<PAGE> 1
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE WACKENHUT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 59-0857245
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
1995 Nonemployee Director Stock Option Plan
(Full Title of the Plan)
James P. Rowan, Esq.
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies of all communications to:
Stephen K. Roddenberry, Esq.
Akerman, Senterfitt & Eidson, P.A.
SunTrust International Center
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum
Title of Proposed Maximum Aggregate Amount of
Securities to be Amount to Offering Price Per Offering Price Registration
Registered be Registered (2) Share (3) Fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series B Common Stock, par
value $.10 per share (1) 100,000 14.125(3) $1,412,500 $487.03
============================================================================================================
</TABLE>
(1) Includes shares authorized for issuance under The Wackenhut
Corporation 1995 Nonemployee Director Stock Option Plan (the "Plan").
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan.
<PAGE> 2
(3) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended.
===============================================================================
<PAGE> 3
EXPLANATORY NOTE
The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is intended to be used to
register shares to be issued and sold pursuant to the Plan. The Prospectus
filed as part of this Registration Statement has been prepared in accordance
with the requirements of Form S-3 and may be used for reofferings or resales of
common stock previously acquired or to be acquired by the participants in the
Plan who are deemed control persons of the Company.
<PAGE> 4
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REOFFER PROSPECTUS PREPARED IN
ACCORDANCE WITH THE REQUIREMENTS OF
PART I OF FORM S-3
(BEGINS ON NEXT PAGE)
<PAGE> 5
REOFFER PROSPECTUS
THE WACKENHUT CORPORATION
31,500 SHARES
SERIES B COMMON STOCK
(PAR VALUE $.10 PER SHARE)
--------------------------------------------
THE WACKENHUT CORPORATION
1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
This Prospectus is being used in connection with the reoffering by
certain directors and/or other affiliates named herein (the "Selling
Shareholders") of The Wackenhut Corporation, a Florida corporation (the
"Company" or the "Registrant"), of shares of Series B Common Stock, $.10 per
share, of the Registrant (the "Series B Common Stock") previously acquired by
them pursuant to The Wackenhut Corporation 1995 Nonemployee Director Stock
Option Plan (the "Plan").
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions, discounts and
other expenses incurred by individual Selling Shareholders will be borne by the
individual Selling Shareholder. The Company will not be entitled to any of the
proceeds from such sales, although the Company is entitled to receive the
exercise price of the options under which the shares of Common Stock are
acquired by the Selling Shareholders.
The Series B Common Stock is listed on the New York Stock Exchange
under the symbol "WAKB." On September 10, 1996, the last reported sales price
of the Series B Common Stock on the New York Stock Exchange was $14 1/8
per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________________________________
No person has been authorized to give any information or to make any
representations, other than those in this Prospectus, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered hereby in any
state to or from any person to whom it is unlawful to make or solicit such
offer in such state. Neither the delivery of this Prospectus nor any sales
made hereunder shall under any circumstances create any implication that there
has been no change in the information herein since the date hereof.
The date of this Prospectus is September 12, 1996
<PAGE> 6
AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048; and Midwest Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 upon payment of prescribed fees. In addition, all reports, proxy
statements and other information filed by the Company should also be available
for inspection at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-8, relating to the Series B Common Stock offered hereby (the
"Registration Statement"). This Prospectus, which is a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Series B Common Stock offered
hereby, reference is hereby made to the Registration Statement and the exhibits
and schedules filed as a part thereof, which may be obtained from the
Commission in the manner set forth above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; (2) Quarterly Reports on Form 10-Q for the
thirteen weeks ended March 31, 1996 and the thirteen weeks ended June 30, 1996;
and (3) Description of the Company's Series B Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
November 19, 1992, and any amendment or report filed with the Commission for
the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
The Company will furnish, without charge, to each person to whom a
Prospectus is delivered, upon written or oral request, a copy of the foregoing
Annual Report on Form 10-K, the foregoing Quarterly Reports on Form 10-Q and the
foregoing Registration Statement on Form 8-A, in each case other than exhibits
thereto (unless such exhibits are specifically incorporated by reference
therein). Requests for such documents should be submitted in writing to The
Wackenhut Corporation, The Wackenhut Center, 4200 Wackenhut Drive #100, Palm
Beach Gardens, Florida 33410-4243, Attention: Corporate Secretary, or by
telephone at (561) 622-5656.
THE COMPANY
The Company is a leading international provider of a broad range of
security-related and other support services and a leading developer and manager
of privatized correctional and detention facilities. The Company provides
security
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<PAGE> 7
services, food services and other related services to commercial and government
customers through its services business. Through its 55%-owned Wackenhut
Corrections Corporation subsidiary ("WCC"), the Company also provides
correctional and detention facility design, development and management services
to governmental agencies. The Company has approximately 45,000 full and
part-time employees serving over 14,000 commercial and governmental customers
through an extensive network of offices and operations in 48 states and 50
countries. It is the third largest security services organization in the
United States and is the leading United States-based provider of security
services abroad.
The Company was incorporated in 1958 to continue the business that was
originally established in 1954 by its Chairman and Chief Executive Officer,
George R. Wackenhut, to provide security-related services to commercial and
governmental customers. Since its founding, the Company has grown by: (i)
enhancing its position in its core security-related services business through
the development of specialized and upgraded services; (ii) targeting specific
segments of the security services industry; and (iii) expanding into a range of
other support services in response to a growing trend toward privatization of
governmental services and outsourcing by commercial customers of non-core
support functions.
