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.
EMPLOYEE STOCK PURCHASE 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 500,000 Shares $20.501(1) $10,250,000(1) $3,535
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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934;
(b) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1995; and
(c) The description of the common stock contained in the registrant's
registration statement on Form 8-A filed under the Securities Exchange Act of
1934 (File No. 0-19673), including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents such documents and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of directors and officers under certain
circumstances, as therein set forth.
Section 8.7 of the registrant's By-Laws provides that the registrant shall
indemnify officers and directors, and to the extent authorized by the Board of
Directors, employees and agents of the registrant, to the fullest extent
permitted by law and in the manner permissible under the laws of the State of
Delaware. The By-Laws also permit the Board of Directors to authorize the
registrant to purchase and maintain insurance against any liability asserted
against any director, officer, employee or agent of the Company arising out of
his or her capacity as such.
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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The following are filed as exhibits to this registration statement:
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).
Item 9. Undertakings
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The registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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 of 1933, as amended the "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) that, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
(4) 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.
(5) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above
or otherwise, the registrant 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 of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.
<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
------------------------------------
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
- ----------------------
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
Margaret O. Harrision officer (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
----------------------
John W. Gildea
/s/ Thomas Bogan Director
----------------------
Thomas Bogan
/s/ Carol R. Goldberg Director
----------------------
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).
May 31, 1996
America Service Group Inc.
Two Penns Way, Suite 200
New Castle, DE 19720
Re: 500,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock")
To Be Issued Pursuant to the Company's Employee Stock Purchase Plan
(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 500,000 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 America Service Group Inc. 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,
McDermott, Will & Emery
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
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
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: 500,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock")
To Be Issued Pursuant to the Company's Employee Stock Purchase Plan
(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 500,000 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
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
<PAGE>
America Service Group Inc.
May 31, 1996
Page 2
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
----------------------------------
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
