UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): January 1213, 2015

~~Corinthian~~CORINTHIAN ~~Colleges~~COLLEGES, ~~Inc~~INC. ~~__________________________________________(Exact name of registrant as specified in its charter)~~

Delaware	0-25283	33-0717312
_____________________(State or other jurisdiction	_____________(Commission	______________(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6 Hutton Centre Drive, Suite 400, Santa Ana, California		92707
_________________________________(Address of principal executive offices)		___________(Zip Code)

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (714) 427-3000

Delaware		0-25283		33-0717312
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Not Applicable ______________________________________________Former name or former address, if changed since last report

6 Hutton Centre Drive, Suite 400, Santa Ana, California	92707
(Address of Principal Executive Offices)	(Zip Code)

(714) 427-3000
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~ ☐ 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))

~~Item~~☐ ~~7.01. Regulation~~Soliciting FDmaterial ~~Disclosure~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

As☐ ~~previously disclosed in a Current Report on Form 8~~Pre-Kcommencement ~~filed~~communications ~~with~~pursuant ~~the~~to ~~U.S. Securities and Exchange Commission~~ Rule 14d-2(~~the “Commission”~~b) onunder ~~November 20, 2014, Corinthian Colleges, Inc. (~~the ~~“Company”)~~Exchange ~~and~~Act ~~various of the Company’s direct and indirect subsidiaries entered into an Asset Purchase Agreement~~ (~~the~~17 ~~“Purchase~~CFR ~~Agreement”), dated November 19, 2014, with Zenith Education Group, Inc~~240.~~, a nonprofit Delaware corporation~~ 14d-2(~~“Purchaser”~~b)~~, whose sole member is ECMC Group, Inc., a nonprofit Delaware corporation (“ECMC”~~), and ECMC, as a guarantor of Purchaser’s obligations under the Purchase Agreement. On January 5, 2015, Purchaser and the Company executed an amendment to the Purchase Agreement in order to extend the Outside Date (as defined in the Purchase Agreement) to February 5, 2015.

~~The~~☐ ~~parties~~Pre-commencement ~~currently~~communications ~~expect~~pursuant to ~~conduct~~Rule 13e-4(c) anunder ~~initial closing on February 2, 2015, which closing will include a substantial majority of~~ the ~~schools~~Exchange ~~covered~~Act by(17 ~~the~~CFR ~~Purchase Agreement, subject to the satisfaction of conditions to closing~~240. ~~The parties anticipate conducting a second closing after the remaining pre~~13e-~~closing~~4(c)) ~~educational consents have been obtained for the remaining schools.~~

~~Although~~Item ~~the~~3.01. ~~Company~~Notice ~~and the Purchaser have made substantial progress towards the satisfaction~~ of ~~conditions~~Delisting toor ~~closing,~~Failure ~~and expect~~ to ~~satisfy~~Satisfy the remainder soon, not all of such conditions were satisfied in time to conduct an initial closing on January 12, 2015 as the parties had previously anticipated. Since the Purchase Agreement provides that if a ~~closing~~Continued isListing toRule ~~occur on~~ or ~~after~~Standard; ~~the~~Transfer ~~fifteenth day~~ of ~~the month, the closing would instead take place on the first business day of the immediately following month, the parties determined to pursue a February 2, 2015 initial closing~~Listing.

~~Safe~~On ~~Harbor~~January 13, 2015, Corinthian Colleges, Inc. (the “Company”) received notice from the Listing Qualifications Department of The NASDAQ Stock Market (“Nasdaq”) that its application to transfer its common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market had been approved. The Company’s common stock listing will transfer to the Nasdaq Capital Market at the opening of trading on January 15, 2015. Following the move to the Nasdaq Capital Market, the Company’s common stock will continue to trade under the symbol “COCO.”

~~Certain~~As ~~statements~~the inCompany ~~this~~previously ~~Current~~announced, ~~Report~~ on ~~Form~~July ~~8-K~~2, ~~may~~2014, ~~be deemed to be forward-looking statements under~~ the ~~Private~~Company ~~Securities~~received ~~Litigation~~notice ~~Reform~~from ~~Act~~Nasdaq ~~of 1995. The Company intends~~ that ~~all~~it ~~such~~did ~~statements~~not bemeet ~~subject to~~ the ~~“safe-harbor”~~minimum ~~provisions of that Act~~$1.00 ~~Such~~per ~~statements~~share ~~include,~~requirement ~~but~~for ~~are~~continued ~~not~~listing ~~limited~~on ~~to,~~the ~~those~~Nasdaq ~~regarding~~Global ~~the~~Market ~~closing~~under ofNasdaq ~~the~~Listing ~~transactions~~Rule ~~contemplated~~5450(a)(1). byThe ~~the~~January ~~Purchase~~13 ~~Agreement.~~notice ~~Many~~from ~~factors~~Nasdaq ~~may~~provides ~~cause~~that the Company’s ~~actual~~is ~~results~~eligible tofor ~~differ~~an ~~materially~~additional ~~from~~180 ~~those~~calendar ~~discussed~~day ~~in any such forward-looking statements or elsewhere~~period, ~~including: delays in~~ or ~~failure~~until toJune ~~satisfy~~29, ~~required closing conditions in the Purchase Agreement~~2015, ~~including the receipt of required regulatory approvals; failure~~ to ~~consummate~~regain orcompliance ~~delay~~with ~~in consummating~~ the ~~transactions~~minimum ~~contemplated~~$1.00 byper ~~the~~share ~~Purchase~~requirement ~~Agreement~~ for ~~other~~continued ~~reasons,~~listing ~~including~~on the ~~failure~~Nasdaq byCapital ~~the~~Market. ~~Company~~The to180 ~~obtain~~day ~~and~~period ~~maintain~~relates ~~the~~exclusively ~~necessary liquidity~~ to ~~operate its business until~~ the ~~closing of the transactions contemplated by the Purchase Agreement; the potential for further action by the U.S. Department of Education (“ED”) to limit the~~ Company’s ~~ability~~bid toprice ~~receive~~deficiency. ~~regular~~The ~~disbursements under Title IV to fund its operations; the~~ Company’s ~~possible~~may ~~inability~~be todelisted ~~comply~~during ~~with~~ the ~~terms~~180 ofday ~~its~~period ~~Operating~~for ~~Agreement~~failure ~~with~~to ~~ED;~~maintain ~~the Company’s effectiveness in its regulatory and accreditation~~ compliance ~~efforts;~~with ~~the~~any outcome of ongoing reviews and inquiries by accrediting, state and federal agencies, including ED, various attorneys general, and the Consumer Financial Protection Bureau; the outcome of pending litigation against the Company, including the civil complaints filed by the Consumer Financial Protection Bureau and by certain state attorneys general; the uncertainty of counterparty decisions in the waiver of events of default in the Company’s credit agreement; and the other ~~risks~~listing ~~and~~requirements ~~uncertainties~~for ~~described~~which init ~~the~~is ~~Company’s~~currently ~~filings~~on ~~with~~notice ~~the Commission. The Company undertakes no obligation to publicly update~~ or ~~revise~~which ~~any~~occurs ~~forward-looking~~during ~~statements,~~this ~~whether as a result of new information, future events or otherwise~~period.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORINTHIAN COLLEGES, INC.
Date: January 12, 2015	By:	/s/ Stan A. Mortensen
Date: January 15, 2015	By:	/s/ Stan A. Mortensen
		Stan A. Mortensen
		Executive Vice President and
		General Counsel

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