presence. Through the UTI, MMI and NTI brands, our undergraduate campuses and advanced training centers currently provide us with local representation covering several geographic regions across the United States. Supporting our campuses, we maintain a national recruiting network of over 190 education representatives who are able to identify, advise and enroll students from all 50 states. Consequently, unlike competitors with single- or regional-campus models, we are able to effectively reach a national pool of potential students and to provide qualified professionals to our various end-markets on a broad geographic basis.
	•	Superior Recruiting Strategy. We employ an integrated marketing and recruitment strategy that we believe enables us to effectively target and recruit both traditional post-secondary students and working adults. Our field-based education representatives provide a local presence to prospective students at high schools across the country. Additionally, our campus-based education representatives respond to media-driven inquiries from adults across the United States who are interested in returning to school. We support our education representatives’ recruiting efforts with a national multimedia marketing strategy that includes television, enthusiast magazines, direct mail and the Internet.

Operating Strategy

      Our goal is to maintain and strengthen our role as a leading provider of technical education services. We intend to pursue the following strategies to attain this goal:

	•	Open New Campuses. We continue to identify new markets that we believe will complement our established campus network and support further growth. We believe that there are a number of local markets, in regions where we do not currently have a campus, with both pools of interested prospective students and career opportunities for graduates. By establishing campuses in these locations, we believe that we will be able to supply skilled technicians to local employers, as well as provide educational opportunities for students otherwise unwilling to relocate to acquire a post-secondary education. Additional locations will also provide us with an opportunity to expand our relationships with OEMs by providing a graduate population with greater geographic reach.

3

	•	Increase Recruitment and Marketing. We plan to hire additional education representatives to enhance our recruitment coverage in territories where we are currently active in recruiting students and to expand into new regions and cities. We estimate that in our 2003 fiscal year, our field-based education representatives made approximately 9,000 high school visits and approximately 360,000 student contacts. In addition, during the same period, we estimate that our campus-based education representatives addressed approximately 150,000 inquiries from prospective students. We believe that additional education representatives, combined with increased marketing spending, will increase our national presence and enable us to better target the prospective student pool from which we recruit.
	•	Expand Program Offerings. As the industries we serve become more technologically advanced, the requisite training for qualified technicians continues to increase. We continually work with our industry customers to expand and adapt our course offerings to meet their needs for skilled technicians. We also intend to increase the number of specialized or manufacturer-specific electives we offer in our undergraduate programs, such as our Hot Rod U  high performance series and our Ford-certified elective.
	•	Seek Additional Industry Relationships. We actively seek to develop new relationships with leading OEMs, dealership networks and other industry participants. Securing such relationships will enable us to further drive undergraduate enrollment growth, diversify funding sources and expand the scope and increase the number of the programs we offer. We believe that these relationships are also valuable to our industry partners since our programs provide them with a steady supply of highly trained service technicians and are a cost-effective alternative to in-house training. Therefore, we believe that these relationships will also provide us additional incremental revenue opportunities from retraining OEMs’ existing employees.
	•	Consider Strategic Acquisitions. We may selectively consider acquisition opportunities that, among other factors, would complement our program offerings, benefit from our expertise and scale in marketing and administration and could be integrated into our existing operations.

      Our principal executive offices are located at 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027 and our telephone number is (623) 445-9500.

4

The Offering

      Unless specifically indicated otherwise or unless the context otherwise requires, the information in this prospectus (i) gives effect to a 4,350-for-one stock split of our common stock which will occur immediately prior to the closing of the offering; (ii) assumes the exchange, at the initial public offering price set forth on the cover of the prospectus, of 3,673 shares of our series A preferred stock, 1,230 shares of our series B preferred stock and 1,151 shares of our series C preferred stock into an aggregate of 288,269 shares of our common stock, which exchange is expected to occur immediately prior to the consummation of the offering; (iii) assumes the redemption of all remaining 13,391 outstanding shares of our series A preferred stock, series B preferred stock and series C preferred stock, which redemption will occur concurrently with the consummation of the offering; (iv) gives effect to the automatic conversion of all outstanding shares of our series D preferred stock into 10,253,797 shares of common stock, which conversion will occur concurrently with the consummation of the offering in accordance with the provisions of our certificate of incorporation; and (v) assumes no exercise of the underwriters’ over-allotment option.

5

      The number of shares of common stock that will be outstanding after the offering is based on the number of shares of common stock outstanding as of September 30, 2003. This number does not include:

	•	759,327 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2003 pursuant to the management 2002 stock option plan;
	•	an aggregate of 4,426,374 shares of common stock reserved for future issuance under our 2003 stock incentive plan; and
	•	an aggregate of            shares of common stock reserved for future issuance under our 2003 employee stock purchase plan.

6

Summary Financial and Other Data

      The following table sets forth our summary historical consolidated financial and operating data as of the dates and for the periods indicated. The summary historical consolidated statement of operations data for each of the years in the three-year period ended September 30, 2002 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The interim summary historical consolidated statement of operations data for the nine months ended June 30, 2002 and 2003 and the summary interim historical consolidated balance sheet data as of June 30, 2003 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

      The following table also sets forth summary unaudited pro forma consolidated balance sheet data, which give effect to the transactions described in footnotes 1 and 2 of the following table. The unaudited pro forma consolidated balance sheet data are presented for information purposes only and do not purport to represent what our financial position actually would have been had the transactions so described occurred on the dates indicated or to project our financial position as of any future date.

      You should read the following summary financial and other data in conjunction with “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this prospectus.

