<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
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)
<TABLE>
<S> <C>
FLORIDA 59-0857245
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
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)
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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)
</TABLE>
COPIES OF ALL COMMUNICATIONS TO:
BRADLEY D. HOUSER, 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 (3) 1,000,000 23.21875 (2) 23,218,750 $6,850
=========================================================================================================================
</TABLE>
<PAGE> 2
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended (the "Securities Act"). The proposed Maximum Offering Price is
based on the average of the high and low prices of shares of Series B
Common Stock as reported on the New York Stock Exchange on February
10, 1998 of $23.21875 per share.
(3) Includes the aggregate number of shares purchased or purchasable with
employer or employee contributions under the Plans during the next two
years.
Total Number of Sequentially Numbered Pages: _____
Exhibit Index on Sequentially Numbered Page: ______
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in The Wackenhut Corporation Employee
Stock Purchase Plan (the "Plan"), as specified by Rule 428 (b) (1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
2
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the
Commission are incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for
the thirteen weeks ended March 30, 1997, the
thirteen weeks ended June 29, 1997 and the thirteen
weeks ended September 28, 1997.
(c) The description of the Registrant's Series B 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 and the
Plan if necessary 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.
The Company shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request of such person,
a copy of any or all documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, The Wackenhut Corporation, 4200 Wackenhut Drive #100, Palm Beach
Gardens, Florida 33410-4243, telephone number (561) 622-5656.
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 Registrant, by
reason of the fact that he is or was a director, officer, employee,
3
<PAGE> 5
or agent of the Registrant or is or was serving at the request of the
Registrant 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, in the best interests of the Registrant, 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 of the Registrant, 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, suit
or proceeding in which such person 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
4
<PAGE> 6
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).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- The Wackenhut Corporation Employee Stock Purchase 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:
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.
5
<PAGE> 7
(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.
6
<PAGE> 8
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 February, 1998.
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 February 11, 1998.
7
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ George R. Wackenhut
- ------------------------------------------------- Chairman of the Board, Chief Executive Officer and
GEORGE R. WACKENHUT Director (Principal Executive Officer)
/s/ Philip L. Maslowe
- ------------------------------------------------- Senior Vice President - Finance and Chief Financial
PHILIP L. MASLOWE Officer (Principal Financial Officer)
/s/ Juan D. Miyar
- ------------------------------------------------- Vice President and Corporate Controller (Principal
JUAN D. MIYAR Accounting Officer)
/s/ Julius W. Becton, Jr.
- ------------------------------------------------- Director
JULIUS W. BECTON, JR.
/s/ Richard G. Capen, Jr.
- ------------------------------------------------- Director
RICHARD G. CAPEN, JR.
/s/ Anne N. Foreman
- ------------------------------------------------- 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/ Richard R. Wackenhut
- ------------------------------------------------- Director
RICHARD R. WACKENHUT
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Carroll A. Campbell, Jr.
