<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 15, 1998
REGISTRATION NO. 333-
================================================================================
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 THE COMPANY AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
TENNESSEE 62-1156308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(Address, including Zip Code of
Company's Principal Executive Offices)
------------------------------
CORRECTIONS CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
(Full title of the plan)
------------------------------
Copy to:
Darrell K. Massengale Elizabeth E. Moore, Esq.
Chief Financial Officer Stokes & Bartholomew, P.A.
Corrections Corporation of America 424 Church Street; Suite 2800
10 Burton Hills Boulevard Nashville, Tennessee 37219
Nashville, Tennessee 37215 (615) 259-1450
(615) 263-3000
(Name, address and telephone number,
including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE(1) PRICE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$1.00 par value.... 100,000 $23.75 $2,375,000 $700.63
=====================================================================================================================
</TABLE>
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) OF THE
SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE
COMPANY'S COMMON SHARES AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 13,
1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Corrections
Corporation of America (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by this reference:
(1) The description of the Company's common shares, $1.00 par
value (the "Common Shares"), set forth in the Company's
Registration Statement on Form 8-B filed with the Commission
on July 10, 1997, pursuant to Section 12(b) of the Exchange
Act;
(2) The Company's Annual Report on Form 10-K, for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
Section 13(a) of the Exchange Act; and
(3) The Company's Quarterly Report on Form 10-Q, for the quarter
ended March 31, 1998, filed with the Commission pursuant to
Section 13(a) of the Exchange Act.
In addition, all 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
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed by this reference to be incorporated in this
Registration Statement and to be a part hereof from the date of filing such
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 any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements 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.
The Company's Common Shares registered hereby are included in a class
of securities registered under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Samuel W. Bartholomew, Jr., a shareholder of Stokes & Bartholomew,
P.A., is a director of
<PAGE> 3
the Company. Stokes & Bartholomew, P.A. has rendered an opinion regarding the
legality of the Company's Common Shares registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act (the "TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) the director or officer reasonably believed, in the case of conduct in an
official capacity, that such conduct was in the corporation's best interests,
or, in all other cases, that such conduct was not opposed to the best interests
of the corporation; and (iii) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe his or her conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director or officer was
adjudged liable to the corporation. The TBCA also provides that in connection
with any proceeding charging improper personal benefit to a director or officer,
no indemnification may be made if such director or officer is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the director or officer was a party because
the director or officer is or was a director or officer of a corporation, the
TBCA mandates that the corporation indemnify the director or officer against
reasonable expenses incurred in connection with the proceeding. Notwithstanding
the foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that a director or officer be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, even if such director or officer (i) was adjudged liable to the
corporation in a proceeding by or in the right of the corporation; (ii) was
adjudged liable on the basis that personal benefit was improperly received; or
(iii) breached his or her duty of care to the corporation. The Company's Bylaws
provide that each director and officer of the Company may be indemnified by the
Company to the extent allowed by Tennessee law.
The Company's Charter, as amended, provides that to the fullest extent
permitted by Tennessee law, no director shall be personally liable to the
Company or its shareholders for monetary damages for breach of any fiduciary
duty to the Company. Under the Company's Charter and the TBCA, the Company's
directors are relieved of personal liability to the Company or its shareholders
for monetary damages for breach of fiduciary duty as directors, except for
liability arising from a judgment or other final adjudication establishing (i)
any breach of a director's duty of loyalty, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or
(iii) any unlawful distributions.
The Company also maintains officers' and directors' liability
insurance, which insures against liabilities that the officers and directors of
the Company may incur in such capacities.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Charter of the Company (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form 8-B filed
with the Commission on July 10, 1997).
4.2 By-laws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form 8-B).
4.3 Corrections Corporation of America Non-Employee Directors'
Compensation Plan.
5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of
the Company's Common Shares registered hereby.
23.1 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (Included on the signature pages of this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales of securities
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 of 1933;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424 (b) if, in the aggregate, the changes in volume
and price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
<PAGE> 5
(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.
(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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, 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 this 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.
(5) 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 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 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.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee on this 13th day of July, 1998.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
-------------------------------------
Doctor R. Crants, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints Doctor R. Crants and Darrell K.
Massengale, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Doctor R. Crants Chairman of the Board; Chief July 13, 1998
- -------------------------- Executive Officer; and Director
Doctor R. Crants (Principal Executive Officer)
/s/ Darrell D. Massengale Vice President, Finance; Chief July 13, 1998
- -------------------------- Financial Officer; and Secretary
Darrell D. Massengale (Principal Financial Officer)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Thomas W. Beasley Chairman Emeritus and Director July 13, 1998
- ------------------------------
Thomas W. Beasley
/s/ Joseph F. Johnson Director July 13, 1998
- ------------------------------
Joseph F. Johnson
/s/ Lucius E. Burch, III Director July 13, 1998
- ------------------------------
Lucius E. Burch, III
/s/ R. Clayton McWhorter Director July 13, 1998
- ------------------------------
R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director July 13, 1998
- ------------------------------
Samuel W. Bartholomew, Jr.
