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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JANUARY 29, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORRECTIONS CORPORATION OF AMERICA
(Exact name of the registrant as specified in its charter)
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TENNESSEE 62-1156308
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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10 BURTON HILLS BOULEVARD
NASHVILLE, TENNESSEE 37215
(Address, including Zip Code, of
Principal Executive Offices)
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CORRECTIONS CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
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DARRELL K. MASSENGALE
CHIEF FINANCIAL OFFICER
CORRECTIONS CORPORATION OF AMERICA
10 BURTON HILLS BOULEVARD
NASHVILLE, TENNESSEE 37215
(615) 263-3000
(Name, address and telephone number,
including zip code and area code, of agent for service)
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COPY TO:
ELIZABETH E. MOORE, ESQ.
STOKES & BARTHOLOMEW, P.A.
424 CHURCH STREET; SUITE 2800
NASHVILLE, TENNESSEE 37219
(615) 259-1450
CALCULATION OF REGISTRATION FEE
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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
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COMMON STOCK,
$1.00 PAR VALUE. 300,000 $35.19 $10,557,000 $3,115
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF THE
REGISTRATION FEE PURSUANT TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
$1.00 par value per share (the "Common Stock"), of Corrections Corporation of
America, a Tennessee corporation (the "Registrant"), for the Corrections
Corporation of America Non-Employee Directors' Stock Option Plan, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-72496)
previously filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on December 3, 1993, is hereby incorporated by reference
herein in its entirety except with respect to a portion of Item 3 and all of
Item 6 of such Registration Statement.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K filed on April
1, 1997 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(c) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement on Form 8-B, filed with the
Commission on July 10, 1997 pursuant to Section 12(b) of the Exchange Act (the
"Form 8-B").
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
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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 Registrant's
Bylaws provide that each director and officer of the Registrant may be
indemnified by the Registrant to the extent allowed by Tennessee law.
The Registrant's Charter, as amended, provides that to the fullest
extent permitted by Tennessee law, no director shall be personally liable to the
Registrant or its shareholders for monetary damages for breach of any fiduciary
duty to the Registrant. Under this Registrant's Charter and the TBCA, the
Registrant's directors are relieved of personal liability to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability arising from a judgment or other final
adjudication establishing (i) any breach of the 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.
ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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5 Opinion of Stokes & Bartholomew, P. A., regarding the legality
of the Common Stock registered hereby.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit
5).
24 Powers of Attorney (Included on the signature pages of this
Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 28th day
of January, 1998.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Doctor R. Crants, President and 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 eery 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.
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Signature Title Date
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/s/ Doctor R. Crants Chairman of the Board; President; January 28, 1998
- --------------------------------- Chief Executive Officer; and
Doctor R. Crants Director (Principal Executive Officer)
/s/ Darrell K. Massengale Vice President, Finance; Chief January 28, 1998
- --------------------------------- Financial Officer; Secretary and
Darrell K. Massengale Treasurer (Principal Financial
and Accounting Officer)
Chairman Emeritus and Director January 28, 1998
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Thomas W. Beasley
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/s/ Joseph F. Johnson Director January 28, 1998
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Joseph F. Johnson
/s/ William F. Andrews Director January 28, 1998
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William F. Andrews
/s/ R. Clayton McWhorter Director January 28, 1998
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R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director January 28, 1998
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Samuel W. Bartholomew, Jr.
- --------------------------------- Director January 28, 1998
Jean-Pierre Cuny
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of the
Common Stock registered hereby.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5).
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EXHIBIT 5
January 28, 1998
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Corrections Corporation of America (the "Company")
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
Non-Employee Directors' Stock Option Plan (the "Plan") filed by you with the
Securities and Exchange Commission covering 300,000 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 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 S-8 (Registration
No. 33- 72496) previously filed by the Company with the Securities and Exchange
Commission (the "Commission") on December 3, 1993, 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 both the Company, and the truth and accuracy of all facts set
forth in all
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Corrections Corporation of America
January 28, 1998
Page 2
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.
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,
/s/ Stokes & Bartholomew, P.A.
STOKES & BARTHOLOMEW, P.A.
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Exhibit 23.1
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 18, 1997 included in Corrections
Corporation of America and Subsidiaries Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in or incorporated by
reference in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
January 28, 1998
