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As filed with the Securities and Exchange Commission on May 15, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORNELL CORRECTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0433642
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4801 WOODWAY, SUITE 100E
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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PREFERRED STOCK PURCHASE RIGHTS AMERICAN STOCK EXCHANGE
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 22, 1998, the Board of Directors of Cornell Corrections, Inc.
(the "COMPANY"), authorized the issuance of one preferred share purchase right
(a "RIGHT") with respect to each outstanding share of common stock, par value
$0.001 per share (the "COMMON SHARES"), of the Company to shareholders of record
at the close of business on May 11, 1998. Each Right entitles the registered
holder to purchase from the Company one Unit (as such term is defined in the
Rights Agreement, initially being one one-thousandth (1/1000th)) of a Preferred
Share at a price of $120.00 per Unit of a Preferred Share (the "PURCHASE
PRICE"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "RIGHTS AGREEMENT") dated as of May 1, 1998,
between the Company and American Securities Transfer & Trust, Inc., as Rights
Agent (the "RIGHTS AGENT").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all
Common Share certificates representing outstanding shares and no separate Right
Certificate will be distributed. The Rights will separate from the Common Shares
and a Distribution Date (as defined in the Rights Agreement) will occur upon the
earlier of (i) 10 days following the public announcement that a Person or group
of affiliated or associated Persons (an "ACQUIRING PERSON") has acquired
beneficial ownership of 15% or more of the outstanding Voting Shares (as defined
in the Rights Agreement) of the Company, or (ii) 10 business days following the
commencement or announcement of an intention to commence a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a Person or group of 15% or more of such outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates representing Common
Shares, (ii) the Rights will be transferred with and only with the Common
Shares, (iii) new Common Share certificates issued after May 11, 1998, upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Shares outstanding as of May 11, 1998,
even without such notation, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "RIGHT CERTIFICATES") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 1, 2008 (the "FINAL EXPIRATION DATE"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If an Acquiring Person acquires 15% or more of the Voting Shares of the
Company, each Right then outstanding (other than Rights beneficially owned by
the Acquiring Person which would become null and void) will become a right to
buy that number of Common Shares that at the time
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of such acquisition would have a market value of two times the Purchase Price of
the Right. If, however, the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an Acquiring Person, has become such
inadvertently, and such Person divests a sufficient number of Voting Shares by
such deadline as the Board of Directors shall set, then such Person shall not be
deemed to be an Acquiring Person for any purposes of the Rights Agreement.
If, after any Person has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or more than 50%
of its consolidated assets or earning power are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the Purchase Price of
the Right.
REGISTRATION AND LISTING OF SECURITIES. The offer and sale of the
Preferred Shares or other securities issuable upon exercise of the Rights will
be registered with the Securities and Exchange Commission but such registration
will not be effective until the Rights become exercisable. As described above,
however, the Rights will not be transferable separately from the Common Shares
until the Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of Preferred Shares or
other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
The number of outstanding Rights and the number of Preferred Shares or
other securities issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a Person or group of
affiliated or associated Persons of beneficial ownership of 15% or more of the
outstanding Voting Shares of the Company and before the acquisition by a Person
or group of 50% or more of the outstanding Voting Shares of the Company, the
Board of Directors may, at its option, issue Common or Preferred Shares of the
Company in mandatory redemption of, and in exchange for, all or part of the then
outstanding exercisable Rights (other than Rights owned by such Acquiring Person
or group which would become null and void) at an exchange ratio of one Common
Share or one Unit of a Preferred Share for each Right which is then exercisable,
subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public announcement
that a Person or group has become the beneficial owner of 15% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem all,
but not less than all, of the then outstanding Rights at a price of $0.01 per
Right (the "REDEMPTION PRICE"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the action of
the Board of Directors ordering redemption
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of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
NO RIGHTS AS SHAREHOLDER. Until a Right is exercised, the holder thereof,
as such, will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including amendment to extend the Final Expiration Date, except that after the
Distribution Date no such amendment may materially and adversely affect the
interests of holders of the Rights.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A thereto the form
of Right Certificate, is attached as Exhibit 1 to the Form 8-A filed by the
Company on May 11, 1998, and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the form of Rights Agreement and the exhibits
thereto. Capitalized terms in this description are defined in the Rights
Agreement.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated as of May 1, 1998 between the Company and
American Securities Transfer & Trust, Inc., as Rights Agent, which
includes as EXHIBIT A the Form of Right Certificate, as EXHIBIT B
the Form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, and as EXHIBIT C the
Summary of Rights to Purchase Preferred Stock. (Incorporated by
reference to Form 8-A filed by the Company on May 11, 1998, which
includes as Exhibit 1 the Rights Agreement.)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: May 15, 1998 CORNELL CORRECTIONS, INC.
By: /s/ BRIAN BERGERON
Brian Bergeron
Treasurer and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated as of May 1, 1998 between the Company and
American Securities Transfer & Trust, Inc., as Rights Agent, which
includes as EXHIBIT A the Form of Right Certificate, as EXHIBIT B
the Form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, and as EXHIBIT C the
Summary of Rights to Purchase Preferred Stock. (Incorporated by
reference to Form 8-A filed by the Company on May 11, 1998, which
includes as Exhibit 1 the Rights Agreement.)
