As filed with the Securities and Exchange Commission on November 24, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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.)
1700 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(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
- ------------------------------- ------------------------------------
COMMON STOCK ($0.001 PAR VALUE) NEW YORK STOCK EXCHANGE, INC.
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)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Cornell Corrections, Inc., a Delaware corporation
(the "Company"), to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"). Holders of the Common Stock are entitled to one vote for each
share held of record, in person or by proxy, at all meetings of the shareholders
and on all propositions before such meetings. The Common Stock does not have
cumulative voting rights in the election of directors. Holders of the Common
Stock have no preemptive, subscription, redemption or conversion rights. All
outstanding shares of Common Stock are fully paid and non-assessable. The
payment of dividends to the holders of Common Stock is within the discretion of
the Board of Directors; however, the Second Amended and Restated Credit
Agreement dated as of October 31, 1997, currently prohibits the payment of
dividends.
ITEM 2. EXHIBITS.
The following exhibits are filed with each copy of this Registration
Statement filed with the New York Stock Exchange, Inc., but not with the copies
of this Registration Statement filed with the Securities and Exchange
Commission:
EXHIBIT NO. DESCRIPTION OF EXHIBITS
1. Company's Annual Report and Form 10-K for the year ended December
31, 1997.
2. Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
3. Company's Proxy Statement for the Annual Meeting of Stockholders
held on April 7, 1998.
4.1 Company's Restated Certificate of Incorporation.
4.2 Company's Amended and Restated Bylaws.
5. Specimen Common Stock Certificate.
<PAGE>
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: November 24, 1998 CORNELL CORRECTIONS, INC.
By:/s/ BRIAN BERGERON
Brian Bergeron
Chief Financial Officer and Treasurer