7

(1)	The pro forma data give effect to (i) the repayment in July and August 2003 of $15.8 million of our term loans under our senior credit facilities, (ii) the retirement in August 2003, at a 10% discount, of a subordinated convertible promissory note having a principal amount of approximately $7.0 million, (iii) the repayment in August 2003 of a promissory note having a principal amount of approximately $4.0 million that was issued to a related party and the subsequent remittance to us by that party of approximately $4.0 million in satisfaction of the principal amount of, and accrued interest on, a subscription note receivable and (iv) the payment in September 2003 of a $5.0 million dividend to our common stockholders and holders of our series D preferred stock. These payments were made using available cash on hand.
(2)	The pro forma as adjusted data adjust the pro forma data to reflect (i) our sale of 3,250,000 shares of our common stock in this offering (at the initial public offering price of $21.00 per share, net of offering costs of approximately $7.7 million), (ii) the application of the net proceeds of this offering to redeem 13,391 shares of preferred stock and accrued and unpaid dividends as of June 30, 2003 of approximately $10.4 million,” (iii) the exchange at the initial public offering price set forth on the cover of this prospectus of 3,673 shares of our series A preferred stock, 1,230 shares of our series B preferred stock and 1,151 shares of our series C preferred stock, which is expected to occur prior to the consummation of the offering, and (iv) the automatic conversion of all outstanding shares of our series D preferred stock into shares of common stock, which will occur concurrently with the consummation of the offering in accordance with the provisions of our certificate of incorporation. See “Description of Capital Stock.” In determining the amount of Series A, B & C preferred stock to be exchanged, management has made assumptions based on their best estimate of the amount to be exchanged to common stock by the executive officers, directors and other shareholders upon the effective date of this Initial Public Offering. There is not a contractual obligation for these holders of series A, B & C Preferred stock to exchange. Actual results may differ from these estimates under different assumptions or conditions.
(3)	Working capital is defined as current assets less current liabilities.

8

RISK FACTORS

      Investing in our common stock involves risks. Before making an investment in our common stock, you should carefully consider the following risks, as well as the other information contained in this prospectus, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are those which we believe are the most significant risks we face. Additional risks and uncertainties not currently known to us, or risks that we currently deem immaterial, may impair our business operations. Any of the risk factors described below could significantly and adversely affect our business, prospects, financial condition and results of operations. As a result, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Industry

Failure of our schools to comply with the extensive regulatory requirements for school operations could result in financial penalties, restrictions on our operations and loss of external financial aid funding.

      In our 2002 fiscal year, we derived approximately 65% of our net revenues from federal student financial aid programs, referred to in this prospectus as Title IV Programs, administered by the U.S. Department of Education, or ED. To participate in Title IV Programs, a school must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by ED and be certified as an eligible institution by ED. As a result, our schools are subject to extensive regulation by the state education agencies, our accrediting commission and ED. These regulatory requirements cover the vast majority of our operations, including our educational programs, facilities, instructional and administrative staff, administrative procedures, marketing, recruiting, financial operations and financial condition. These regulatory requirements also affect our ability to acquire or open additional schools, add new, or expand our existing, educational programs and change our corporate structure and ownership. The state education agencies, our accrediting commission and ED periodically revise their requirements and modify their interpretations of existing requirements.

      If our schools failed to comply with any of these regulatory requirements, our regulatory agencies could impose monetary penalties, place limitations on our schools’ operations, terminate our schools’ ability to grant degrees, diplomas and certificates, revoke our schools’ accreditation or terminate their eligibility to receive Title IV Program funds, each of which could adversely affect our financial condition and results of operations and impose significant operating restrictions upon us. In addition, the loss by any of our institutions of its accreditation necessary for Title IV Program eligibility, or the cancellation of any such institution’s ability to participate in Title IV Programs, in each case that is not cured within a specified period, constitutes an event of default under our senior credit facility agreement. We cannot predict with certainty how all of these regulatory requirements will be applied or whether each of our schools will be able to comply with all of the requirements in the future. We have described some of the most significant regulatory risks that apply to our schools in the following paragraphs.

Congress may change the law or reduce funding for Title IV Programs, which could reduce our student population, net revenues or profit margin.

      Congress periodically revises the Higher Education Act of 1965, as amended, and other laws governing Title IV Programs and annually determines the funding level for each Title IV Program. During 2003-2004, Congress is expected to devote significant attention to reauthorizing the Higher Education Act, which will likely result in numerous changes to the law. Any action by Congress that significantly reduces funding for Title IV Programs or the ability of our schools or students to receive funding through these programs could reduce our student population and net revenues. Congressional action may also require us to modify our practices in ways that could result in increased administrative costs and decreased profit margin.

9

If our schools do not maintain their state authorizations, they may not operate or participate in Title IV Programs.

      A school that grants degrees, diplomas or certificates must be authorized by the relevant education agency of the state in which it is located. Requirements for authorization vary substantially among states. State authorization is also required for students to be eligible for funding under Title IV Programs. Loss of state authorization by any of our schools from the education agency of the state in which the school is located would end that school’s eligibility to participate in Title IV Programs and could cause us to close the school.

If our schools do not maintain their accreditation, they may not participate in Title IV Programs.

      A school must be accredited by an accrediting commission recognized by ED in order to participate in Title IV Programs. Loss of accreditation by any of our schools would end that school’s participation in Title IV Programs and could cause us to close the school.

We are subject to sanctions if we fail to correctly calculate and timely return Title IV Program funds for students who withdraw before completing their educational program.