- -------------------------------------------------
CARROLL A. CAMPBELL, JR. Director
</TABLE>
9
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT INDEX
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). ---
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- The Wackenhut Corporation Employee Stock Purchase 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>
10
<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
February 17, 1998
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 1,000,000 shares of the Company's
common stock, par value $.01 per share (the "Shares") pursuant to The Wackenhut
Corporation Employee Stock Purchase Plan (the "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
2
<PAGE> 2
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 3
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
CONTENTS
SECTION PAGE
SUBSCRIPTION AGREEMENT FORM
ARTICLE I. THE PLAN
1.1 Establishment of the Plan............................1
1.2 Applicability of the Plan............................1
1.3 Purpose of the Plan..................................1
ARTICLE II. DEFINITIONS
2.1 Affiliate............................................1
2.2 Beneficiary..........................................1
2.3 Board................................................1
2.4 Closing Price........................................1
2.5 Code.................................................1
2.6 Common Stock.........................................1
2.7 Company..............................................1
2.8 Compensation.........................................1
2.9 Contribution Account.................................1
2.10 Effective Date.......................................1
2.11 Employee.............................................2
2.12 Employer.............................................2
2.13 Exercise Date........................................2
2.14 Grant................................................2
2.15 Issue Price..........................................2
2.16 Member...............................................2
2.17 Participation Period.................................2
2.18 Plan.................................................2
2.19 Plan Administrator...................................2
2.20 Trading Date.........................................2
ARTICLE III. ELIGIBILITY
3.1 Eligibility..........................................2
3.2 Enrollment...........................................2
3.3 Termination of Plan Participation....................3
ARTICLE IV. AVAILABLE STOCK
4.1 In General...........................................3
4.2 Changes in Corporate Capitalization..................3
4.3 Dissolution, Merger, and
Consolidation......................................4
ARTICLE V. PURCHASING COMMON STOCK
5.1 Member's Accounts....................................4
5.2 Employee Contributions...............................4
5.3 Stock Purchase.......................................4
ARTICLE VI. AMENDMENT AND TERMINATION
6.1 Amendment............................................5
6.2 Termination..........................................5
ARTICLE VII. GENERAL PROVISIONS
7.1 Administration.......................................5
7.2 Shareholder Approval.................................5
7.3 Rights Not Transferrable.............................5
7.4 Shareholder Rights...................................5
7.5 No Contract of Employment............................6
7.6 Tax Withholding......................................6
7.7 Application of Funds.................................6
7.8 Applicable Law.......................................6
7.9 Severability.........................................6
NOTICE OF WITHDRAWAL FORM.................................Inside Back Cover
<PAGE> 4
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
================================================================================
DATE: __________________
[ ] ORIGINAL ELECTION
[ ] CHANGE IN PAYROLL DEDUCTION AMOUNT
[ ] CHANGE OF BENEFICIARY(IES)
1. I, _________________________________, hereby elect to participate in The
Wackenhut Corporation Employee Stock Purchase Plan (the "Plan"), effective with
the next beginning Participation Period, and hereby subscribe to purchase The
Wackenhut Corporation's (TWC) B Series common shares ("Common Shares") in
accordance with this SUBSCRIPTION AGREEMENT and the Plan.
2. I elect to have contributions in the amount of ___________ percent (___%) of
my compensation applied to these purchases. I understand that this amount must
not be less than one percent (1%), and not more than ten percent (10%), of my
compensation, and that fractional percentages are not permitted.
3. I hereby authorize payroll deductions from each paycheck, at the rate stated
in Section 2 of this SUBSCRIPTION AGREEMENT. I understand that all payroll
deductions made by me shall be credited to my account under the Plan and that I
may not make any additional payments into such account. I understand that all
payments made by me shall be accumulated for the purchase of Common Shares at
the applicable purchase price determined in accordance with the Plan.
I further understand that, except as otherwise set forth in the Plan, shares
will be purchased for me automatically on the purchase date of the Participation
Period unless I otherwise withdraw from the Plan by giving written notice in
accordance with the Plan to TWC for such purpose.
4. I understand that I may discontinue my participation in the Plan at any time
prior to the purchase date and that unless I discontinue my participation in the
Plan, my participation will continue automatically in succeeding Participation
Periods.
I also understand that, during a predetermined contribution period, I may
increase or decrease the rate of my contributions by completing and filing with
TWC's Human Resources Department a new SUBSCRIPTION AGREEMENT.
5. I have received a copy of TWC's most recent Disclosure Document, including a
description of the Plan, and a complete copy of The Wackenhut Corporation
Employee Stock Purchase Plan.
I understand that my participation in the Plan is in all respects subject to
the terms of the Plan.
6. I confirm that I am employed a minimum of twenty (20) hours per week and over
five (5) months of the year with the Company.
7. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:
Print Name:_______________________________ Relationship:_____________________
(First) (Middle) (Last)
Address:__________________________________
Print Name:_______________________________ Relationship:_____________________
(First) (Middle) (Last)
Address:___________________________________
<PAGE> 5
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT (CONTINUED)
================================================================================
7. I understand that if I dispose of any shares purchased by me pursuant to the
Plan within two (2) years after the offering date (the first day of the
Participation Period during which I purchased such shares) or within one (1)
year after the last day of that Participation Period (the purchase date), I will
be treated for federal income tax purposes as having received ordinary income at
the time of such disposition to the extent that the fair market value of the
shares on the purchase date is greater than the purchase price, even if no gain
is realized on the sale or gratuitous transfer. The difference, if any, between
the proceeds of a sale, and the fair market value of the shares on the purchase
date is a capital gain or loss (long-term or short-term, depending on whether
the shares were held for more than one year).
TWC may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to TWC any tax deductions or benefits
attributable to the sale or early disposition of Common Shares by me.
8. If I dispose of such shares at any time after expiration of the two (2) year
and one (1) year holding periods, I understand that I will be treated for
federal income tax purposes as having received ordinary income to the extent of
the lesser of
(i.) the amount, if any, by which the fair market value of the shares exceeds
the purchase price at the beginning of the relevant Participation Period
(computing the purchase price as if the purchase date was the beginning
date of the relevant Participation Period), or
(ii.) the actual gain (the amount, if any, by which the fair market value of the
shares on the date of sale, gift or death, exceeds the purchase price).
Any further gain is taxed as long-term capital gains. If the shares are sold
and the sale price is less than the purchase price, there is no ordinary income
and I will have a long-term capital loss equal to the difference between the
sale price and the purchase price.
I UNDERSTAND THAT THIS TAX SUMMARY IS ONLY A SUMMARY AND IS SUBJECT TO
CHANGE.
9. I hereby agree to be bound by the terms of the Plan. The effectiveness of
this SUBSCRIPTION AGREEMENT is dependent upon my eligibility to participate in
the Plan.
10. Capitalized terms not defined herein have the meanings given to them in the
Plan.
EMPLOYEE SIGNATURE:____________________________________________________________
PRINT NAME:____________________________________________________________________
SOCIAL SECURITY NUMBER:________________________________________________________
DATE:_______________________________________
SPOUSE'S SIGNATURE (necessary if beneficiary is not spouse):
SIGNATURE:_____________________________________________________________________
PRINT NAME:____________________________________________________________________
DATE:_______________________________________
<PAGE> 6
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
ARTICLE I. THE PLAN
- -------------------
1.1 ESTABLISHMENT OF THE PLAN
The Wackenhut Corporation (the "Company") hereby establishes a stock purchase
plan, effective as of the date specified in section 2.10. This plan shall be
known as The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan").
1.2 APPLICABILITY OF THE PLAN
The provisions of this Plan apply only to eligible individuals who are Employees
of the Company or a participating Affiliate on or after the Effective Date.
1.3 PURPOSE OF THE PLAN
The purpose of the Plan is to provide employees of the Company and participating
Affiliates with an opportunity to purchase Common Stock of the Company through
payroll deductions. It is the intention of the Company to have the Plan qualify
as an employee stock purchase plan under section 423 of the Internal Revenue
Code of 1986. Accordingly, the Plan shall be construed in a manner consistent
with the requirements of such section.
ARTICLE II. DEFINITIONS
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Whenever used in this 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 AFFILIATE
Affiliate means any present or future corporation which is a "subsidiary
corporation" within the meaning of Code section 424(f).
2.2 BENEFICIARY
Beneficiary means the person designated by a Member to receive any benefits
payable on behalf of the Member after his or her death under section 3.3(b).
This designation shall be made on the enrollment form described in section 3.2,
and may be changed by the Member at any time by written notice to the Plan
Administrator. If the Member dies without having designated a Beneficiary, or if
the Beneficiary designated by the Member is not living at the time of the
Member's death, the Member's Beneficiary shall be his or her estate.
2.3 BOARD
Board means the Company's Board of Directors.
2.4 CLOSING PRICE
Closing Price, as of any applicable date, means the closing bid price for a
share of Common Stock--
(a) as reported on the National Association of Securities Dealers Automated
Quotation System; or
(b) if the Common Stock is traded on a stock exchange, the closing price on the
principal exchange on which the Common Stock is traded.