The Company's principal executive offices are located at 4200
Wackenhut Drive, #100, Palm Beach Gardens, Florida 33410-4243, and the
telephone number is (561) 622-5656.
RISK FACTORS
In connection with an investment in the shares of Series B Common Stock
offered hereby, prospective investors should consider carefully the following
factors, which can affect the Company's current position and future prospects,
in addition to the other information set forth in this Prospectus.
REVENUE AND PROFIT GROWTH DEPENDENT ON EXPANSION. The Company's
growth will depend to a significant degree upon its ability to obtain
additional service contracts and to retain existing service contracts. The
Company anticipates that there will be significant competition among providers
of security-related and other support services for service contracts and for
the renewal of such contracts upon expiration. Accordingly, there can be no
assurance that the Company will be able to obtain additional service contracts
or to retain its existing service contracts upon expiration thereof.
GROWTH STRATEGY. The Company intends to grow through internal
expansion and through selective acquisitions of additional companies or assets
that would expand its existing business. There can be no assurance that the
Company will be able to identify, acquire or profitably manage additional
companies or assets or successfully integrate such additional companies or
assets into the Company without substantial costs, delays or other problems. In
addition, there can be no assurance that companies acquired in the future will
be profitable at the time of their acquisition or will achieve levels of
profitability that justify the investment therein. Acquisitions may involve a
number of special risks, including, but not limited to, adverse short-term
effects on the Company's reported operating results, diversion of management's
attention, dependence on retaining, hiring and training key personnel, risks
associated with unanticipated problems or legal liabilities and amortization of
acquired intangible assets, some or all of which could have a material adverse
effect on the Company's operations and financial performance.
CAPITAL REQUIREMENTS TO FUND GROWTH. The Company's acquisition
strategy may require substantial capital. While the Company believes that its
present capital position will allow it to grow substantially, the Company
believes that future acquisitions may require additional capital. Such capital
may be obtained through the issuance of long-term or short-term indebtedness or
the issuance of equity securities in private or public transactions. This
could result in dilution of existing equity positions and/or increased interest
expense. There can be no assurance that acceptable capital financing for
future acquisitions can be obtained on suitable terms, if at all.
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<PAGE> 8
POTENTIAL ADVERSE CHANGES IN POLITICAL OR ECONOMIC CLIMATE. Any
changes in the current political or economic climate in geographic areas in
which the Company does business could cause material adverse changes due to,
among other things, a new government disclaiming the obligations of a
predecessor government. In addition, the Company may experience problems in
receiving payment from its foreign-based clients due to government-imposed
controls. Such political or economic changes may, therefore, impact the
Company. The Company is not, however, currently experiencing any such problems.
CONTRACT DURATION. The Company's contracts to provide
security-related services typically have terms of one year with automatic
renewal from year to year unless terminated by either party on 30 day's prior
notice. No assurance can be given that the other party to such a contract will
not terminate a contract on 30 day's prior notice during or at the end of any
one year term.
CONTRACTS SUBJECT TO GOVERNMENTAL FUNDING. The Company's service
contracts with governmental agencies are subject to either annual or bi-annual
governmental appropriations. A failure by a governmental agency to receive
such appropriations could result in termination of the service contract by such
agency or a reduction of fees payable to the Company. In addition, even if
funds are appropriated, delays in payment may occur which could negatively
affect the Company's cash flow.
BUSINESS CONCENTRATION. Contracts with the United States Department
of Energy accounted for approximately 17% of the Company's revenues in Fiscal
1995. The loss of, or a significant decrease in, business from the Department
of Energy could have a material adverse effect on the Company's results of
operations.
POSSIBLE GOVERNMENT DOWNSIZING. In light of the concentration of the
Company's revenues attributable to the United States Government, a continuation
of recent trends of downsizing by the United States Government and agencies
thereof could have a material adverse effect on the Company's results of
operations.
POTENTIAL LEGAL LIABILITY. The Company's provision of
security-related services exposes it to potential third-party claims or
litigation by persons for personal injury or other damages resulting from
contact with Company personnel. Under principles of common law, the Company
can generally be held liable for wrongful acts or omissions of its agents or
employees performed in the course and within the scope of their employment. In
addition, some states have adopted statutes that expressly impose on the
Company legal responsibility for the conduct of its employees. While the
Company maintains an insurance program that provides coverage for certain
liability risks faced by the Company, including personal injury, and bodily
injury, death or property damage to a third party where the Company is found to
be negligent, the laws of many states limit or prohibit insurance coverage for
liability for punitive damages arising from willful, wanton or grossly
negligent conduct. There can be no assurance that the Company's insurance will
be adequate to cover all potential claims or damages.
INFLATION. The Company's largest expense is personnel costs. A number
of the Company's service contracts, including service contracts with
governmental agencies, provide for payments to the Company of either fixed fees
or fees that increase by only small amounts during their terms. If, due to
inflation or other causes, the Company must increase the wages and salaries of
its employees at rates faster than increases, if any, in fees provided for in
such contracts, the Company's profitability would be adversely affected.