      A school participating in Title IV Programs must correctly calculate the amount of unearned Title IV Program funds that has been disbursed to students who withdraw from their educational programs before completing them and must return those unearned funds in a timely manner, generally within 30 days of the date the school determines that the student has withdrawn. If the unearned funds are not properly calculated and timely returned, we may have to post a letter of credit in favor of ED or be otherwise sanctioned by ED, which could increase our cost of regulatory compliance and adversely affect our results of operations. With respect to our 2002 fiscal year, two of our institutions made late returns of Title IV Program funds in excess of ED’s prescribed threshold but were not required to post letters of credit because we had already posted a letter of credit for a greater amount as a result of our failure to satisfy ED’s financial responsibility formula.

Our schools may lose eligibility to participate in Title IV Programs if the percentage of their revenue derived from those programs is too high, which could reduce our student population.

      A for-profit institution loses its eligibility to participate in Title IV Programs if, on a cash accounting basis, it derives more than 90% of its revenue from those programs in any fiscal year. In our 2002 fiscal year, under the regulatory formula prescribed by ED, none of our institutions derived more than approximately 81% of its revenues from Title IV Programs. If any of our institutions loses eligibility to participate in Title IV Programs, that loss would adversely affect our students’ access to various government-sponsored student financial aid programs, which could reduce our student population.

Our schools may lose eligibility to participate in Title IV Programs if their student loan default rates are too high, which could reduce our student population.

      An institution may lose its eligibility to participate in some or all Title IV Programs if its former students default on the repayment of their federal student loans in excess of specified levels. Based upon the most recent official student loan default rates published by ED, none of our institutions has student loan default rates that exceed the specified levels. If any of our institutions loses eligibility to participate in Title IV Programs because of high student loan default rates, that loss would adversely affect our students’ access to various government-sponsored student financial aid programs, which could reduce our student population.

10

If we or our schools do not meet the financial responsibility standards prescribed by ED, we may be required to post letters of credit or our eligibility to participate in Title IV Programs could be terminated or limited, which could reduce our student population.

      To participate in Title IV Programs, an institution must satisfy specific measures of financial responsibility prescribed by ED or post a letter of credit in favor of ED and possibly accept other conditions on its participation in Title IV Programs. Currently, due to our failure as a parent company to satisfy ED’s financial responsibility formula, we have posted a letter of credit in the amount of $9.9 million for all of our schools, representing 10% of Title IV Program funds received by our institutions in our 2002 fiscal year. We may be required to increase the amount of the existing letter of credit or post additional letters of credit in the future. Our obligation to post one or more letters of credit could increase our costs of regulatory compliance. Our inability to obtain a required letter of credit or other limitations on our participation in Title IV Programs could limit our students’ access to various government-sponsored student financial aid programs, which could reduce our student population.

We are subject to sanctions if we pay impermissible commissions, bonuses or other incentive payments to individuals involved in certain recruiting, admissions or financial aid activities.

      A school participating in Title IV Programs may not provide any commission, bonus or other incentive payment based on success in enrolling students or securing financial aid to any person involved in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds. The law and regulations governing this requirement do not establish clear criteria for compliance in all circumstances. If we violate this law, we could be fined or otherwise sanctioned by ED.

If regulators do not approve a school acquisition, the acquired school would not be permitted to participate in Title IV Programs, which could impair our ability to operate the acquired school as planned or to realize the anticipated benefits from the acquisition of that school.

      If we acquire a school, we must obtain approval from ED and applicable state education agencies and accrediting commissions in order for the school to be able to continue operating and participating in Title IV Programs. An acquisition can result in the temporary suspension of the acquired school’s participation in Title IV Programs unless we submit a timely and materially complete application for recertification to ED and ED issues a temporary certification document. If we were unable to timely re-establish the state authorization, accreditation or ED certification of the acquired school, our ability to operate the acquired school as planned or to realize the anticipated benefits from the acquisition of that school could be impaired.

If regulators do not approve or delay their approval of transactions involving a change of control of our company or any of our schools, our ability to participate in Title IV Programs may be impaired.

      If we or any of our schools experience a change of control under the standards of applicable state education agencies, our accrediting commission or ED, we or the affected schools must seek the approval of the relevant regulatory agencies. Transactions or events that constitute a change of control include significant acquisitions or dispositions of our common stock or significant changes in the composition of our board of directors. Some of these transactions or events may be beyond our control. Our failure to obtain, or a delay in receiving, approval of any change of control from ED, our accrediting commission or any state in which our schools are located could impair our ability to participate in Title IV Programs. Our failure to obtain, or a delay in obtaining, approval of any change of control from any state in which we do not have a school but in which we recruit students could require us to suspend our recruitment of students in that state until we receive the required approval. The potential adverse effects of a change of control with respect to participation in Title IV Programs could influence future decisions by us and our stockholders regarding the sale, purchase, transfer, issuance or redemption of our stock. In addition, the adverse regulatory effect of a change of control also could discourage bids for your shares of our common stock and could have an adverse effect on the market price of your shares.

11

      We have received confirmation from ED that this offering will not be a change of control under its regulations so long as no person gains or loses control of a 25% ownership interest in Universal Technical Institute, Inc., in connection with the offering. We have also received confirmation from our accrediting commission that this offering will not be a change of control under its standards. For some of the states in which our schools operate (including Illinois and Texas), the offering will be considered a change of control. In each of those states, the affected school is required to obtain the reaffirmation of the school’s state authorization by the relevant state education agencies. If any of our schools fails to obtain such reaffirmation, our results of operations could be adversely affected.

Budget constraints in states that provide state financial aid to our students could reduce the amount of such financial aid that is available to our students, which could reduce our student population.