2.5 CODE
Code means the Internal Revenue Code of 1986, as amended, or as it may be
amended from time to time. A reference to a particular section of the Code shall
also be deemed to refer to the regulations under such section.
2.6 COMMON STOCK
Common Stock means the "B Series" common stock of the Company.
2.7 COMPANY
Company means The Wackenhut Corporation.
2.8 COMPENSATION
Compensation means a Member's regular straight-time earnings, excluding payments
for overtime, shift differential, bonuses, commissions, and other special
payments.
2.9 CONTRIBUTION ACCOUNT
Contribution Account means the bookkeeping account established on behalf of each
Member under section 5.1.
2.10 EFFECTIVE DATE
Effective Date means the first day of the calendar quarter coinciding with or
next following the approval of this Plan by the shareholders and the completion
of registration process required under the Securities Act of 1933.
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<PAGE> 7
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
2.11 EMPLOYEE
Employee means each person employed by an Employer except--
(a) employees who customarily work fewer than 20 hours per week; or
(b) employees who customarily work fewer than five months per year.
2.12 EMPLOYER
Employer means the Company and each Affiliate which elects to become a party to
the Plan with the approval of the Board. Initially, the Employer shall include
the Company and each United States Affiliate except Wackenhut Corrections
Corporation.
2.13 EXERCISE DATE
Exercise Date means the last Trading Date of the applicable Participation
Period.
2.14 GRANT
Grant means a right allowed under this Plan to Employees to purchase shares of
Common Stock under the Plan.
2.15 ISSUE PRICE
Issue Price means, for any Participation Period, 90 percent of the Closing Price
for the last Trading Date of the applicable Participation Period.
2.16 MEMBER
Member means any Employee who has elected to participate in the Plan under
section 3.2 and who has a balance in his or her Contribution Account.
2.17 PARTICIPATION PERIOD
Participation Period means each calendar quarter beginning January 1, April 1,
July 1, and October 1.
2.18 PLAN
Plan means The Wackenhut Corporation Employee Stock Purchase Plan, as amended
from time to time.
2.19 PLAN ADMINISTRATOR
Plan Administrator means the Company.
2.20 TRADING DATE
Trading Date means a date on which stocks in the United States are traded on the
New York Stock Exchange, regardless of whether any Common Stock is actually
traded on such date.
ARTICLE III. ELIGIBILITY
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3.1 ELIGIBILITY
Each Employee shall be eligible to participate in the Plan as of the later of--
(a) the first day of the Participation Period which begins on or after the
Employee's completion of 12 months of service with the Employer; or
(b) the Effective Date.
Notwithstanding the above, no Employee shall be a Member for a Participation
Period if, immediately after the end of such Participation Period, the Employee
would own stock and/or hold outstanding Grants to purchase stock, possessing 5
percent or more of the total combined voting power or value of all classes of
stock of the Company and its Affiliates. For purposes of this section, the
attribution rules of Code section 424(d) shall apply in determining stock
ownership of any Employee.
3.2 ENROLLMENT
An eligible Employee may become a Member by enrolling in the Plan as of the
first day of the earliest Participation Period determined under section 3.1
above, or as of the first day of any subsequent Participation Period (provided
he or she is still an eligible Employee). An eligible Employee shall enroll as
of the first day of any such Participation Period by completing an enrollment
form at a time, and in a manner, prescribed by the Plan Administrator.
This enrollment form shall authorize a regular payroll deduction from the
Employee's Compensation for the applicable Participation Period. This payroll
deduction shall be specified as either a--
(a) percentage of the Member's Compensation, ranging from 1 percent to 10
percent, as elected by the Member; or
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<PAGE> 8
(b) a stated dollar amount to be deducted during each pay period within the
Participation Period (which must also be between 1 percent and 10 percent
of Compensation), as elected by the Member.