/s/ Jean-Pierre Cuny Director July 13, 1998
- ------------------------------
Jean-Pierre Cuny
</TABLE>
<PAGE> 1
Exhibit 4.3
CORRECTIONS CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
RECITALS
WHEREAS, Corrections Corporation of America (the "Company") pays its
Non-Employee Directors (as hereinafter defined) an Annual Retainer (as
hereinafter defined) as partial compensation for their services as directors of
the Company;
WHEREAS, the Board of Directors of the Company has determined it is in
the Company's best interest to encourage equity ownership in the Company by
Non-Employee Directors and to provide them with a further incentive to remain as
directors of the Company by allowing them to elect to receive between 50 and 100
percent of each of their Annual Retainer in shares of the Company's Common
Stock, $1.00 par value per share, (the "Common Stock"); and
WHEREAS, the terms and conditions under which such Non-Employee
Directors may elect to receive such Common Stock are set forth herein.
I. PLAN ADMINISTRATION AND ELIGIBILITY.
A. PURPOSE OF THE PLAN.
The purpose of this Non-Employee Directors' Compensation Plan (the
"Plan") is to encourage equity ownership in the Company by Non-Employee
Directors whose continued services are considered essential to the Company's
continued progress and thus to provide them with a further incentive to remain
as directors of the Company.
B. ADMINISTRATION OF THE PLAN.
The Board of Directors of the Company (the "Board") or any committee of
the Board (the "Committee") that will satisfy Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations
promulgated thereunder, as from time to time may be in effect, including any
successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The
Committee, if such is created, shall consist solely of two or more "non-employee
directors," each of whom shall be appointed by the Board. For purposes of
determining who may serve on the Committee only, a member of the Board shall be
deemed to be a "non-employee director" only if he satisfies such requirements as
the Securities and Exchange Commission may establish for "non-employee
directors" under Rule 16b-3. Members of the Board or the Committee, if such is
created, shall receive no additional compensation for their services in
connection with the administration of the Plan.
The Board or the Committee, if such is created, may adopt such rules or
guidelines as they deem appropriate to implement the Plan. All questions of
interpretation of the Plan or of any shares
<PAGE> 2
issued under it shall be determined by the Board or the Committee, if such is
created, and such determination shall be final and binding upon all persons
having an interest in the Plan. Any or all powers and discretion vested in the
Board or the Committee, if such is created, under this Plan may be exercised by
any subcommittee so authorized by the Board or the Committee, if such is
created, that satisfies the requirements of Rule 16b-3.
C. PARTICIPATION IN THE PLAN.
Each member of the Board who is not an employee of the Company or its
subsidiaries (each, a "Non-Employee Director" or collectively, the "Non-Employee
Directors") shall be eligible to elect to receive up to 100 percent of each of
his Annual Retainer in Common Stock pursuant to the terms and conditions of the
Plan (a "Common Stock Payment"); provided however, that no Non-Employee
Director shall be allowed to request that less than 50% of such director's
Annual Retainer be received in Common Stock.
D. SHARES SUBJECT TO THE PLAN.
The maximum number of shares of the Company's common stock, $1.00 par
value per share (the "Common Stock"),which may be issued under the Plan shall be
100,000. The limitation on the number of shares of Common Stock which may be
issued under the Plan shall be subject to adjustment as provided in Section
III(C) of the Plan.
II. TERMS OF THE PLAN.
A. EFFECTIVE DATE AND DURATION OF THE PLAN.
The Plan shall take effect on June 1, 1998, pending adoption by the
shareholders of the Company at the Company's 1998 Annual Meeting of
Shareholders, and shall terminate only upon action by the Board. The Plan shall
terminate on May 31, 2008, unless earlier terminated by the Board of Directors
of the Company. No Common Stock Payments shall be made after the date on which
the Plan terminates. The applicable terms of the Plan, and any terms and
conditions applicable to the Common Stock Payments made prior to such date,
shall survive termination of the Plan and continue to apply to such Common Stock
Payments.
B. TIME FOR ISSUING SHARES.
No payments shall be made in Common Stock pursuant to the Plan after
the date the Plan is terminated. The applicable terms of this Plan, and any
terms and conditions applicable to the Common Stock issued prior to such date,
shall survive the termination of the Plan and continue to apply to such Common
Stock.