COMPETITION. The security-related and other support service
industries are highly competitive and fragmented. The Company competes with a
number of major national companies, including, but not limited to, Borg-Warner
Security Corporation and Pinkerton's Inc., as well as local or regional
companies. Borg-Warner Security Corporation is substantially larger and has
greater resources than the Company, while Pinkerton's Inc. has resources
comparable to the Company. The smaller local and regional companies with which
the Company competes may have better knowledge of the local conditions and may
be better able to gain political and public acceptance. Potential competitors
can enter the Company's business without substantial capital investment or
previous experience in the security-related or other
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support service industries. In addition, the Company may compete in some
markets with governmental agencies that provide security-related or other
support services.
CONTROL OF COMPANY. George R. Wackenhut and his wife, Ruth J.
Wackenhut, together, through trusts over which they have sole dispositive and
voting power, control approximately 50.004% of the issued and outstanding
voting common stock of the Company. As a result, George R. Wackenhut and Ruth
J. Wackenhut will be able to control virtually all matters requiring approval
of the shareholders of the Company, including the election of all of the
directors.
UNCERTAINTY OF FUTURE DIVIDENDS. No assurance can be made that the
Company will continue its practice of paying regular quarterly dividends in the
future. The Company's ability to declare or pay dividends may be limited by
the terms of existing credit agreements. If the Company is permitted to pay
dividends, payment of such dividends will nevertheless be at the discretion of
the Company's Board of Directors and will depend on various factors, some of
which may be beyond the control of the Company.
ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's
Articles of Incorporation (the "Articles") and Bylaws (the "Bylaws") may be
deemed to have anti-takeover effects and may delay, defer or prevent a takeover
attempt that shareholders might consider in their best interest. Pursuant to
the Articles, the Company's Board of Directors has the authority to issue
shares of preferred stock and to determine the rights, preferences, privileges
and restrictions of such shares without any further vote or action by the
Company's shareholders. Thus, the Company's Board of Directors could authorize
and issue shares of preferred stock with voting or conversion rights that could
adversely affect the voting or conversion rights of holders of the Series B
Common Stock. In addition, the issuance of preferred stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company, since the terms of the preferred stock that might be
issued could potentially prohibit the Company's consummation of any merger,
reorganization, sale of substantially all of the assets, liquidation or other
comparable extraordinary transaction without the approval of the holders of
Series B Common Stock. In addition, certain provisions of the Florida Business
Corporation Act have anti-takeover effects and may inhibit a non-negotiated
merger or other business combination. These provisions are intended to
encourage any person interested in acquiring the Company to negotiate with, and
to obtain the approval of, the Company's Board of Directors in connection with
such a transaction. However, certain of these provisions may discourage a
future acquisition of the Company, including an acquisition in which the
shareholders might otherwise receive a premium for their shares. As a result,
shareholders who might desire to participate in such a transaction may not have
the opportunity to do so.
5
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DESCRIPTION OF PLAN
The Plan permits the Company to grant each director of the Company who
is not an employee of the Company options to purchase 2,000 shares of the
Company's Series B Common Stock upon his or her reelection to the Company's
Board of Directors. The purpose of the Plan is to promote the achievement of
long-term objectives of the Company by linking the personal interests of
nonemployee directors to those of the Company's shareholders and to attract and
retain nonemployee directors of outstanding competence. The aggregate number
of shares of Series B Common Stock that may be issued under this Plan may not
exceed 100,000 shares.
SELLING SHAREHOLDERS
The shares of Series B Common Stock being offered pursuant to this
Prospectus were purchased by the Selling Shareholders upon the exercise of
stock options under the Plan. The following table shows the names of the
Selling Shareholders and positions with the Company, the number of shares of
Series B Common Stock beneficially owned by each of the Selling Shareholders as
of September 12, 1996, the number of shares of Series B Common Stock covered by
this Prospectus and the number and percentage of Series B Common Stock
(including shares subject to options exercisable within 60 days) to be
beneficially owned by each Selling Shareholder after the completion of the
Offering:
<TABLE>
<CAPTION>
% OF
SERIES B
NUMBER OF COMMON
NUMBER OF SHARES STOCK
SHARES NUMBER OF BENEFICIALLY BENEFICIALLY
BENEFICIALLY SHARES OWNED OWNED
OWNED PRIOR COVERED BY AFTER AFTER
POSITION WITH TO OFFERING THIS OFFERING OFFERING
SELLING SHAREHOLDER THE COMPANY (1) PROSPECTUS (2) (2)
- ----------------------------------------------------------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Julius W. Becton, Jr. . . . . . . Director 4,656 4,500 156 *
Richard G. Capen, Jr. . . . . . . Director 4,812 4,500 312 *
Anne Newman Foreman . . . . . . . Director 4,862 4,500 362 *
Edward L. Hennessy, Jr. . . . . . Director 4,862 4,500 362 *
Paul X. Kelley . . . . . . . . . Director 6,937 4,500 2,437 *
Nancy Clark Reynolds . . . . . . Director 5,912 4,500 1,412 *
Thomas P. Stafford . . . . . . . Director 4,887 4,500 387 *
</TABLE>
* Less than 1% of shares beneficially owned.
(1) Includes shares subject to options which are exercisable
within sixty (60) days of this Prospectus.
(2) Assumes that all shares offered hereby are sold.