3.3 TERMINATION OF PLAN PARTICIPATION
(a) TERMINATION OF EMPLOYMENT. Except as otherwise provided in subsection (b),
a Member who terminates employment during a Participation Period shall be
deemed to have discontinued participation on the first day after such
Participation Period. Any contributions held in the Member's Contribution
Account will be used to purchase Common Stock on the last day of such
Participation Period. Certificates for shares of Common Stock credited to
the Member under the Plan shall be distributed upon the Member's request of
the Plan Administrator as soon as practicable following the Member's
termination of employment. Alternatively, the Member may either continue to
hold such certificate in an account described in section 5.3(c) or request
the sale of all or part of the shares represented by such certificate and a
corresponding cash distribution.
(b) DEATH. If a Member dies during a Participation Period, any contributions
held in the Member's Contribution Account will be used to purchase Common
Stock on the last day of such Participation Period. Certificates for shares
of Common Stock credited to the Member under the Plan shall be distributed
to the Beneficiary upon the Beneficiary's request of the Plan Administrator
as soon as practicable following the Member's death. Alternatively, the
Member's Beneficiary may either continue to hold such certificate in an
account described in section 5.3(c) or request the sale of all or part of
the shares represented by such certificate and a corresponding cash
distribution.
(c) LEAVES OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a Member begins a
leave of absence, is transferred to a nonparticipating Affiliate, or
transfers into a position with an Employer where he or she no longer
qualifies as an Employee under section 2.11, payroll deductions on behalf
of such Member shall cease. The Contribution Account standing to the credit
of the Member at the time of such leave or transfer shall be used to
purchase Common Stock on the last day of the Participation Period in which
such leave begins or such transfer occurs.
However, a Member on a leave of absence from an Employer shall be deemed to
terminate his or her participation in the Plan at the close of business on the
day following the 90th day of leave, unless the Member has returned to regular
employment with the Employer before such day. If the Member's employment is
terminated under this paragraph, the Member shall be subject to subsection (a)
above.
ARTICLE IV. AVAILABLE STOCK
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4.1 IN GENERAL
Subject to sections 4.2 and 4.3, 1,000,000 shares of Common Stock shall be
available for purchase by Members under this Plan. These shares may be
authorized and unissued shares or may be shares issued and subsequently acquired
by the Company. If a Grant under the Plan expires or terminates for any reason
without having been exercised in whole or in part, the shares subject to such
Grant that are not purchased shall again be available for subsequent Grants
under the Plan.
If the total number of shares of Common Stock to be purchased on an Exercise
Date exceeds the maximum number of shares available for the Participation
Period, the Plan Administrator shall make a pro rata allocation of the shares
available on the basis of the amounts credited to the Members respective
Contribution Accounts. Any balance remaining in a Contribution Account after
such allocation shall be distributed to the Member as soon as practicable.
4.2 CHANGES IN CORPORATE CAPITALIZATION
The number of shares of Common Stock available under the Plan, the number of
shares of Common Stock that are subject to each outstanding Grant, and the Issue
Price per share of Common Stock may be appropriately adjusted as the Board may
determine for any increase or decrease in the number of shares of issued Common
Stock resulting from any stock dividend, stock split, combination of shares,
recapitalization, or other change in the Company's capitalization. Adjustments
shall be made
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<PAGE> 9
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
according to the sole discretion of the Board, and its decision shall be final
and binding.
4.3 DISSOLUTION, MERGER, AND CONSOLIDATION
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Member who holds a Grant under the Plan shall be entitled to
receive as of the next Exercise Date the same cash, securities, and/or other
property which a holder of Common Stock was entitled to upon and at the time of
such transaction. The Board shall take such steps in connection with these
transactions as the Board deems necessary or appropriate to assure that the
provisions of this section shall be applicable, as nearly as reasonably may be
determined, in relation to the cash, securities, and/or property which the
holder of the Grant may thereafter be entitled to receive.
ARTICLE V. PURCHASING COMMON STOCK
- ----------------------------------
5.1 MEMBER'S ACCOUNTS
The Plan Administrator shall establish a Contribution Account in the name of
each Member. The payroll deductions authorized by the Member under section 5.2
below shall be credited to such Contribution Account, without interest, until
such cash is used to purchase Common Stock in accordance with section 5.3. All
contributions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such Contributions.
