<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
--------------
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)
1991 KEY EMPLOYEE LONG TERM INCENTIVE STOCK 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 AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series B Common Stock, par
value $.10 per share 900,000 14.125(2) $3,884,375 $1,340
==================================================================================================================================
</TABLE>
(1) Includes shares authorized for issuance under The Wackenhut
Corporation 1991 Key Employee Long Term Incentive Stock Plan (the
"Plan"). Of the 900,000 shares registered hereunder, 625,000 shares
were previously registered on May 8, 1995 (Registration Number
33-59159) and are incorporated herein pursuant to Rule 429 under the
Securities Act of 1933, as amended.
(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
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> 3
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> 4
REOFFER PROSPECTUS
THE WACKENHUT CORPORATION
339,312 SHARES
SERIES B COMMON STOCK
(PAR VALUE $.10 PER SHARE)
------------------------------------------------
THE WACKENHUT CORPORATION
1991 KEY EMPLOYEE LONG-TERM INCENTIVE STOCK 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 1991 Key Employee Long-Term
Incentive Stock 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> 5
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
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<PAGE> 6
provides security 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 its
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> 7
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
4
<PAGE> 8
previous experience in the security-related or other 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.
DESCRIPTION OF PLAN
The Plan permits the Nominating and Compensation Committee of the
Board of Directors of the Company to grant Nonqualified Stock Options,
Incentive Stock Options, Restricted Stock Units, Performance Units and
Performance Shares to officers and employees of the Company who have
contributed significantly to the profitability and growth of the Company. The
aggregate number of shares of Series B Common Stock that may be issued under
this plan is 900,000 shares.
SELLING SHAREHOLDERS
The shares of 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
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exercisable within 60 days) to be beneficially owned by each Selling
Shareholder after the completion of the Offering:
<TABLE>
<CAPTION>
% of
Series B
Common
Number of Number of Number of Stock
Shares Shares Shares Beneficially
Beneficially Covered by Beneficially Owned
Position with Owned Prior to this Owned After After
Selling Shareholder The Company Offering (1) Prospectus Offering (2) Offering (2)
- ---------------------------------- -------------------------- ---------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
George R. Wackenhut . . . . . . . Chairman of the Board and
Chief Executive Officer 2,182,571 77,375 2,105,196 19.2%
Richard R. Wackenhut . . . . . . President, Chief Operating 71,457 69,750 1,707 *
Officer and Director
Alan B. Bernstein . . . . . . . . Executive Vice President 55,464 53,687 1,777 *
and President, Domestic
Operations Group
Fernando Carrizosa . . . . . . . Senior Vice President, 43,606 43,250 356 *
International Operations
Robert C. Kneip . . . . . . . . . Senior Vice President, 43,583 43,250 333 *
Corporate Planning and
Development
James P. Rowan . . . . . . . . . Vice President, General 32,000 32,000 0 0
Counsel and Assistant
Secretary
George C. Zoley . . . . . . . . . Wackenhut Corrections 20,000 20,000 0 0
Corporation President and
Chief Executive Officer
</TABLE>
* Less than 1% beneficial ownership.
(1) Includes shares subject to options which are exercisable
within sixty days of this Prospectus.
(2) Assumes that all shares offered hereby are sold.
GEORGE R. WACKENHUT has been Chairman of the Board and Chief
Executive Officer of the Company since April 26, 1986. He was President of the
Company from the time it was founded until April 26, 1986. He formerly was a
Special Agent of the Federal Bureau of Investigation. Mr. Wackenhut is also a
director of WCC. Mr. Wackenhut is on the Dean's Advisory Board of the
University of Miami School of Business. He is on the National Council of
Trustees, Freedoms Foundation at Valley Forge, and the President's Advisory
Council for the Small Business Administration, Region IV. He is a past
participant in the Florida Governor's War on Crime and a past member of the Law
Enforcement Council, National Council on Crime and Delinquency, and the Board
of Visitors of the U.S. Army Military Police School and the Board of Directors
of SSJ Medical Development, Inc., Miami, Florida. Mr. Wackenhut is also a
member of the American Society for Industrial Security. He was a recipient in
1990 of the Labor Order of Merit, First Class, from the government of
Venezuela. Mr. Wackenhut received his B.S. degree from the University of Hawaii
and his M.Ed. degree from Johns Hopkins University. Mr. Wackenhut is married to
Ruth J. Wackenhut, Secretary of the Company. His son, Richard R. Wackenhut, is
President and Chief Operating Officer of the Company and also a Director.
RICHARD R. WACKENHUT has been President and Chief Operating Officer
of the Company and a member of the Board of Directors since April 26, 1986, and
was formerly Senior Vice President of Operations from 1983 to 1986. He was
Manager of Physical Security from 1973 to 1974. He also served as Manager,
Development at the Company's Headquarters from 1974 to 1976; Area Manager,
Columbia, South Carolina, from 1976 to 1977; District Manager, Columbia, South
Carolina from 1977 to 1979; Director, Physical Security Division at Corporate
Headquarters from 1979 to 1980; Vice President, Operations from 1981 to 1982;
and Senior Vice President, Domestic Operations from 1982 to 1983. Mr. Wackenhut
is Director of Wackenhut del Ecuador, S.A.; Wackenhut UK Limited; Wackenhut
Dominicana, S.A.; and several domestic subsidiaries of the Company, including
WCC. He is a member of the St. Thomas University Advisory Board. He is also a
member of the American Society for Industrial Security, the International
Association of Chiefs of Police and the International Security Management
Association. He received his B.A. degree from The Citadel in 1969 and completed
the Advanced Management Program of the Harvard University School of Business
Administration in 1987. Mr. Wackenhut is the son of George R. Wackenhut,
Chairman of the Board and Chief Executive Officer of the Company, and Ruth J.