JULIUS W. BECTON, JR. has served as a Director of the Company since
1994. He is a former President of Prairie View A&M University, Texas, has a
public service career that includes two key government positions preceded by
service in the U.S. Army during which he attained the rank of Lieutenant
General. While in the Army, he commanded the 1st Cavalry Division and the VII
Corp., and was the Deputy Commanding General of the U.S. Army Training and
Doctrine Command. He is a veteran of three wars, World War II, the Korean War
and Vietnam. After departing the service in 1983, he served as Director of the
Office of U.S. Foreign Disaster Assistance, and from 1985 to 1989 was the
Director of the Federal Emergency Management Agency. He was later Chief
Operating Officer for American Coastal Industries, Inc. He is on the Board of
Directors of Illinois Tool Works, Inc., a multinational manufacturer of highly
engineered assemblies and systems, and the Marine Spill Response Corporation.
He is Vice Chairman (elect) for the
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Association of U.S. Army and a member of the Advisory Council to the Board of
Visitors at the Citadel. He is a member of the Defense Science Board Readiness
Task Force, and the Department of Defense Army Advisory Panel. He serves on
the board of several civic, public service organizations. He received numerous
U.S. Army service and valor awards, including the Distinguished Service Medal;
and the Distinguished Service Award for his service as the Director of the
Federal Emergency Management Agency. He has a B.S. from Prairie View A&M
University, and an M.A. in economics from the University of Maryland. He has
been awarded honorary Doctor of Laws degrees by three universities.
RICHARD G. CAPEN, JR. has served as a Director of the Company since
1993. He is an author, speaker and independent corporate director. He was
formerly United States Ambassador to Spain (1992-93), Vice Chairman and
Director of Knight Ridder, Inc. (1989-91), and Chairman and Publisher of The
Miami Herald (1983-89). During his years as Publisher of The Miami Herald, the
newspaper received five Pulitzer Prizes and was honored twice as one of the top
ten dailies in America. Ambassador Capen started his newspaper career in 1961
with Copley Newspapers in San Diego, California. From 1968 to 1971, Ambassador
Capen was a senior civilian official with the U.S. Department of Defense, where
he served first as Deputy Assistant Secretary of Defense for Public Affairs and
subsequently as Assistant to the Secretary of Defense for Legislative Affairs.
In 1971, he was awarded the Defense Department's highest civilian decoration
for his leadership. Ambassador Capen has served as director of several public
corporations, and as a member of advisory boards at Stanford and Duke
Universities. He is a member of the Board of Directors of Carnival
Corporation, Freedom Communications, Inc., New Economy Fund, a mutual fund, and
Smallcap World Fund, a mutual fund. Ambassador Capen is a 1956 graduate of
Columbia University which he attended on an NROTC scholarship.
ANNE NEWMAN FOREMAN has served as a Director of the Company since
1993. She served as the Under Secretary of the United States Air Force from
September 1989 until January 1993. Prior to her tenure as Under Secretary, she
was General Counsel of the Department of the Air Force and a member of the
Department's Intelligence Oversight Board. Mrs. Foreman served in the White
House as Associate Director of Presidential Personnel for National Security
(1985-1987) and practiced law with the Washington office of the Houston-based
law firm of Bracewell and Patterson, and with the British solicitors Boodle
Hatfield, Co., in London, England (1979-1985). Mrs. Foreman is a former member
of the career Foreign Service, having served in Beirut, Lebanon, Tunis,
Tunisia, and the U.S. Mission to the United Nations in New York. She was a
U.S. delegate to the 31st Session of the U.N. General Assembly and to the 62nd
Session of the U.N. Economic and Social Council. Mrs. Foreman received a B.A.
degree, Magna Cum Laude, from the University of Southern California and a M.A,
(History) from the same institution. She also holds a J.D. from the American
University and was awarded an Honorary Doctorate of Laws from Troy State
University. Mrs. Foreman is a member of Phi Beta Kappa, has been a member of
numerous Presidential delegations, and was twice awarded the Air Force Medal
for Distinguished Civilian Service.
EDWARD L. HENNESSY, JR. has served as a Director of the Company since
1993. He served as Chairman of the Board and Chief Executive Officer of
Allied-Signal, Inc. from 1979 to 1991. He was previously Executive Vice
President and member of the Board of Directors and Executive Committee of
United Technologies Corporation, Senior Vice President for Administration and
Finance for Hueblein, Inc. and Controller with AT&T Corporation. He is a
member of the Board of Directors of Lockheed Martin, the Bank of New York, and
Walden Residential Properties, Inc. He is a Trustee of the Catholic University
of America, a Director of the Coast Guard Academy Foundation, Inc., founding
President of the Tri-County Scholarship Fund and Treasurer of the March of
Dimes. He was a member of the President's Private Sector Survey on Cost
Control, the (New Jersey) Governor's Management Improvement Plan, Inc., and the
Tender Offer Advisory Committee of the Securities and Exchange Commission. He
also is a member of the Conference Board, Inc. and the Economic Club of New
York. He has numerous honorary degrees and is a graduate of Fairleigh
Dickinson University in New Jersey, where he is a Trustee and Chairman of the
University's Board.