5.2 EMPLOYEE CONTRIBUTIONS
(a) PAYROLL DEDUCTION. An eligible Employee may become a Member for a
Participation Period by submitting an enrollment form which authorizes a
payroll deduction to purchase Common Stock for such Participation Period.
The payroll deduction shall be a specified dollar amount per pay period
(equal to at least 1 percent, but not to exceed 10 percent, of the
Employee's Compensation) or in any whole percentage of the Employee's pay
period Compensation from 1 percent to 10 percent. This enrollment form
shall be submitted by the Employee before the beginning of the applicable
Participation Period by a date, and in a manner, determined by the Plan
Administrator.
(b) ELECTION CHANGES. The payroll deduction amount elected by the Member may
not be revised during the Participation Period. Additionally, such election
shall remain in effect throughout each subsequent Participation Period
unless amended before such Participation Period by the Member's filing of
the appropriate form (Subscription Agreement) with the Plan Administrator
at a time, and in a manner, determined by the Plan Administrator.
5.3 STOCK PURCHASE
(a) GENERAL RULE. Except as provided in sections 4.1 and 5.3(b), each Grant
shall be exercised automatically on the Exercise Date to purchase shares of
Common Stock which equals the balance in the Member's Contribution Account
on such Exercise Date divided by the Issue Price. All shares purchased
shall be maintained in a separate account for each participant. Fractional
shares will be allocated to the participant's account under the plan.
(b) CALENDAR YEAR LIMIT. Notwithstanding any provision in this Plan to the
contrary, no Grant may be allowed that would permit the Member to accrue
rights to purchase Common Stock under this Plan and any other employee
stock purchase plan of the Company or an Affiliate that is qualified under
Code section 423 at a rate which exceeds $25,000 of fair market value of
such stock (determined at the time the Grant is allowed) for each calendar
year in which the Grant is outstanding. Any Grant allowed under the Plan
shall be deemed to be modified to the extent necessary to satisfy this
subsection (b).
(c) STOCK CERTIFICATES. As soon as reasonably practicable following the
Exercise Date, Common Shares purchased under subsection (a) above shall be
credited to an account in the Participant's name at the offices of the
transfer agent designated by the Plan Administrator. Physical delivery of
the Common Stock certificates shall not be required.
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<PAGE> 10
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
ARTICLE VI. AMENDMENT AND TERMINATION
- -------------------------------------
6.1 AMENDMENT
The Board may amend the Plan at any time. However, no amendment may--
(a) adversely affect any Grant that was allowed before the adoption date of
such amendment;
(b) increase the aggregate number of shares which may be issued under the Plan
(except an increase occurring under section 4.2 relating to changes in the
Company's capitalization) without shareholder approval; or
(c) change the definition of Employer as set forth in section 2.12 without
shareholder approval.
If shareholder approval for an amendment is required under subsection (b) or
(c), such approval must be obtained within 12 months after the date the
amendment is approved by the Board.
6.2 TERMINATION
The Board may terminate the Plan at any time. Additionally, except as provided
in section 4.1, the Plan shall be terminated by the Board if the number of
shares of Common Stock authorized for purposes of the Plan is not sufficient to
meet the purchase requirements.
If the Plan is terminated, the Plan Administrator shall give notice to affected
Members, terminate all payroll deductions, and pay to the Members any balances
remaining in their Contribution Accounts as soon as practicable following such
termination.
ARTICLE VII. GENERAL PROVISIONS
- -------------------------------
7.1 ADMINISTRATION
The Plan Administrator shall be responsible for the administration of the Plan.
The Plan Administrator shall have the authority--
(a) to establish rules and procedures for the administration of the Plan which
are not inconsistent with the provisions hereof;
(b) to interpret the terms and provisions of the Plan and determine all
questions arising under the Plan; and
(c) to delegate to the appropriate individuals the authority to administer the
Plan and keep records of individual Member benefits.
In carrying out its responsibilities, the Plan Administrator shall not
discriminate in favor of or against any Member. Each eligible Employee shall
have the same rights and privileges under the Plan, except that the amount of
Common Stock which may be purchased under Grants allowed under the Plan shall
bear a uniform relationship to the elected percentage of Compensation of such
Employees.