Wackenhut, Secretary of the Company.
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ALAN B. BERNSTEIN has been Executive Vice President and President,
Domestic Operations Group since April 27, 1991. Prior to that, Mr. Bernstein
was Senior Vice President, Domestic Operations. He has been employed by the
Company since 1976, except for a brief absence during 1982 when he was a
partner in a family-owned security alarm business in New York State. Mr.
Bernstein has served in the following positions with the Company or its
subsidiaries: Vice President of Domestic Operations, 1985; Vice President,
Corporate Business Development, 1984; Acting President, Wackenhut Systems
Corporation, 1983; Director of Integrated Guard Security, 1981; and Manager of
Wackenhut Electronic Systems Corporation (Miami) from 1976 to 1981. He
received his B.S.E.E. degree from the University of Rochester, and an M.B.A.
degree from Cornell University.
FERNANDO CARRIZOSA has been Senior Vice President, International
Operations since January 28, 1989. Mr. Carrizosa was Vice President of
International Operations from January 31, 1988 to January 28, 1989. He joined
Wackenhut de Colombia in 1968 as Manager of Investigations. He was promoted to
Manager of Human Resources, and then to Assistant to the President in 1974. He
moved to Headquarters as a trainee in 1974, and was promoted to Manager of
Latin American Operations, 1980 to 1983; Executive Vice President of Wackenhut
International, 1983 to 1984; and President of Wackenhut International, 1984 to
1988. He is a Director of several subsidiaries and affiliates of the Company.
He received a B.B.A. from Universidad Javeriana in Colombia, and an M.B.A. with
honors from Florida International University in 1976.
ROBERT C. KNEIP is Senior Vice President, Corporate Planning and
Development. He joined the Company in 1982. Mr. Kneip has held various
positions in the Company including Director, Power Generating Services;
Director, Contracts Management; Vice President, Contracts Management; and Vice
President, Planning and Development. Prior to joining the Company, Mr. Kneip
was with the Atomic Energy Commission, the Nuclear Regulatory Commission and
Dravo Utility Constructors, Inc. He received a B.A. (Honors) from the
University of Iowa, and an M.A. and Ph.D. from Tulane University.
JAMES P. ROWAN is Vice President and General Counsel, and Assistant
Secretary of the Company. He joined the Company in 1979 as Assistant General
Counsel, became Associate General Counsel in 1982 and a Vice President in 1986.
He is an attorney admitted to the Bar of the States of Indiana, Iowa and
Michigan. He holds degrees of B.S.C. (Accounting) and J.D. (Law) from the
University of Iowa, and a CPA from the University of Illinois.
GEORGE C. ZOLEY has served as President and a Director of WCC since
it was incorporated in 1988, and Chief Executive Officer since April 1994. Dr.
Zoley was WCC's first employee and was, and continues to be, a major factor
in WCC's development of its privatized correctional and detention
facility business. Dr. Zoley is also a director of each of the entities through
which WCC conducts its international operations. From 1981 through 1988, as
manager, director, and then Vice President of Government Services of Wackenhut
Services, Inc. ("WSI"), Dr. Zoley was responsible for the development of
opportunities in the privatization of government services by WSI. Prior to
joining WSI, Dr. Zoley held various administrative and management positions
for city and county governments in South Florida.
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.
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<PAGE> 11
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.
USE OF PROCEEDS
The Company will not receive any proceeds from the reoffering of
securities by the Selling Stockholders, although the Company is entitled to
receive the exercise price of the options under which the Series B Common Stock
are acquired by the Selling Shareholders. The proceeds received by the Company
on the exercise of the options may be used for general corporate purposes.
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.
8
<PAGE> 12
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.
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
9
<PAGE> 13
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.
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.
10
<PAGE> 14
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 for 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> 15
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> 16
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> <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 Key Employee Long Term Incentive Stock
Plan (incorporated by reference to the Registrant's Registration
Statement on Form S-8 dated May 8, 1995 -- File No. 33-59159).
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:
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-3
<PAGE> 17
(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> 18
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 and Director
GEORGE R. WACKENHUT (Principal Executive Officer)
/s/ DANIEL E. MASON Vice President and Chief
- ---------------------------------------- Financial Officer, Domestic
DANIEL E. MASON Operations (Principal Financial
Officer)
/s/ JUAN D. MIYAR Vice President - Accounting
- ---------------------------------------- Services and Corporate Controller
JUAN D. MIYAR (Principal Accounting Officer)
</TABLE>
II-5
<PAGE> 19
<TABLE>
<CAPTION>
Title
-----
Signature
---------
<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> 20
REGISTRATION NO. 33-59159
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
__________________________________
THE WACKENHUT CORPORATION
4200 WACKENHUT DRIVE, #100
PALM BEACH GARDENS, FLORIDA 33410-4243
II-7
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------- ----------- -----------
<S> <C> <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 Key Employee Long Term
Incentive Stock Plan (incorporated by reference to the
Registrant's Registration Statement on Form S-8 dated
May 8, 1995 -- File No. 33-59159). ---
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-8
<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 900,000 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 1991 Key Employee Long
Term Incentive Stock 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 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.
