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Registration No. __________
As filed with the Securities and Exchange Commission
on July 20, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
CORRECTIONS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 62-1156308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
102 WOODMONT BOULEVARD
SUITE 800
NASHVILLE, TENNESSEE 37205
(Address of Principal Executive Offices)
CORRECTIONS CORPORATION OF AMERICA
1995 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
ELIZABETH ENOCH MOORE
424 CHURCH STREET
SUITE 2800
NASHVILLE, TENNESSEE 37219
(615) 259-1450
(Name, address and telephone number of agent for service)
_______________________
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $38.0000 $38,000,000 $11,020.00
$1.00 par
value
- ---------------------------------------------------------------------------------------
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired, or surrendered options for Common Stock, or pursuant to the
anti-dilution adjustment provisions of the plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported on the New York Stock Exchange
Composite Transactions Tape.
- --------------------------------------------------------------------------------
As permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus, relating to this Registration Statement also covers securities
registered under Registration Statement File Numbers 33-12503, 33-30825,
33-20826, 33-42068, 33-42614, 33-60590 and 33-72496, on Form S-8.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Corrections Corporation of America
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Act of 1934, as amended, (the "Exchange Act") are hereby
incorporated by reference as of their respective dates:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the latest annual meeting of
its stockholders.
(d) The description of the Company's common stock which is
contained in the Company's registration statements filed under Section 12 of
the Exchange Act, including any amendment or reports filed for the purpose of
updating such descriptions.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this 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 supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock issuable under the
Plan has been passed upon for the Company by Stokes & Bartholomew, P.A., 424
Church Street, Suite 2800, Nashville, Tennessee 37219. Samuel W. Bartholomew,
Jr., a principal of Stokes & Bartholomew, P.A., is a director of the Company.
The financial statements of the Company for the year ended December
31, 1994, included in the Company's Report on Form 8-K/A, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said report.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of Delaware, a
corporation may indemnify any of its directors and officers against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding (i) if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) in connection with any criminal action or proceeding if
such person had no reasonable cause to believe such conduct was unlawful. In
actions brought by or in the right of the corporation, however, Section 145
provides 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 for
negligence or misconduct in the performance of such person's duty to the
corporation unless, and only to the extent that, the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
The Company's Certificate of Incorporation provides that no director
of the Company will be personally liable to the Company or any of its
stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director. Such provision does not apply, however, with
respect to any action in which the director would be liable under Section 174
of Title 8 of the General Corporation Law of Delaware, nor does it apply with
respect to the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) for any transaction from which the director derived
an improper personal benefit.
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Article VIII of the Company's bylaws provide that the Company will
indemnify its officers and directors to the fullest extent permitted by the
General Corporation Law of Delaware against any liability, cost or expense
asserted against an officer or director and incurred in connection with any
pending or threatened action, suit or proceeding in which an officer or
director may be involved by reason of his being or having been an officer or
director of the Company.
The Company has obtained insurance, the general effect of which is to
provide (i) coverage for the Company with respect to amounts it is required or
permitted to pay to officers or directors under the indemnification provisions
permitted to pay to officers or directors under the indemnification provisions
of Section 145 of the General Corporation Law of Delaware and the Company's
bylaws, and (ii) coverage for the Company's officer and directors for
liabilities (including certain liabilities under the federal securities laws)
incurred by such persons in their capacities as officers or directors for which
they are not indemnified by the Company.
In addition to such other rights of indemnification that they may have
as directors of the Company or as members of the Committee, the Plan provides
that the members of the Committee will be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any stock incentive granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding
that such Committee member is liable for negligence or misconduct in the
performance of his duties; provided that within sixty days after institution of
any such action, suit or proceeding a Committee member shall in writing offer
the Company the opportunity, at its own expense, to handle and defend the same.