      A significant number of states are facing budget constraints that are causing them to reduce state appropriations in a number of areas. Those states include California, which is one of the states that provide financial aid to our students. We expect that California and other states may decide to reduce the amount of state financial aid that they provide to students, but we cannot predict how significant any of these reductions will be or how long they will last. If the level of state funding for our students decreases and our students are not able to secure alternative sources of funding, our student population could be reduced.

Regulatory agencies or third parties may conduct compliance reviews, bring claims or initiate litigation against us.

      Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of non-compliance and lawsuits by government agencies and third parties. If the results of these reviews or proceedings are unfavorable to us, or if we are unable to defend successfully against third-party lawsuits or claims, we may be required to pay money damages or be subject to fines, limitations, loss of federal funding, injunctions or other penalties. Even if we adequately address issues raised by an agency review or successfully defend a third-party lawsuit or claim, we may have to divert significant financial and management resources from our ongoing business operations to address issues raised by those reviews or defend those lawsuits or claims.

A high percentage of the Title IV student loans our students receive are made by one lender and guaranteed by one guaranty agency.

      In our 2002 fiscal year, one lender, Sallie Mae, provided more than 95% of all the federally guaranteed Title IV student loans that our students received, and one student loan guaranty agency, EdFund, guaranteed more than 95% of those loans made to our students. Sallie Mae is one of the largest lenders of federally guaranteed Title IV student loans in the United States in terms of dollar volume, and EdFund is one of the largest guaranty agencies in the United States. If loans by Sallie Mae or guarantees by EdFund were significantly reduced or no longer available and we were not able to timely identify other lenders and guarantors to make or guarantee Title IV Program loans for our students, there could be a delay in our students’ receipt of their loan funds or in our tuition collection, which would reduce our student population.

Budget constraints in Illinois or other states may affect our ability to obtain necessary authorizations or approvals from those states to conduct or change our operations.

      In August 2003, due to state budget constraints, the State of Illinois eliminated the positions of all employees in the office of the Illinois state education agency that authorizes and oversees private business and technical schools, including our school in Illinois, and that office has ceased to function. Our school in Illinois is currently authorized by the State of Illinois to operate through June 2004. It is not clear how the elimination of the state employee positions in Illinois will affect the ongoing operations of our school in Illinois, including the implementation of any changes in operations for which the school is required to obtain approval of the Illinois state education agency, such as the change of control resulting from this offering, the opening of a new campus, the introduction of new programs or the hiring or placement of new

12

Risks Related to Our Business

If we fail to effectively manage our growth, we may incur higher costs and expenses than we anticipate in connection with our growth.

      We have experienced a period of significant growth since 1998. Our continued growth may strain our management, operations, employees or other resources. We may not be able to maintain or accelerate our current growth rate, effectively manage our expanding operations or achieve planned growth on a timely or profitable basis. If we are unable to manage our growth effectively while maintaining appropriate internal controls, we may experience operating inefficiencies that likely will increase our costs more than we had planned.

Failure on our part to maintain and expand existing industry relationships and develop new industry relationships with our industry customers could impair our ability to attract and retain students.

      We have an extensive set of industry relationships that we believe affords us a significant competitive strength and supports our market leadership. These types of relationships enable us to further drive undergraduate enrollment by attracting students through brand name recognition and the associated prospect of high-quality employment opportunities. Additionally, these relationships allow us to diversify funding sources, expand the scope and increase the number of programs we offer and reduce our costs and capital expenditures due to the fact that, pursuant to the terms of the underlying contracts, we provide a variety of specialized training programs and typically do so using tools, equipment and vehicles provided by the OEMs. These relationships also provide additional incremental revenue opportunities from retraining the employees of our industry customers. Our success, therefore, depends in part on our ability to maintain and expand our existing industry relationships and to enter into new industry relationships. Certain of our existing industry relationships, including those with American Suzuki Motor Corp., Harley-Davidson Motor Co., Kawasaki Motors Corp., U.S.A. and Yamaha Motor Corp., USA, are not memorialized in writing and are based on oral understandings. As a result, the rights of the parties under these arrangements are less clearly defined than they would be were they in writing. Additionally, certain of our existing industry relationship agreements expire within the next six months. Written agreements with Audi of America, BMW of North America, LLC and Volkswagen of America, Inc. expire on December 31, 2003; our written agreement with Jaguar Cars, Inc. expires on February 29, 2004 and our written marine training agreement with American Honda Motor Co., Inc. expires in March 2004. We are currently negotiating to renew these agreements and intend to renew them to the extent we can do so on satisfactory terms. The reduction or elimination of, or failure to renew any of our existing industry relationships, or our failure to enter into new industry relationships, could impair our ability to attract and retain students. As a result, our market share and net revenues could decrease.

Failure on our part to effectively identify, establish and operate additional schools or campuses could reduce our ability to implement our growth strategy.

      As part of our business strategy, we anticipate opening and operating new schools or campuses. Establishing new schools or campuses poses unique challenges and requires us to make investments in management and capital expenditures, incur marketing expenses and devote other resources that are different, and in some cases greater, than those required with respect to the operation of acquired schools. To open a new school or campus, we would be required to obtain appropriate state and accrediting commission approvals, which may be conditioned or delayed in a manner that could significantly affect our growth plans. In addition, to be eligible for federal Title IV student financial aid programs, a new school or campus would have to be certified by ED. We cannot be sure that we will be able to identify suitable

13

Our success depends in part on our ability to update and expand the content of existing programs and develop new programs in a cost-effective manner and on a timely basis.

