<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1995
Registration No. 33-42068
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Woodmont Boulevard
Nashville, Tennessee 37205
(615) 292-3100
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
CORRECTIONS CORPORATION OF AMERICA
1991 FLEXIBLE STOCK OPTION PLAN
(Full Title of the Plan)
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street
Suite 2800
Nashville, Tennessee 37219
(Name and Address of agent for service)
(615) 259-1450
(Telephone number, including area code, of agent for service)
Pursuant to Rule 416(a) under the Securities Act of 1933, the amount
of securities registered under the Registration Statement shall include an
indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.
Total Sequentially Exhibit Index is on
Numbered Pages: 5 Sequentially Numbered
Page 5
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
----------------------------------------
CORRECTIONS CORPORATION OF AMERICA
----------------------------------------
REGISTRATION COVERS ADDITIONAL SHARES
RESERVED FOR ISSUANCE UNDER THE PLAN
On June 3, 1994, the stockholders of Corrections Corporation of
America (the "Company") authorized an amendment to the Company's 1991 Flexible
Stock Option Plan (the "Plan") increasing the number of shares reserved for
issuance from 300,000 shares of Common Stock, $1.00 par value to 660,000
shares. Accordingly, the Company's Form S-8 Registration Statement (File No.
33-42068) (the "Registration Statement") is hereby amended to confirm the
registration under the Securities Act of 1933 as amended (the "Act") of all
660,000 Common Shares issuable under the Plan. The Registration Statement is
further amended to provide that, pursuant to Rule 416(a) under the Act, the
amount of securities registered under the Registration Statement shall include
an indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Corrections Corporation of America 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 Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Nashville, State of Tennessee, on June 21, 1995.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Doctor R. Crants, Chairman of the Board and
Chief Executive Officer
3
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Doctor R. Crants Chairman of the Board June 21, 1995
- ---------------------------------------- Chief Executive Officer and
Doctor R. Crants Director
(Principal Executive Officer)
/s/ Darrell K. Massengale Vice President, Chief June 21, 1995
- ---------------------------------------- Financial Officer;
Darrell K. Massengale Secretary and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Blake Brock Controller June 21, 1995
- ----------------------------------------
Blake Brock
* Director June 21, 1995
- ----------------------------------------
Thomas W. Beasley
* Director June 21, 1995
- ----------------------------------------
T. Don Hutto
* Director June 21, 1995
- ----------------------------------------
Samuel W. Bartholomew, Jr.
* Director June 21, 1995
- ----------------------------------------
William F. Andrews
* Director June 21, 1995
- ----------------------------------------
Richard H. Fulton
* Director June 21, 1995
- ----------------------------------------
Jean-Pierre Cuny
</TABLE>
Doctor R. Crants and Darrell K. Massengale, by signing their names
hereto, do sign this document on behalf of the persons indicated above pursuant
to the powers of attorney duly executed by such persons and filed as an exhibit
to the Registration Statement.
*By: /s/ Doctor R. Crants By: /s/ Darrell K. Massengale
-------------------------------- -----------------------------
Doctor R. Crants Darrell K. Massengale
Attorney-in-Fact Attorney-in-Fact
4
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CORRECTIONS CORPORATION OF AMERICA
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
No. Description Page Number
- --- ----------- -----------
<S> <C> <C>
4.1* The Company's Certificate of Incorporation was filed as an exhibit N/A
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 hereby, N/A
were filed as an exhibit to the Company's Registration Statement on
Form S-8, filed March 16, 1987 (file No. 33-12504), and are herein
incorporated by reference.
4.3* Amendment No. 1 to the Corrections Corporation of America 1991 N/A
Flexible Stock Option Plan was filed as an exhibit to the Company's
Definitive Proxy Statement for Annual Meeting of Stockholders held
June 3, 1994 and is hereby incorporated by reference.
5* Opinion of Stokes & Bartholomew, P.A. N/A
23.1* Consent of Stokes & Bartholomew, P.A. N/A
23.2* Consent of Arthur Andersen LLP. N/A
24* Powers of Attorney. N/A
</TABLE>
_________________________
*Previously Filed