5
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits set forth on the Exhibit Index are furnished pursuant to
item 601 of Regulation S-K and are incorporated herein by reference.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment(s) to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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 forth in the Registration Statement;
(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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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 Plan registered pursuant hereto.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange 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 Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, Corrections
Corporation of America certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 30th day
June, 1995.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
----------------------------------
Doctor R. Crants, Chairman of the
Board and Chief Executive Officer
7
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EXHIBIT INDEX
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No. Description
- --- -----------
<S> <C>
4.1 The Company's Certificate of
Incorporation was filed as an exhibit
to the Company's Registration Statement
on Form S-1, filed August 15, 1986
(file no. 33-80520), and is herein
incorporated by reference.
4.2 The Company's By-Laws, amended and
restated through the date hereof, were
filed as an exhibit to the Company's
Registration Statement on Form S-8,
filed March 16, 1987 (file no. 33-12503),
and are herein incorporated by reference.
4.3 The Corrections Corporation of America
1995 Employee Stock Incentive Plan was
filed as an exhibit to the Company's
Definitive Proxy Statement for Annual
Meeting of Stockholders held May 25, 1995
and is herein incorporated by reference.
5 Opinion of Stokes & Bartholomew, P.A.,
counsel to the Company.
23.1 Consent of Stokes & Bartholomew, P.A.
is included in the opinion filed
as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney.
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EXHIBIT 5
July 19, 1995
Corrections Corporation of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205
Re: Registration Statement on Form S-8 relating to Corrections Corporation
of America 1995 Employee Stock Incentive Plan
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1995 Employee Stock Incentive Plan (the "Plan") filed by you with the
Securities and Exchange Commission covering 1,000,000 shares of common stock,
$1.00 par value ("Common Stock") issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth.
In such examination, we have assumed (i) the genuineness of all
signatures, (ii) the authenticity of all corporate records, documents and
instruments submitted to us as originals, (iii) the conformity to original
documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, (iv) the authenticity of the originals of such
photostatic, certified or conformed copies, and (v) compliance at all times
with the terms of the Plan and the options granted thereunder, by the Company,
its employees, officers, Board of Directors, any committees appointed to
administer the Plan, and the holders of options or shares of stock granted
pursuant to the Plan.
Based upon such examination and in reliance thereon, we are of the
opinion that upon the granting of options under the Plan in accordance with the
terms and conditions thereof, the exercise of such options, and the issuance of
shares in accordance with the terms and conditions of such Plan and such
options, including receipt prior to issuance by the Company of the full
consideration
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Corrections Corporation of America
July 19, 1995
Page 2
for the shares, the shares will be validly issued, fully paid, and
nonassessable shares of Common Stock.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Interests of Named Experts of Counsel" and to the
use of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
STOKES & BARTHOLOMEW, P.A.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 7, 1995,
included in Corrections Corporation of America's Form 8-K/A dated July 10,
1995, and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 18, 1995
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EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Corrections Corporation
of America, hereby severally constitute Doctor R. Crants and Darrell K.
Massengale, and each of them, singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement filed herewith and any
amendments to said Registration Statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Corrections Corporation of America to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Witness our hands and common seals on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
(i) Principal Executive
Officer or Officers
/s/ Doctor R. Crants Chairman of the June 30, 1995
----------------------------- Board and Chief
Doctor R. Crants Executive Officer
(ii) Principal Financial and
Accounting Officer
/s/ Darrell K. Massengale Vice President, June 30, 1995
----------------------------- Finance; Secretary;
Darrell K. Massengale and Treasurer
(principal financial
and accounting officer)
</TABLE>
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(iv) A Majority of the
Board of Directors
<TABLE>
<S> <C> <C>
/s/ Doctor R. Crants Director June 30, 1995
- ------------------------------
Doctor R. Crants
Director June __, 1995
- ------------------------------
Thomas W. Beasley
/s/ Richard H. Fulton Director June 30, 1995
- ------------------------------
Richard H. Fulton
/s/ Samuel W. Bartholomew, Jr. Director June 30, 1995
- ------------------------------
Samuel W. Bartholomew, Jr.
/s/ T. Don Hutto Director June 30, 1995
- ------------------------------
T. Don Hutto
Director June __, 1995
- ------------------------------
William F. Andrews
Director June __, 1995
- ------------------------------
Jean-Pierre Cuny
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