<PAGE> 3
C. TERMS AND CONDITIONS OF THE PLAN.
i. COMPENSATION ALTERNATIVES.
Commencing on June 1, 1998, a Non-Employee Director may make one
election to receive up to 100 percent of his Annual Retainer to be paid for the
year beginning on June 1, 1998, and ending on May 31, 1999 (the "Initial Plan
Year"), in Common Stock. Such election must be in writing and shall be delivered
to the Corporate Secretary of the Company no later than May 25, 1998. This
election shall be irrevocable and shall specify the applicable percentage of the
Annual Retainer that such participant wishes to receive in Common Stock;
provided, however, that no Non-Employee Director shall be allowed to request
that less than 50% of such director's Annual Retainer be received in Common
Stock. Common Stock payments pursuant to this paragraph will be made on July 1,
1998; provided, however, that should a Non-Employee Director fail to make an
election by May 25, 1998, as provided in this paragraph, the Annual Retainer
payable to such director pursuant to this paragraph shall be paid in cash in
quarterly installments paid in advance on the first day of each quarter of the
Initial Plan Year.
For all subsequent years, a Non-Employee Director may make one election
(the "Annual Election") for the period from June 1 of one calendar year to May
31 of the next calendar year (the "Plan Year" or the "Election Period") to
receive up to 100 percent of each of his Annual Retainer in Common Stock. The
Annual Election must be in writing and shall be delivered to the Corporate
Secretary of the Company not later than May 25 of each year. The Annual Election
shall be irrevocable with respect to the Election Period for which it pertains
and shall specify the applicable percentage of the Annual Retainer that such
Non-Employee Director wishes to receive in Common Stock; provided, however, that
no Non-Employee Director shall be allowed to request that less than 50% of such
director's Annual Retainer be received in Common Stock. If a Non-Employee
Director fails to make a timely Annual Election for any Election Period in
accordance herewith, the Annual Retainer payable to such director for such
period shall be paid in cash on the Payment Dates (as hereinafter defined).
ii. PAYMENT OF SHARES.
Payment of the Annual Retainer, whether in the form of Common Stock or
in cash, pursuant to this Plan, shall be made as follows:
(a) The amount of each Non-Employee Director's Annual Retainer to
be paid in Common Stock, if any, shall be annually paid in
advance on June 1 of each Plan Year. The amount to be paid in
cash, if any, shall be prorated and paid quarterly, in equal
amounts, on the Payment Dates (i.e., if the Annual Retainer
for directors is $24,000 for a given Election Period and he or
she elects 50% in Common Stock and 50% in cash, then $12,000
worth of Common Stock will be paid on June 1 and $3,000 in
cash paid on each of June 1, September 1, December 1, and
March 1 of the Plan Year).
(b) The number of shares of Common Stock to be issued in payment
of retainers and
<PAGE> 4
fees that have been denominated in dollars shall be calculated
on the basis of the Fair Market Value (as hereinafter defined)
on the first Business Day preceding the Payment Date as of
which such Common Stock is to be issued.
iii. FORM OF ISSUANCE OF COMMON STOCK.
Common Stock issued under the Plan shall be in either book entry form
or in certificate form pursuant to the instructions given by the Non-Employee
Director to the Company's transfer agent.
iv. FRACTIONS OF SHARES.
The Company shall not issue fractions of shares of Common Stock.
Whenever, under the terms of the Plan, a fractional share of Common Stock would
otherwise be required to be issued, the Non-Employee Director shall be paid in
cash for such fractional share of Common Stock based upon the same Fair Market
Value which was utilized to determine the number of shares of Common Stock to be
issued on the Payment Date.
H. BENEFIT UPON DEATH.
In the event of a Non-Employee Director's death, any and all unpaid
Annual Retainer will be paid in accordance with such Non-Employee Director's
then current Annual Election to his estate, and such person's payments will be
transferable by will or pursuant to laws of descent and distribution applicable
to such person.
III. GENERAL PROVISIONS.
A. ASSIGNMENTS.
The rights and benefits accruing to the Company's Non-Employee
Directors under this Plan may not be assigned by any such director.
B. LIMITATION OF RIGHTS.
Neither the Plan, nor the issuance of any shares of Common Stock nor
any other action taken pursuant to the Plan, shall constitute or be evidence of
any agreement or understanding, express or implied, that the Company will retain
a director for any period of time, or at any particular rate of compensation.
C. SHARE ADJUSTMENT.
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, share split, or other change in the corporate
structure or capitalization affecting the Company's Common Stock, at the time of
such event the Board or the Committee, if such is created, shall make
appropriate adjustments to the number (including the aggregate numbers specified
in Section I (D)
<PAGE> 5
above) and kind of shares to be issued under the Plan.