PAUL X. KELLEY has served as a Director of the Company since 1988. He
is the Vice Chairman of Cassidy and Associates, Inc., a government relations
firm in Washington, D.C. He is also on the Board of Directors of Allied-
Signal, Inc., an aerospace, automotive products, and engineered materials
company; GenCorp, Inc. a propulsion, defense electronics, and ordinance
company; London Life Insurance Company, a Canadian life insurance company; PHH
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<PAGE> 12
Corporation, a vehicle and relocation management services company; Saul
Centers, Inc., a real estate investment trust; Sturm, Ruger and Co., Inc., a
small arms company; and UST, Inc., a tobacco products, wine and smoker
accessories company. He is the former Commandant of the Marine Corps, having
retired as a four-star General in 1987. As a Marine officer, he commanded an
infantry battalion in Vietnam during 1966; and during 1970 to 1971, he
commanded the 1st Marine Regiment, the last Marine ground combat unit to leave
Vietnam. He later commanded the 4th Marine Division, and was the first
commander of the Rapid Development Joint Task Force, a four service force
headquartered in Florida. He is the recipient of numerous awards for valor and
distinguished service during over 37 years of active military service. General
Kelley has a B.S. in economics from Villanova University and is a graduate of
the Air War College. He has been awarded honorary doctoral degrees by four
major universities.
NANCY CLARK REYNOLDS has served as a Director of the Company since
1986. She is Senior Consultant of The Wexler Group, a governmental relations
and public affairs consulting firm in Washington, D.C. She currently serves as
a Director of Sears, Roebuck & Co., Allstate Insurance Company and the Norrell
Corporation, a temporary help service firm. She is a member of the Board of
the National Park Foundation, the Central Africa Foundation, and a trustee of
the Smithsonian Museum of the American Indian. She is a past president of the
Business and Government Relations Council. She was formerly a Director of the
Chicago Mercantile Exchange, G.D. Searle & Co., and Viacom International. From
1977 to 1982, she was a Vice President of the Bendix Corporation. She received
her B.A. degree in English from Goucher College and an Honorary Degree of Las
from Gonzaga University.
THOMAS P. STAFFORD has served as a Director of the Company since 1991.
He is a Consultant for the firm of General Technical Services, Inc., which he
joined in 1984. He is also Vice Chairman and co-founder of Stafford, Burke and
Hecker, Inc., a Washington-based consulting firm. After serving as an
astronaut for a number of years, he retired in 1979 from the Air Force as
Deputy Chief of Staff for Research, Development and Acquisition and served as
Vice Chairman of Gibraltar Exploration Limited until 1984. Lt. Gen. Stafford
is also Chairman of the Board of Omega Watch Corporation of America and is a
Director of Allied Signal; CMI Corporation; Fisher Scientific International,
Inc.; Pacific Scientific Company; Seagate Technology, Inc.; Tractor, Inc.;
Tremont Corporation; and Wheelbrator Technologies, Inc.
As of September 11, 1996, the Company had approximately 10,885,949
shares of Series B Common Stock outstanding.
The Selling Shareholders intend to sell all or a portion of the shares
offered hereby from time to time on the New York Stock Exchange and such sales
will be made at prices prevailing at the times of such sales. The Selling
Shareholders may also make private sales directly or through a broker or
brokers. In connection with any sales, the Selling Shareholders and any
brokers participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act.
There can be no assurance that any of the Selling Shareholders will
sell any or all of the shares of Series B Common Stock registered hereunder.
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<PAGE> 13
PLAN OF DISTRIBUTION
The shares of Series B Common Stock are being registered for reoffers
and resales by the Selling Shareholders for their own accounts. Such shares of
Series B Common Stock may be sold from time to time by any of the Selling
Shareholders or by pledgees, donees, transferees or other successors in
interest, directly to purchasers, in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange, in
separately negotiated transactions or in a combination of such transactions, at
market prices prevailing at the time of such sale, at prices related to such
prevailing prices or at prices otherwise negotiated.
The Selling Shareholders may be limited in the amount of shares of
Series B Common Stock which they may sell during any three month period as a
result of the volume limitations contained in Section 144 of the Exchange Act.
The amount of shares of Series B Common Stock which may be sold by each of the
Selling Shareholders within any three month period may not exceed, when
aggregated with sales of shares of Series B Common Stock of the Company by such
Selling Shareholders, the greater of (i) one percent of the shares of Series B
Common Stock of the Company outstanding as shown by the most recent report
filed by the Company; or (ii) the average weekly reported volume of trading in
shares of Series B Common Stock on the New York Stock Exchange during the four
calendar weeks preceding the filing of the Forms required under Rule 144
promulgated under the Securities Act (or if no such notice is required, the
date of receipt of the order by a broker-dealer to execute the transaction), or
(iii) the average weekly volume of trading in the shares of Series B Common
Stock reported through the consolidated transaction reporting system under the
Exchange Act during such four week period.
The Selling Shareholders may effect such transactions by selling the
shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the shares for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions). The Selling Shareholders and any
broker-dealers that participate in the distribution of the shares may be deemed
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under
the Securities Act.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Series B Common Stock through a block trade, a special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, a supplemental prospectus will be filed, if required, pursuant to Rule
424(c) of the Securities Act, disclosing (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus and (vi) other facts material to the transaction.
There can be no assurances that any of the Selling Shareholders will
sell any or all of the shares of Series B Common Stock offered by them
hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
9
<PAGE> 14
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The indemnification and advancements of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which he director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Business Corporation Act, relating to a director's liability
for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall indemnify
every person who was or is a party of or was threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact he is or was a director, officer, employee,
or agent, or is or was serving at the request of the Registrant as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, (except in such case involving gross negligence or willful
misconduct) in the performance of their duties to the full extent permitted by
applicable law. Such indemnification may, in the discretion of the Board of
Directors, include advances of his expenses in advance of final disposition
subject to the provisions of applicable law. Such right of indemnification
shall not be exclusive of any right to which any director, officer, employee,
agent or controlling shareholder of the Registrant may be entitled as a matter
of law.
