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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 8, 2006
Date of Report (Date of earliest event reported)
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-31923 86-0226984
(Commission File Number) (IRS Employer Identification No.)
20410 North 19th Avenue, Suite, 200, Phoenix, Arizona, 85027
(Address of Principal Executive Office) (Zip Code)
623-445-9500
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 8, 2006, Universal Technical Institute, Inc. ("the Company")
issued a press release reporting 17% net revenue growth and 12% operating income
improvement for the first quarter of fiscal 2006, excluding equity based
compensation expense. A copy of this press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by this reference.
The Company adopted Statement of Financial Accounting Standards No. 123(R)
effective October 1, 2005. SFAS No. 123(R) requires the Company to recognize
equity based compensation expense for all stock option and other equity-based
awards. Prior to its adoption of SFAS No. 123(R), the Company accounted for
stock-based awards to employees in accordance with Accounting Principles Board
Opinion No. 25.
As a result of the Company's adoption of SFAS No. 123(R), the Company's
press release includes certain financial measures that may be deemed "non-GAAP
financial measures" under rules of the Securities and Exchange Commission. These
non-GAAP financial measures are provided to enhance the reader's overall
understanding and provide greater comparability of the Company's interim and
annual financial performance for fiscal 2006. This information should be
considered in conjunction with the Company's financial results prepared in
accordance with GAAP.
In accordance with General Instruction B.2 to Form 8-K, the information in
this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT # DESCRIPTION
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99.1 Press Release of Universal Technical Institute, Inc., dated
February 8, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIVERSAL TECHNICAL INSTITUTE, INC.
Date: February 8, 2006 By: /s/ Jennifer L. Haslip
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Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT # DESCRIPTION
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99.1 Press Release of Universal Technical Institute, Inc., dated
February 8, 2006.