D. AMENDMENT OF THE PLAN.
The Board shall have the right to amend, modify, suspend or terminate
the Plan at any time for any purpose; provided, that following the initial
approval of the Plan by the Company's shareholders, the Company will seek
shareholder approval for any change to the extent required by applicable law,
regulation or rule or any rule or regulation of the New York Stock Exchange (or
any other applicable national stock exchange).
E. DEFINITIONS.
"Annual Retainer" shall mean the amount of cash compensation to which a
Non-Employee Director will be entitled to receive for serving as a director for
one Plan Year or Election Period, but shall not include reimbursement for
expenses, Meeting Fees, fees associated with service on any committee of the
Board or fees with respect to any other services to be provided to the Company.
"Business Day" shall mean, if relevant to a determination of the value
of Common Stock, a day on which shares of Common Stock are or could be traded on
the New York Stock Exchange (or other national stock exchange, or if not so
listed, could be traded over-the-counter). In all other cases, the term shall
mean a day on which the offices of the Company are open for the conduct of
business in the normal course.
"Fair Market Value" shall be the mean of the highest and lowest selling
prices for the Common Stock on the New York Stock Exchange on the date in
question, as reported in The Wall Street Journal, or if no sales of Common Stock
were made on that date, the mean of the highest and lowest prices of the Common
Stock on the first preceding day on which sales were made.
"Meeting Fees" shall mean the amount to which a Non-Employee Director
will be entitled to receive for attending meetings, whether annual or special,
of the Board and of any committee of the Board on which the Non-Employee
Director serves, or for any other fees to be paid to the members of the Board,
but shall not include reimbursement for expenses.
"Payment Date" shall mean June 1, September 1, December 1 and March 1
of any Election Period, or if any such day is not a Business Day, on the first
Business Day following such day.
F. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance with
such rule (or any successor provision), the provision shall be deemed null and
void, and the remaining provisions of the Plan shall continue in full force and
effect. All transactions under this Plan shall be executed in accordance with
the requirements of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. The Board or the Committee, if such is created, may, in
its sole discretion, modify the terms and conditions of this Plan in response to
and consistent with any changes in applicable law,
<PAGE> 6
rule or regulation.
G. NOTICE.
Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Corporate Secretary of the Company and shall
become effective when it is received by the Corporate Secretary.
H. GOVERNING LAW.
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Tennessee and construed
accordingly.
<PAGE> 1
Exhibit 5
July 10, 1998
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Corrections Corporation of America
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Corrections Corporation of America (the
"Company") in the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") relating to the Company's Non-Employee Directors'
Compensation Plan (the "Plan") filed by the Company with the Securities and
Exchange Commission covering 100,000 shares (the "Shares") of common stock,
$1.00 par value per share, issuable pursuant to the Plan.
As counsel to the Company, we have examined original, photostatic or
certified copies of the following documents: (i) the Registration Statement,
(ii) the Company's Charter, (iii) the Company's By-laws, (iv) the Plan, (v)
certificates of the Company's officers and excerpts of minutes of meetings of
the Board of Directors, (vi) the Company's Registration Statement on Form 8-B
previously filed by the Company with the Securities and Exchange Commission (the
"Commission") on July 10, 1997, and (vii) such other instruments, agreements,
and certificates as we have deemed necessary or appropriate.
In performing our examination, we have assumed without inquiry the
genuineness of all signatures appearing on all documents, the legal capacity of
all persons signing such documents, the authenticity of all documents submitted
to us as originals, the conformity with originals of all documents submitted to
us as copies, the accuracy and completeness of all corporate records made
available to us by the Company, and the truth and accuracy of all facts set
forth in all certificates provided to or examined by us. We have also assumed
that all Shares issued pursuant to the Plan will be issued for consideration
deemed to be adequate by the Company's Board of Directors. We have relied as to
certain factual matters on representations made to us by officers of the
Company.
<PAGE> 2
Corrections Corporation of America
July 10, 1998
Page 2
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold pursuant to the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Tennessee
and the federal laws of the United States of America. We express no opinion as
to matters governed by the laws of any other jurisdiction. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the Company
or changes in existing law. The opinions expressed herein are rendered as of the
date hereof, and we do not undertake to advise you of any changes after the date
hereof in the law or the facts presently in effect that would alter the scope or
substance of the opinion herein expressed.
This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, or a warranty that a court considering such matters
would not rule in a manner contrary to the opinion set forth above.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
STOKES & BARTHOLOMEW, P.A.
/s/ STOKES & BARTHOLOMEW, P.A.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Corrections Corporation
of America of our report dated February 16, 1998 included in Corrections
Corporation of America and Subsidiaries Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 9, 1998