      Increasingly, prospective employers of our graduates demand that their entry-level employees possess appropriate technological skills. These skills are becoming more sophisticated in line with technological advancements in the automotive, diesel, collision repair, motorcycle and marine industries. Accordingly, educational programs at our schools should keep pace with those technological advancements. The expansion of our existing programs and the development of new programs may not be accepted by our students, prospective employers or the technical education market. Even if we are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as the industries we serve require or as quickly as our competitors do. If we are unable to adequately respond to changes in market requirements due to financial constraints, unusually rapid technological changes or other factors, our ability to attract and retain students could be impaired and our placement rates could suffer.

We may not be able to retain our key personnel or hire and retain the personnel we need to sustain and grow our business.

      Our success to date has depended, and will continue to depend, largely on the skills, efforts and motivation of our executive officers who generally have significant experience with our company and within the technical education industry. Our success also depends in large part upon our ability to attract and retain highly qualified faculty, school directors, administrators and corporate management. Due to the nature of our business, we face significant competition in the attraction and retention of personnel who possess the skill sets that we seek. In addition, key personnel may leave us and subsequently compete against us. Furthermore, we do not currently carry “key man” life insurance. The loss of the services of any of our key personnel, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could impair our ability to successfully manage our business.

If we are unable to hire, retain and continue to develop and train our education representatives, the effectiveness of our student recruiting efforts would be adversely affected.

      In order to support revenue growth, we need to hire new education representatives, retain and continue to develop and train our education representatives, who are our employees dedicated to student recruitment. Our ability to develop a strong education representative team may be affected by a number of factors, including our ability to integrate and motivate our education representatives; our ability to effectively train our education representatives; the length of time it takes new education representatives to become productive; restrictions on the method of compensating education representatives imposed by regulatory bodies; the competition we face from other companies in hiring and retaining education representatives; and our ability to effectively manage a multi-location educational organization. If we are unable to hire, develop or retain our education representatives, the effectiveness of our student recruiting efforts would be adversely affected.

Competition could decrease our market share and put downward pressure on our tuition rates.

      The post-secondary education market is highly competitive. Some traditional public and private colleges and universities, as well as other private career-oriented schools, offer programs that may be perceived by students to be similar to ours. Most public institutions are able to charge lower tuition than our schools are, due in part to government subsidies and other financial sources not available to for-profit schools. Some of our competitors in both the public and private sectors, such as Corinthian Colleges, Inc., also have substantially greater financial and other resources than we have which may, among other things, allow them to secure industry relationships with some or all of our existing strategic partners or develop

14

      We may be required to reduce tuition or increase spending in response to competition in order to retain or attract students or pursue new market opportunities. As a result, our market share, net revenues and operating margin may be decreased. We cannot be sure that we will be able to compete successfully against current or future competitors or that competitive pressures faced by us will not adversely affect our business, financial condition or results of operations.

Our financial performance depends in part on our ability to continue to develop awareness and acceptance of our programs among high school graduates and working adults looking to return to school.

      The awareness of our programs among high school graduates and working adults looking to return to school is critical to the continued acceptance and growth of our programs. Our inability to continue to develop awareness of our programs could reduce our enrollments and impair our ability to increase net revenues or maintain profitability. The following are some of the factors that could prevent us from successfully marketing our programs:

	•	student dissatisfaction with our programs and services;
	•	diminished access to high school student population;
	•	our failure to maintain or expand our brand or other factors related to our marketing or advertising practices; and
	•	our inability to maintain relationships with automotive, diesel, collision repair, motorcycle and marine manufacturers and suppliers.

An increase in interest rates could adversely affect our ability to attract and retain students.

      Interest rates have reached historical lows in recent years, creating a favorable borrowing environment for our students. Much of the financing our students receive is tied to floating interest rates. Therefore, any future increase in interest rates will result in a corresponding increase in the cost to our existing and prospective students of financing their studies, which could result in a reduction in our student population and net revenues. Higher interest rates could also contribute to higher default rates with respect to our students’ repayment of their education loans. Higher default rates may in turn adversely impact our eligibility for Title IV Program participation, which could result in a reduction in our student population.

Seasonal and other fluctuations in our results of operations could adversely affect the trading price of our common stock.

      In reviewing our results of operations, you should not focus on quarter-to-quarter comparisons. Our results in any quarter may not indicate the results we may achieve in any subsequent quarter or for the full year. Our net revenues normally fluctuate as a result of seasonal variations in our business, principally due to changes in total student population. Student population varies as a result of new student enrollments, graduations and student attrition. Historically, our schools have had lower student populations in our third fiscal quarter than in the remainder of our fiscal year because fewer students are enrolled during the summer months. Our expenses, however, do not generally vary at the same rate as changes in our student population and net revenues and, as a result, such expenses do not fluctuate significantly on a quarterly basis. We expect quarterly fluctuations in results of operations to continue as a result of seasonal enrollment patterns. Such patterns may change, however, as a result of acquisitions, new school openings, new program introductions and increased enrollments of adult students. In addition, our net revenues for our first fiscal quarter are adversely affected by the fact that we do not recognize revenue during the calendar year-end holiday break, which falls primarily in that quarter. These fluctuations may result in volatility or have an adverse effect on the market price of our common stock.

15

We may be unable to successfully complete or integrate future acquisitions.