In carrying out its responsibilities, the Plan Administrator shall have the
utmost discretion permitted by law. Also, to the extent permitted by law, all
findings of fact, determinations, interpretations, and decisions of the Plan
Administrator shall be conclusive and binding upon all persons.
7.2 SHAREHOLDER APPROVAL
The Plan is subject to the approval by the holders of a majority of the
outstanding shares of the Series A Common Stock within 12 months before or after
the date this Plan is adopted by the Board. Such was granted by the shareholders
at the annual shareholders meeting April 29, 1997.
7.3 RIGHTS NOT TRANSFERRABLE
Rights and Grants allowed under the Plan may not be transferred by the Member
except by will or by the laws of descent and distribution. Additionally, no
Grant shall be subject to execution, attachment, or similar process. Any attempt
to assign, transfer, or attach a Grant under this Plan shall be null and void. A
Grant may be exercised only by the Member (or by the Member's legal
representative if permitted under Code section 423) during his or her lifetime.
7.4 SHAREHOLDER RIGHTS
A Member shall not have any rights as a shareholder with respect to Common Stock
issuable pursuant to the exercise of a Grant under this Plan until a certificate
for such shares of Common Stock are issued to him or her or the Company reflects
the Member's ownership in its stock ledger or other appropriate record of Common
Stock ownership.
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<PAGE> 11
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
================================================================================
7.5 NO CONTRACT OF EMPLOYMENT
Nothing contained in the Plan shall be deemed to give any Employee the right to
be retained in the service of the Company or an Affiliate, or to interfere with
the right of the Company or an Affiliate to discharge or retire any Employee at
any time.
7.6 TAX WITHHOLDING
The Plan Administrator may make appropriate withholding of federal, state, and
local income taxes from a Member's Compensation to the extent that the Plan
Administrator deems such withholding to be necessary under applicable law.
7.7 APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock under this
Plan will be used for general corporate purposes.
7.8 APPLICABLE LAW
The obligations of the Company to sell and deliver Common Stock under the Plan
shall be subject to all applicable laws, regulations, rules, and approvals,
including, but not limited to, the effectiveness of a registration statement
under the Securities Act of 1933 if deemed necessary or appropriate by the
Company. Questions relating to the validity, construction, and administration of
the Plan shall be determined under the laws of the State of Florida to the
extent that such laws are not superseded by applicable federal law.
7.9 SEVERABILITY
If a provision of this Plan is illegal or invalid, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included in this Plan.
In Witness Whereof, the authorized officers of the Company have signed this
document and have affixed the corporate seal on January 27, 1998.
The Wackenhut Corporation
By: /s/ T. Mayotte
--------------------------------
T. Mayotte, Treasury
Attest:
/s/ James P. Rowan
- --------------------------------
James P. Rowan, Secretary
(Corporate Seal)
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<PAGE> 12
THE WACKENHUT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
I, ______________________________________, hereby elect to withdraw from
participation in The Wackenhut Corporations Employee Stock Purchase Plan (the
"Plan"). This withdrawal covers all contributions credited to my account and is
effective as of the last day of the calendar quarter in which the Plan
Administrator receives this Notice of Withdrawal.
I understand that all contributions to my account in the Participation Period in
which the withdrawal is effective shall be used to purchase Common Stock on the
last day of the Participation Period.
I understand that my option for the next Participation Period will automatically
terminate, and that no further contributions for the purchase of shares can be
made by me under the plan.
I understand that I may not participate again in the plan until the
Participation Period beginning one (1) year after the end of the Participation
Period in progress on the date hereof.
I understand that I will be able to participate in succeeding Participation
Periods under the Plan only by delivering to The Wackenhut Corporation a new
SUBSCRIPTION AGREEMENT, assuming I am then eligible for participation.
Dated:______________________
---------------------------------------
Signature of employee
---------------------------------------
Print name
---------------------------------------
Social Security Number
<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 10, 1997 included in The Wackenhut Corporation's Form 10-K for the year
ended December 29, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida
February 11, 1998