Under the Registrant's indemnification agreements with its officers and
directors it is obligated to indemnify each of its officers and directors to the
fullest extent permitted by law with respect to all liability and loss suffered,
and reasonable expense incurred, by such person, in any action suit or
proceeding in which such person was or is made or threatened to be made a party
or otherwise involved by reason of the fact that such person was a director of
officer of the Registrant. The Registrant is also obligated to pay the
reasonable expenses of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advanced should
it be ultimately determined that such person is not entitled to indemnification.
10
<PAGE> 15
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors or officers.
11
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Company with the Commission are
incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the thirteen
weeks ended March 31, 1996 and the thirteen weeks ended June
30, 1996.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on November 19, 1992, and
any amendment or report filed with the Commission for the
purpose of updating such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), (13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration Statement and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of the
filing of such document with the Commission. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding other than any action by, or in the right of, the corporation,
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise
II-1
<PAGE> 17
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, in the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct WAS unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall indemnify
every person who was or is a party of or was threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact he is or was a director, officer, employee,
or agent, or is or was serving at the request of the Registrant as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
including attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, (except in such case involving gross negligence or willful
misconduct) in the performance of their duties to the full extent permitted by
applicable law. Such indemnification, in the discretion of the Board of
Directors, include advances of his expenses in advance of final disposition
subject to the provisions of applicable law. Such right of indemnification
shall not be exclusive or any right to which any director, officer, employee,
agent or controlling shareholder of the Registrant may be entitled as a matter
of law.
Under the Registrant's indemnification agreements with its officers
and directors it is obligated to indemnify each of its officers and directors
to the fullest extent permitted by law with respect to all liability and loss
suffered, and reasonable expense incurred, by such person, in any action suite
or proceeding in which such person
II-2
<PAGE> 18
was or is made or threatened to be a part or otherwise involved by reason of
the fact that such person was a director or officer of the Registrant. The
Registrant is also obligated to pay the reasonable expense of indemnified
directors or officers in defending such proceeding if the indemnified party
agrees to repay all amounts advance should it be ultimately determined that
such person is not entitled to indemnification.
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant, as amended, (incorporated by reference to
Registration Statement on Form S-2 (File No.
333-03249).
4.2 -- Bylaws of the Registrant (incorporated by reference
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995).
4.3 -- Form of Common Stock Certificate (incorporated by
reference to the Registrant's Registration Statement
on Form 8-A filed with the Commission on November 19,
1992).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- The Wackenhut Corporation 1995 Nonemployee Director
Stock Option Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the
signature page hereto.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-3
<PAGE> 19
A. (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act.
(ii) To reflect in the Prospectus any
facts or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set fort in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) 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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by; such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy and as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, The Wackenhut Corporation, 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 Registration Statement to be signed on its behalf the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens,
State of Florida, on the 11th day of September, 1996.
THE WACKENHUT CORPORATION
By: /s/ GEORGE R. WACKENHUT
--------------------------------
GEORGE R. WACKENHUT
Chairman of the Board, Chief
Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and Robert C. Kneip, and
each of them, as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on September 11, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ GEORGE R. WACKENHUT
- ---------------------------------- Chairman of the Board, Chief Executive Officer
GEORGE R. WACKENHUT and Director (Principal Executive Officer)
/s/ DANIEL E. MASON
- ---------------------------------- Vice President and Chief Financial Officer,
DANIEL E. MASON Domestic Operations (Principal Financial
Officer)
/s/ JUAN D. MIYAR
- ---------------------------------- Vice President - Accounting Services and
JUAN D. MIYAR Corporate Controller (Principal Accounting
Officer)
</TABLE>
II-5
<PAGE> 21
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
-------------------------------------- Director
JULIUS W. BECTON, JR.
/s/ RICHARD G. CAPEN, JR.
-------------------------------------- Director
RICHARD G. CAPEN, JR.
-------------------------------------- Director
ANNE N. FOREMAN
/s/ EDWARD L. HENNESSY, JR.
-------------------------------------- Director
EDWARD L. HENNESSY, JR.
/s/ PAUL X. KELLEY
-------------------------------------- Director
PAUL X. KELLEY
/s/ NANCY CLARK REYNOLDS
-------------------------------------- Director
NANCY CLARK REYNOLDS
/s/ THOMAS P. STAFFORD
-------------------------------------- Director
THOMAS P. STAFFORD
/s/ RICHARD R. WACKENHUT
-------------------------------------- Director
RICHARD R. WACKENHUT
</TABLE>
II-6
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------- ----------- -----------
<S> <C> <C>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant, as amended, (incorporated by reference to the
Registrant's Registration Statement on Form S-2 -- File
No. 333-03249). ---
4.2 -- Bylaws of the Registrant (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995). ---
4.3 -- Form of Common Stock Certificate (incorporated by
reference to the Registrant's Registration Statement on
Form 8-A filed with the Commission on November 19, 1992). ---
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- The Wackenhut Corporation 1995 Nonemployee Director Stock
Option Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included
in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the signature
page hereto. ---
</TABLE>
II-7
<PAGE> 1
EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
September 11, 1996
The Wackenhut Corporation
4200 Wackenhut Drive #100
Palm Beach Gardens, FL 33410-4243
Gentlemen:
We have acted as special counsel to The Wackenhut Corporation, a
Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") covering the issuance of up to 100,000 shares of the Company's
common stock, par value $.10 per share (the "Shares") pursuant to the exercise
of stock options granted under The Wackenhut Corporation 1995 Nonemployee
Director Stock Option Plan.
