As filed with the Securities and Exchange Commission on May 31, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMERICA SERVICE GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0332317
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TWO PENNS WAY, SUITE 200
NEW CASTLE, DELAWARE 19720
(Address of Principal Executive Offices)
AMERICA SERVICE GROUP INC.
INCENTIVE STOCK PLAN
(Full Title of the Plan)
H. GEORGE MANN, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(Name and Address of Agent For Service)
Telephone number,
including area code,
of agent for service:
(312) 372-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, par value
$0.01 per share 275,000 Shares $20.50(1) $5,637,500 (1) $1,944
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1 Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based upon
the last reported sale price of the Common Stock as reported on the NASDAQ
National Market System on May 24, 1996.
<PAGE>
The contents of the Registration Statement on Form S-8 (Registration No.
33-48231) filed by America Service Group Inc. (the "Company") with the
Securities and Exchange Commission on May 29, 1992 to register common stock to
be issued pursuant to the Company's Incentive Stock Plan (the "Incentive Stock
Plan") are hereby incorporated herein by reference. This Registration Statement
is being filed to increase the number of shares registered pursuant to the
Incentive Stock Plan by 275,000 shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 May 30, 1996.
AMERICA SERVICE GROUP INC.
By: /s/ Scott L. Mercy
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Scott L. Mercy
President and Chief Executive Officer,
Director
Each person whose signature appears below constitutes and appoints Scott
L. Mercy, William D. Eberle and Margaret O. Harrison, and each of them, as his
or her true and lawful attorney-in-fact and agent, each 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
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she 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, this
registration statement has been signed by the following persons on May 30, 1996
in the capacities indicated.
SIGNATURE TITLE
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/s/ William D. Eberle Chairman of the Board and Director
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William D. Eberle
/s/ Scott L. Mercy President and Chief Executive Officer and
- ---------------------- Director (Principal Executive Officer)
Scott L. Mercy
/s/ Margaret O. Harrison Senior Vice President, Finance and
- ------------------------ Administration, Treasurer and Chief Financial Officer
Margaret O.Harrison (Principal Financial Officer)
/s/ Thomas J. Burns, Jr. Assistant Treasurer and Controller
- ----------------------- (Principal Accounting Officer)
Thomas J. Burns, Jr.
/s/ Douglas L. Jackson Director
- ----------------------
Douglas L. Jackson
/s/ John W. Gildea Director
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John W. Gildea
/s/ Thomas Bogan Director
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Thomas Bogan
/s/ Carol R. Goldberg Director
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Carol R. Goldberg
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of McDermott, Will & Emery regarding legality.
23.1 Consent of Price Waterhouse, LLP
23.2 Consent of McDermott, Will & Emery (included in opinion
filed as Exhibit 5).
24.1 Power of Attorney (included on signature page).
Exhibit 5
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McDERMOTT, WILL & EMERY
1850 K Street, N.W.
Suite 450
Washington, D.C. 20006
May 31, 1996
America Service Group Inc.
Two Penns Way, Suite 200
New Castle, DE 19720
Re: 275,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock")
To Be Issued Pursuant To The Company's Incentive Stock Plan, As
Amended (the "Plan")
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Gentlemen:
We have acted as counsel to America Service Group Inc. (the "Company"),
in connection with the preparation and filing of a registration statement on
Form S-8 (the "Registration Statement"), for registration under the Securities
Act of 1933, as amended, of 275,000 shares of Common Stock, $0.01 par value,
of the Company (the "Common Stock"), to be issued pursuant to the Plan.
In arriving at the opinions expressed below we have examined the
Registration Statement, the Plan, and such other documents as have deemed
necessary to enable us to express the opinions hereinafter set forth. In
addition, we have examined and relied, to the extent we deemed proper, on
certificates of officers of the Company as to factual matters, on the
originals or copies certified or otherwise identified to our satisfaction of
all such corporate records of the Company and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original
<PAGE>
America Service Group Inc.
May 31, 1996
Page 2
documents of all documents submitted to as copies, and the genuineness of all
signatures on documents reviewed by us and the legal capacity of natural
persons.
Based upon and subject to the foregoing, we are of the opinion that all
legal and corporate proceedings necessary for the authorization and issuance
of the shares of Common Stock to be sold by the Company pursuant to the Plan
have been duly taken and the shares of Common Stock, upon issuance pursuant to
the terms of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to (a) the filing of the foregoing legal opinion as an
exhibit to the Registration Statement and all amendments thereto and (b) all
references to our firm in the Registration Statement.
Very truly yours,
/s/McDermott, Will & Emery
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement Form S-8 of America Service Group Inc. of our report dated March 11,
1996 appearing on Page F-2 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
Price Waterhouse LLP
Baltimore, Maryland
May 31, 1996