      Although we are not presently considering any significant acquisitions, we may consider selective acquisitions in the future. We may not be able to complete any acquisitions on favorable terms or, even if we do, we may not be able to successfully integrate the acquired businesses into our business. Integration challenges include, among others, regulatory approvals, significant capital expenditures, assumption of known and unknown liabilities and our ability to control costs. The successful integration of future acquisitions may also require substantial attention from our senior management and the senior management of the acquired schools, which could decrease the time that they devote to the day-to-day management of our business. If we do not successfully address risks and challenges associated with acquisitions, including integration, future acquisitions could harm, rather than enhance, our operating performance.

      In addition, if we consummate an acquisition, our capitalization and results of operations may change significantly. A future acquisition could result in the incurrence of debt and contingent liabilities, an increase in interest expense, amortization expenses, goodwill and other intangible assets, charges relating to integration costs or an increase in the number of shares outstanding. These results could have a material adverse effect on our results of operations or financial condition or result in dilution to current stockholders.

We have recorded a significant amount of goodwill, which may become impaired and subject to a write-down.

      Our acquisition of the parent company of MMI in January 1998 resulted in the recording of goodwill. Goodwill, which relates to the excess of cost over the fair value of the net assets of the business acquired, was approximately $20.6 million at June 30, 2003, representing approximately 21.6% of our total assets.

      Goodwill is recorded at fair value on the date of the acquisition and, under SFAS No. 142, “Goodwill and Other Intangible Assets,” is reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of the acquired business, and a variety of other circumstances. The amount of any impairment must be recognized as an expense in the period in which we determine that such impairment has occurred. Any future determination requiring the write-off of a significant portion of goodwill would have an adverse effect on our results of operations during the financial reporting period in which the write-off occurs.

We cannot predict our future capital needs, and we may not be able to secure additional financing.

      We may need to raise additional capital in the future to fund our operations, expand our markets and program offerings or respond to competitive pressures or perceived opportunities. We cannot be sure that additional financing will be available to us on favorable terms, or at all. If adequate funds are not available when required or on acceptable terms, we may be forced to cease our operations and, even if we are able to continue our operations, our ability to increase student enrollments will be adversely affected.

Following the consummation of the offering, we do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

      Following the consummation of this offering, we do not anticipate declaring or paying any dividends on our common stock in the foreseeable future. We currently anticipate that we will retain all of our future earnings, if any, to fund the operation and expansion of our business and to use as working capital and for other general corporate purposes. Our board of directors will determine whether to pay dividends in the future based on conditions then existing, including our earnings, financial condition and capital requirements, the availability of third-party financing and the financial responsibility standards prescribed by ED, as well as any economic and other conditions that our board of directors may deem relevant.

16

Terrorist attacks and the possibility of wider armed conflicts may adversely affect the U.S. economy and may disrupt our provision of educational services.

      Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001 and the war between the U.S.-led coalition forces and Iraq, could disrupt our operations. Attacks or armed conflicts that directly impact our physical facilities or ability to recruit and retain students could significantly affect our ability to provide educational services to our students and thereby impair our ability to achieve our expected results. Furthermore, violent acts and threats of future attacks could adversely affect the U.S. and world economies. Finally, future terrorist acts could cause the United States to enter into a wider armed conflict that could further impact our operations and result in prospective students, as well as our current students and personnel, entering the armed services. These factors could cause significant declines in our student population.

Risks Related to the Offering

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

      Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock could fluctuate significantly for various reasons which include:

	•	our quarterly or annual earnings or those of other companies in our industry;
	•	the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;
	•	changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of other companies in our industry;
	•	new laws or regulations or new interpretations of laws or regulations applicable to our business;
	•	changes in accounting standards, policies, guidance, interpretations or principles;
	•	changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; and
	•	sales of common stock by our directors and executive officers.

      In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of these companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.

If our share price is volatile, we may be the target of securities litigation, which is costly and time-consuming to defend.

      In the past, following periods of market volatility in the price of a company’s securities, security holders have often instituted class action litigation. If the market value of our common stock experiences adverse fluctuations and we become involved in this type of litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could be diverted from the operation of our business, causing our business to suffer.

17

There is no existing market for our common stock and we do not know if one will develop to provide you with adequate liquidity.

      There has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the shares will be determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

Future sales of our common stock in the public market could lower our stock price.

      We may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock to finance future acquisitions. After the completion of this offering, we will have 27,664,840 outstanding shares of common stock. This number includes 7,500,000 shares that we are selling in this offering, which may be resold immediately in the public market. The remaining 20,164,840 shares, or 72.9% of our total outstanding shares, are restricted from immediate resale under the federal securities laws and the lock-up agreements between our current stockholders and the underwriters described in “Underwriting,” but may be sold into the market in the near future. These shares will become available for sale at various times following the expiration of the lock-up agreements which, without the prior consent of Credit Suisse First Boston LLC, is 180 days after the date of this prospectus, subject to volume limitations and manner-of-sale requirements under Rule 144 of the Securities Act of 1933.

      After this offering, several of our existing stockholders, owning 18,357,066 shares of our common stock, are expected to be parties to a registration rights agreement with us. Under that agreement, certain of those stockholders, owning 18,357,066 shares of our common stock, will have the right, after the expiration of the lock-up period, to require us to effect the registration of their shares. In addition, if we propose to register, or are required to register following the exercise of a “demand” registration right as described in the previous sentence, any of our shares of common stock under the Securities Act, all the stockholders who are parties to the registration rights agreement will be entitled to include their shares of common stock in that registration. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

Anti-takeover provisions in our certificate of incorporation, our bylaws and Delaware law could discourage a change of control that our stockholders may favor, which could negatively affect our stock price.