Based on our review of the Articles of Incorporation of the Company,
as amended and restated, the Bylaws of the Company, the Plan and documents
related thereto, and such other documents and records as we have deemed
necessary and appropriate, we are of the opinion that the Shares, if and when
issued and paid for upon exercise of options pursuant to the Plan and related
documents, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 10.1
THE WACKENHUT CORPORATION
1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
The Wackenhut Corporation, (the "Company"), hereby establishes an incentive
compensation plan providing for the grant of nonqualified stock options to
Nonemployee Directors, subject to the terms and provisions set forth herein.
This plan shall be known as the Wackenhut Corporation Nonemployee Director
Stock Option Plan (the "Plan").
Subject to ratification by an affirmative vote of a majority of Shares present
and entitled to vote at the 1996 Annual Meeting at which a quorum is present,
the Plan shall become effective as of April 28, 1995 (the "Effective Date").
1.2 PURPOSE OF THE PLAN
The purpose of the Plan is to promote the achievement of long-term objectives
of the company by linking the personal interests of Nonemployee Directors to
those of Company shareholders, and to attract and retain Nonemployee Directors
of outstanding competence.
1.3 DURATION OF THE PLAN
The Plan shall commence on April 28, 1995 and shall remain in effect, subject
to the right of the Board to amend or terminate the Plan at any time pursuant
to section 7.1, until all Shares subject to the Plan have been purchased or
acquired according to the Plan's provisions. However, in no event may an
Option be granted under the Plan on or after April 27, 2005.
<PAGE> 2
ARTICLE II. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is
intended, the term is capitalized. The definition of any term in the singular
shall also include the plural.
2.1 AWARD AGREEMENT
Award Agreement means an agreement entered into by the Company and each
Participant setting forth the terms and provisions applicable to Options
granted under this Plan.
2.2 BOARD
Board means the Board of Directors of The Wackenhut Corporation.
2.3 CODE
Code means the Internal Revenue Code of 1986, as amended from time to time.
2.4 COMPANY
Company means The Wackenhut Corporation and any successor organization as
provided in section 8.3.
2.5 DISABILITY
Disability means any disabling condition which entitles the Participant to
disability benefits under the federal Social Security Act.
2.6 EXCHANGE ACT
Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time.
2.7 FAIR MARKET VALUE
Fair Market Value means the last closing sale price of a Share on or prior to
the relevant date that is reported by the principal securities exchange on
which the Shares are publicly traded.
2.8 NONEMPLOYEE DIRECTOR
Nonemployee Director means any individual who is a member of the Board, but who
has never otherwise been an employee of the Company.
2.9 OPTION
Option means an option to purchase Shares granted under Article VI. Such
Options are not intended to meet the requirements of Code section 422.
2.10 PARTICIPANT
Participant means a Nonemployee Director of the Company who has one or more
outstanding Options under the Plan.
2.11 PLAN ADMINISTRATOR
Plan Administrator means the Compensation Committee of the Company's Board.
<PAGE> 3
2.12 SHARES
Shares mean the series B common stock of the Company.
<PAGE> 4
ARTICLE III. ADMINISTRATION
3.1 THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator subject to the
restrictions set forth in this Plan. The Plan Administrator may delegate to
one or more individuals or a committee any of its powers and duties as Plan
Administrator that it deems desirable. In this case, every reference in the
Plan to the Plan Administrator shall be deemed to include these individuals or
the committee as to matters within their jurisdiction.
3.2 AUTHORITY OF THE PLAN ADMINISTRATOR
The Plan Administrator shall have the full power, discretion, and authority to
administer this Plan in a manner which is consistent with its provisions.
Except as provided below, the Plan Administrator shall have the exclusive right
to interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions, by general rule or particular
decision.
However, in no event shall the Plan Administrator have the power to determine
Plan eligibility or to determine the number, the purchase price, the vesting
period, or the frequency and timing of Options to be granted under the Plan to
any Participant. All such determinations are automatic pursuant to the
provisions of this Plan.
3.3 DECISIONS BINDING
All determinations and decisions made by the Plan Administrator pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, employees, Participants, and their
estates and beneficiaries.
<PAGE> 5
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES
Subject to adjustment as provided in section 4.3, no more than 100,000 Shares
shall be eligible for purchase by Participants pursuant to Options granted
under this Plan.
4.2 LAPSED OPTION GRANTS
If any Option granted under this Plan terminates, expires, or lapses for any
reason, any Shares subject to purchase pursuant to such Option shall again be
available for the grant of an option under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares, such
adjustment shall be made in the number and class of and/or price of Shares
subject to outstanding Options granted under this Plan, as may be determined to
be appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights.
<PAGE> 6
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY
Nonemployee Directors shall be eligible to become Participants in accordance
with section 5.2
5.2 ACTUAL PARTICIPATION
Subject to the provisions of Article VI, all Nonemployee Directors shall become
Participants by receiving grants of Options upon election and/or reelection to
serve on the Board.
