<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999
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 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)
KEY EMPLOYEE LONG TERM INCENTIVE STOCK PLAN
(Full Title of the Plan)
TIMOTHY HOWARD, 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
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 shares $19.59375(2) $17,634,375 $4,902.36
=========================================================================================================================
</TABLE>
(1) Includes shares authorized for issuance under The Wackenhut Corporation
Key Employee Long Term Incentive Stock Plan (the "Plan").
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
The Proposed Maximum Offering Price is based on the average of the
high and low prices on the New York Stock Exchange on June 7, 1999.
Total Number of Sequentially Numbered Pages _____
Exhibit Index on Sequentially Numbered Page _____
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Key
Employee Long Term Incentive Stock 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.
<PAGE> 3
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 January 3, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended April 4, 1999.
(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 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
<PAGE> 4
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 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.
<PAGE> 5
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) 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
<PAGE> 6
(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.
<PAGE> 7
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 14th day of June, 1999.
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 Timothy Howard 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 June 14, 1999.
SIGNATURE TITLE
--------- -----
/s/ George R. Wackenhut
- -------------------------------------
GEORGE R. WACKENHUT Chairman of the Board, Chief Executive
Officer and Director (Principal
Executive Officer)
/s/ Philip L. Maslowe
- -------------------------------------
PHILIP L. MASLOWE Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer)
/s/ Juan D. Miyar
- -------------------------------------
JUAN D. MIYAR Vice President - Accounting Services
and Corporate Controller (Principal
Accounting Officer)
/s/ Julius R. Becton, Jr.
- -------------------------------------
JULIUS R. BECTON, JR. Director
<PAGE> 8
SIGNATURE TITLE
--------- -----
/s/ Alan B. Bernstein
- -------------------------------------
ALAN B. BERNSTEIN Director
/s/ Carroll A. Campbell
- -------------------------------------
CARROLL A. CAMPBELL Director
/s/ Benjamin Civiletti
- -------------------------------------
BENJAMIN CIVILETTI Director
/s/ Anne N. Foreman
- -------------------------------------
ANNE N. FOREMAN Director
/s/ Edward L. Hennessy, Jr.
- -------------------------------------
EDWARD L. HENNESSY, JR. Director
/s/ Paul X. Kelley
- -------------------------------------
PAUL X. KELLEY Director
/s/ Nancy Clark Reynolds
- -------------------------------------
NANCY CLARK REYNOLDS Director
/s/ John Ruffle
- -------------------------------------
JOHN RUFFLE Director
/s/ Thomas P. Stafford
- -------------------------------------
THOMAS P. STAFFORD Director
/s/ Richard R. Wackenhut
- -------------------------------------
RICHARD R. WACKENHUT Director
<PAGE> 9
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>
<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
June 14, 1999
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 $.01 per share (the "Shares") pursuant to the exercise of stock options
granted under The Wackenhut Corporation Key Employee Long Term Incentive Stock
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 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 19, 1999 included in The Wackenhut Corporation's Form 10-K for the
fiscal year ended January 3, 1999 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
June 14, 1999.