      Provisions in our certificate of incorporation and our bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our stockholders. These provisions could discourage potential takeover attempts and could adversely affect the market price of our common stock. Our amended and restated certificate of incorporation and amended and restated bylaws, which will be in effect at the time this offering is consummated, will:

	•	authorize the issuance of blank check preferred stock that could be issued by our board of directors to thwart a takeover attempt;
	•	classify the board of directors into staggered, three-year terms, which may lengthen the time required to gain control of our board of directors;

18

	•	discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of two years after the person becomes an interested stockholder, unless such a transaction has met certain “fair market value” requirements;
	•	prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;
	•	require super-majority voting to effect amendments to certain provisions of our certificate of incorporation or bylaws, including those provisions concerning the composition of the board of directors and certain business combinations;
	•	limit who may call special meetings of both the board of directors and stockholders;
	•	prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders;
	•	establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholders’ meetings; and
	•	require that vacancies on the board of directors, including newly-created directorships, be filled only by a majority vote of directors then in office.

Our executive officers, directors and principal stockholders will continue to own a large percentage of our voting stock after this offering, which may allow them to control substantially all matters requiring stockholder approval.

      Immediately after this offering, our executive officers, directors and principal stockholders will, in the aggregate, directly or indirectly hold approximately 72.9% of our outstanding shares. Accordingly, in the event that all or some of these stockholders decided to act in concert, they could control us through their ability to determine the outcome of the election of our directors, to amend our certificate of incorporation and bylaws and to take other actions requiring the vote or consent of stockholders, including mergers, going private transactions and other extraordinary transactions, and the terms of any of these transactions. The ownership positions of these stockholders may have the effect of delaying, deterring or preventing a change in control or a change in the composition of our board of directors.

We will have broad discretion in applying a portion of the net proceeds of the offering and may not use those proceeds in ways that will enhance our market value.

      We have significant flexibility in applying the portion of the net proceeds we receive in the offering that will remain after the repayment of all outstanding indebtedness under our senior credit facilities, the redemption of all of our series A preferred stock, series B preferred stock and series C preferred stock that will not be exchanged for shares of our common stock and the payment in cash of all declared but unpaid dividends thereon and on our series D convertible preferred stock. As part of your investment decision, you will not be able to assess or direct how we apply that portion of the net proceeds. If we do not apply these funds effectively, we may lose significant business opportunities. Furthermore, our stock price could decline if the market does not view our use of the proceeds from the offering favorably.

You will suffer immediate and substantial dilution.

      The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after the offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. At the offering price of $21.00, you will incur immediate and substantial dilution in the amount of $21.04 per share. We also have outstanding stock options to purchase shares of our common stock at a weighted average exercise price of $4.97 per share. To the extent these options are exercised, there will be further dilution.

19

FORWARD-LOOKING STATEMENTS

      This prospectus contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

      Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	•	our failure to comply with the extensive regulatory framework applicable to our industry;
	•	failure on our part to maintain and expand existing industry relationships and develop new industry relationships;
	•	our success in updating and expanding the content of existing programs and developing new programs in a cost-effective manner or on a timely basis;
	•	risks associated with the opening of new campuses;
	•	industry competition;
	•	our ability to continue to execute our growth strategies;
	•	general and economic conditions; and
	•	other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Regulatory Environment.”

      Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

20

USE OF PROCEEDS

      The net proceeds from the sale of the 3,250,000 shares of common stock offered by us will be approximately $68.3 million, based on an estimated initial public offering price of $21.00 per share (the mid-point of the range set forth on the cover page of this prospectus) and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of the shares to be sold by the selling stockholders.

      The primary purposes of the offering are to create a public market for our common stock, obtain additional equity capital and facilitate future access to public markets. We expect to use the net proceeds from the offering:

	•	to repay all outstanding indebtedness under our term A and term B loan facilities, which was approximately $31.6 million as of September 30, 2003;
	•	to redeem, for approximately $13.4 million, the portion of our outstanding series A preferred stock, series B preferred stock and series C preferred stock that will not be exchanged by their holders into shares of our common stock immediately prior to the consummation of this offering; and
	•	to pay all accrued but unpaid dividends on our series A preferred stock, series B preferred stock, series C preferred stock and series D preferred stock, which were approximately $11.6 million as of September 30, 2003.

      We plan to use the remainder of the net proceeds of the offering for working capital and general corporate purposes, which may include expanding our marketing and recruiting efforts, opening new campuses, developing new courses and programs and potential acquisitions. We have no current plans, agreements or commitments for, and are not currently engaged in any negotiations with respect to, any such transaction. Management will have broad discretion in the allocation of the net proceeds remaining after the allocation of net proceeds for the uses specified in the prior paragraph.

      Our senior credit facilities consist of a revolving credit facility, a term A loan facility and a term B loan facility. The term A loan facility and the revolving loan facility mature on March 31, 2007, and the term B loan facility matures on March 31, 2009. Each facility under our senior credit facilities bears interest at a variable rate based upon LIBOR or prime rate, at our option. At June 30, 2003, the weighted average interest rate on our borrowings under the senior credit facilities was 4.4%. Following the application of the proceeds from this offering, we expect that our senior credit facilities will consist of only a revolving credit facility. Because our working capital fluctuates based on our seasonal needs, the borrowings under our revolving credit facility may vary.

      Depending on future events, we may determine at a later time to use the net proceeds for different purposes. Pending their use, the proceeds of the offering will be invested in short-term, investment grade, interest-bearing securities.