<PAGE> 7
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 GRANTS OF OPTIONS
Subject to the limitation on the number of Shares subject to this Plan, each
Nonemployee Director shall be granted an Option to purchase 2,000 Shares upon
his or her election and/or reelection to serve on the Board.
6.2 LIMITATION ON GRANT OF OPTIONS
Other than those grants of Options set forth in section 6.1, no additional
Options shall be granted under this Plan.
6.3 AWARD AGREEMENT
Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price (as defined in section 6.4), the duration of the Option, and
the number of Shares available for purchase under the Option as set forth in
this Plan.
6.4 OPTION PRICE
The purchase price per Share available for purchase under an Option shall be
equal to the Fair Market Value of such Share on the date the Option is granted.
6.5 DURATION OF OPTIONS
Each Option shall expire on the tenth (10th) anniversary date of its grant.
6.6 VESTING OF SHARES SUBJECT TO OPTION
Options granted under the Plan shall be 100 percent vested at all times.
Participants shall be entitled to exercise Options at any time and from time to
time, within the time period beginning on the date on which the Option is
granted, and ending ten (10) years after grant of the Option.
6.7 PAYMENT
Options shall be exercised by the delivery of a written notice of exercise to
the Secretary of the Company, setting forth the number of Shares with respect
to which the Option is to be exercised. The Option Price (as defined in
section 6.4) of any Option shall be payable to the Company in full in cash or
its equivalent upon exercise.
As soon as practicable after receipt of a written notification of exercise and
full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased pursuant to the exercise of the Option.
6.8 TERMINATION OF SERVICE ON BOARD DUE TO DEATH
If a Participant dies while he or she is actively serving as a Nonemployee
Director, any outstanding Options may be exercised by the Participant's legal
representative or beneficiary any time before the earlier of --
(a) the expiration date of such Options; or
(b) the second anniversary of the Participant's death.
6.9 TERMINATION OF SERVICE ON BOARD DUE TO DISABILITY
If a Participant incurs a Disability while he or she is actively serving as a
Nonemployee Director, the Participant may exercise any Options that are
outstanding at the time of such Disability before the earlier of-
(a) the expiration date of such Options; or
(b) the second anniversary of the date of Disability.
<PAGE> 8
(If the Participant dies after incurring a Disability, but before the expiration
of the exercise period described above, the Participant's legal representative
or beneficiary may exercise any outstanding Options before the expiration of
such period.)
6.10 TERMINATION OF SERVICE ON BOARD FOR OTHER REASONS
If the service of the Participant on the Board shall terminate for any reason
other than for death or Disability, any outstanding Options held by the
Participant shall remain exercisable at any time prior to their expiration
date, or for six months after the date the Participant's service on the Board
terminates, whichever period is shorter.
6.11 NONTRANSFERABILITY OF OPTIONS
No Option granted under this Plan may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, all Options granted to a Participant under
this Plan shall be exercisable during his or her lifetime only by such
Participant.
6.12 RESTRICTIONS ON SHARE TRANSFERABILITY
The Board may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under this Plan, as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws,
under the requirements of any Stock exchange or market upon which such Shares
are then listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
<PAGE> 9
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION, AND TERMINATION
The Board may at any time alter, amend, suspend, or terminate the Plan in whole
or in part. However, no amendment which fails to comply with the exemptions
available under Rule 16b-3 of the Exchange Act, including any successor to the
Rule, shall be effective.
7.2 OPTIONS PREVIOUSLY GRANTED
Unless required by law, no termination, amendment, or modification of this Plan
shall in any manner adversely affect any Option previously granted under this
Plan, without the written consent of the Participant holding the Option.
<PAGE> 10
ARTICLE VIII. MISCELLANEOUS
8.1 INDEMNIFICATION
The Company shall indemnify each person against any and all claims, losses,
damages, and expenses (including counsel fees) incurred by such individual for
the exercise of any duties as Plan Administrator, whether singly or as a member
of committee, and against any liability, including any amounts paid in
settlement with the Company's approval, arising from the individual's action or
failure to act, except when the same is judicially determined to be
attributable to the gross negligence or willful misconduct of the individual.
8.2 BENEFICIARY DESIGNATION
Each Participant under this Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to exercise
the rights described in sections 6.8 and 6.9. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by
the Plan Administrator and will be effective only when filed by the Participant
in writing with the Plan Administrator during his or her lifetime. In the
absence of any such designation, such rights may be exercised by the executor
of the Participant's estate.
8.3 SUCCESSORS
All obligations of the Company under this Plan, with respect to Options granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
8.4 SEVERABILITY
If a provision of this Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan. The Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included herein.
8.5 REQUIREMENTS OF LAW
The granting of Options under this Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
8.6 GOVERNING LAW
To the extent not preempted by Federal law, this Plan, and all Award Agreements
hereunder, shall be construed in accordance with the laws of the State of
Florida.
In Witness Whereof, the authorized officers of the Company have signed this
document and have affixed the corporate seal on ____________, 1996, but
effective as of April 28, 1995.
THE WACKENHUT CORPORATION
ATTEST: By /s/ George R. Wackenhut
--------------------------------
George R. Wackenhut
Its Chief Executive Officer
-----------------------------
By Sandra Nusbaum
------------------------------------ (Corporate Seal)
Its Vice President - Human Resources
---------------------------------
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 22, 1996 included in The Wackenhut Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida,
September 11, 1996.
