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As filed with the Securities and Exchange Commission on April 13, 2004

Registration No. 333-55903



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  36-2061311
(I.R.S. Employer
Identification Number)

13000 North Meridian Street
Carmel, Indiana

(Address of Principal Executive Offices)

 

46032-1404
(Zip Code)

ESI 401(k) PLAN
(Full title of the plan)

Clark D. Elwood
Senior Vice President, General Counsel and Secretary
13000 North Meridian Street
Carmel, Indiana 46032-1404
(Name and address of agent for service)

(317) 706-9200
(Telephone number, including area code, of agent for service)

Copy to:
James A. Aschleman, Esq.
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300





DEREGISTRATION OF COMMON STOCK AND PLAN INTERESTS

        This Post-Effective Amendment No. 1 relates to the Registration Statement (the "Registration Statement") on Form S-8 (Registration No. 333-5903) of ITT Educational Services, Inc. (the "Company") pertaining to 10,000,000 shares ("Shares") (as adjusted for the Company's two-for-one stock split in June 2002) of the Company's common stock, $0.01 par value ("Common Stock"), to be sold pursuant to the ESI 401(k) Plan, as amended (the "401(k) Plan"), which was filed with the Securities and Exchange Commission on June 3, 1998. Pursuant to Rule 416(c) under the Securities Act of 1933, the Registration Statement also registered an indeterminate amount of plan interests to be offered or sold pursuant to the 401(k) Plan.

        Effective March 19, 2004, by action of the Company's Employee Benefit Plan Administration and Investment Committee, the ESI Stock Fund, consisting of Shares of Common Stock, was eliminated as an investment option under the 401(k) Plan. As a result of this elimination, the offering pursuant to the Registration Statement has been terminated. As of March 19, 2004, a total of 3,239,743 Shares had been issued and sold pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company hereby removes from registration 6,760,257 Shares and an indeterminate amount of plan interests, in each case, registered but unsold under the Registration Statement.

2




SIGNATURES

        The Registrant.    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on April 13 , 2004.


 

 

ITT EDUCATIONAL SERVICES, INC.

 

 

By:

 

/s/  
RENE R. CHAMPAGNE      
Rene R. Champagne
Chairman and Chief Executive Officer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names.

Signature
  Capacity
  Date

 

 

 

 

 
/s/  RENE R. CHAMPAGNE      
Rene R. Champagne
  Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
  April 13 , 2004

/s/  
OMER E. WADDLES      
Omer E. Waddles

 

President, Chief Operating Officer
and Director
(Principal Executive Officer)

 

April 13 , 2004

/s/  
KEVIN M. MODANY      
Kevin M. Modany

 

Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

 

April 13 , 2004

/s/  
JULIE A. SHEDD      
Julie A. Shedd

 

Vice President, Controller
and Treasurer
(Principal Accounting Officer)

 

April 13 , 2004

/s/  
RAND V. ARASKOG      
Rand V. Araskog

 

Director

 

April 13, 2004


John F. Cozzi

 

Director

 

 

*

John E. Dean

 

Director

 

April 13 , 2004
         


*

James D. Fowler, Jr.

 

Director

 

April 13 , 2004


Joanna T. Lau

 

Director

 

 

/s/  
HARRIS N. MILLER      
Harris N. Miller

 

Director

 

April 13 , 2004

/s/  
DANIEL P. WEADOCK      
Daniel P. Weadock

 

Director

 

April 13 , 2004

*

Vin Weber

 

Director

 

April 13 , 2004
*By:   /s/  CLARK D. ELWOOD      
Clark D. Elwood
Attorney-in-Fact
   

        The Plan.    Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana on April 13 , 2004.


 

 

ESI 401(k) PLAN

 

 

By:

 

/s/  
NINA F. ESBIN      
Nina F. Esbin
Chairperson of the ESI Employee
Benefit Plan Administration and
Investment Committee



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DEREGISTRATION OF COMMON STOCK AND PLAN INTERESTS
SIGNATURES