DIVIDEND POLICY

      Following consummation of this offering, we do not anticipate declaring or paying any dividends on our common stock in the foreseeable future. Instead, we currently anticipate that we will retain all of our future earnings, if any, to fund the operation and expansion of our business and to use as working capital and for other general corporate purposes. Our board of directors will determine whether to pay dividends in the future based on conditions then existing, including our earnings, financial condition and capital requirements, the availability of third-party financing and the financial responsibility standards prescribed by ED, as well as any economic and other conditions that our board of directors may deem relevant. In addition, our ability to declare and pay any dividends is currently restricted under the credit agreement for our senior credit facilities.

21

CAPITALIZATION

      The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2003:

	•	on an actual basis;
	•	on a pro forma basis, giving effect to (i) the repayment in July and August 2003, with available cash on hand, of $15.8 million of our term loans under our senior credit facilities, (ii) the retirement in August 2003 at a 10% discount of a subordinated convertible promissory note having a principal amount of approximately $7.0 million using available cash on hand of $6.3 million, (iii) the repayment in August 2003 of a promissory note having a principal amount of approximately $4.0 million that was issued to a related party and the subsequent remittance to us by that party of approximately $4.0 million in satisfaction of the principal amount of, and accrued interest on, a subscription note receivable and (iv) the payment in September 2003, with available cash on hand, of a $5.0 million dividend to our common stockholders and holders of our series D preferred stock;
	•	on a pro forma as adjusted basis, giving effect to (i) our sale of 3,250,000 shares of our common stock in this offering (at the initial public offering price of $21.00 per share); (ii) the application of the proceeds from that sale as discussed under “Use of Proceeds;” (iii) the exchange of 3,673 shares of our series A preferred stock, 1,230 shares of our series B preferred stock and 1,151 shares of our series C preferred stock for an aggregate of 228,269 shares of our common stock, which is expected to occur immediately prior to the consummation of the offering; and (iv) the automatic conversion of all outstanding shares of our series D preferred stock into 10,253,797 shares of our common stock, which is expected to occur concurrently with the consummation of the offering in accordance with the provisions of our certificate of incorporation. In determining the amount of Series A, B & C preferred stock to be exchanged, management has made assumptions based on their best estimate of the amount to be exchanged to common stock by the executive officers, directors and other shareholders upon the effective date of this Initial Public Offering. There is not a contractual obligation for these holders of series A, B & C Preferred stock to exchange. Actual results may differ from these estimates under different assumptions or conditions.

      You should read this table together with the “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our consolidated financial statements included elsewhere in this prospectus.

22

      For further information regarding our stock and stock option plans, including the provisions for the automatic increase in reserved shares, see “Management.”

23

DILUTION

      If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after the offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the book value per share attributable to the existing stockholders for the presently outstanding stock. Our net tangible book value at June 30, 2003 was $(103.7) million, or $(4.30) per share of common stock. Our pro forma net tangible book value at June 30, 2003 was $(108.0) million, or $(4.42)per share of common stock. Pro forma net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of shares of common stock outstanding after giving effect to:

	•	a 4,350-for-one split of our common stock;
	•	the automatic conversion of all outstanding shares of our series D convertible preferred stock into shares of common stock; and
	•	the exchange of 3,673 shares of our series A preferred stock, 1,230 shares of our series B preferred stock and 1,151 shares of our series C preferred stock into shares of common stock, and the redemption of the remaining 13,391 shares of such preferred stock at the aggregate redemption price of $13.4 million;

      After giving effect to our sale of 7,500,000 shares of common stock in the offering at the initial public offering price of $21.00 per share (the mid-point of the range set forth on the cover of this prospectus) and after deducting the underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of June 30, 2003 would have been $(0.3) million, or $(0.01) per share. This represents an immediate increase in pro forma net tangible book value of $4.41 per share to existing stockholders and an immediate dilution of $21.01 per share to investors purchasing common stock in the offering. The following table illustrates this per share dilution:

      The following table summarizes, on a pro forma basis as of June 30, 2003, the differences between existing stockholders and the new investors with respect to the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid before deducting the underwriting discounts and commissions and our estimated offering expenses.

      The discussion and tables above assume no exercise of stock options outstanding as of June 30, 2003. As of the consummation of this offering, we expect to have options outstanding to purchase a total of 720,177 shares of common stock, with a weighted average exercise price of $4.85 per share. To the extent that any of these options are exercised, there will be further dilution to new investors. See “Description of

24

      If the underwriters’ over-allotment option is exercised in full:

	•	the percentage of our shares of common stock held by our existing holders of capital stock will decrease to approximately 70% of the total number of common shares outstanding after this offering; and
	•	the number of shares of common stock held by investors purchasing common stock in this offering will increase to 1,125,000 shares, or approximately 30% of the total number of shares of common stock outstanding after this offering.

25

SELECTED HISTORICAL FINANCIAL DATA

      The following table sets forth our selected historical consolidated financial and operating data as of the dates and for the periods indicated. You should read these data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated statement of operations data for each of the years in the three-year period ended September 30, 2002, and the historical consolidated balance sheet data as of September 30, 2001 and 2002 have been derived from our audited consolidated financial statements which are included elsewhere in this prospectus. The selected historical consolidated statements of operations data for the fiscal years ended September 30, 1998 and 1999 and historical consolidated balance sheet data as of September 30, 1998, 1999 and 2000 have been derived from our audited consolidated financial statements not included in this prospectus. The selected interim historical consolidated statement of operations data for the nine months ended June 30, 2002 and 2003 and the selected interim historical consolidated balance sheet data as of June 30, 2003 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The selected interim historical consolidated balance sheet data as of June 30, 2002 have been derived from our unaudited interim consolidated financial statements not included in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

26