As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
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.)
105 WESTPARK DRIVE
SUITE 300
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Offices)
AMERICA SERVICE GROUP INC.
EXECUTIVE STOCK OPTION PLAN
(Full Title of the Plan)
MICHAEL CATALANO, ESQ.
105 WESTPARK DRIVE
SUITE 300
BRENTWOOD, TENNESSEE 37027
(Name and Address of Agent For Service)
Telephone number,
including area code,
of agent for service:
(615) 376-1319
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 75,000 Shares $10.75(1) $806.250(1) $245
1 An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
2 Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(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 5, 1997.
</TABLE>
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, 1996 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, 1996; 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
Not applicable.
Item 6. Indemnification of Directors and Officers
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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this registration statement:
4.1 Amended and Restated Certificate of Incorporation of America
Service Group Inc. (incorporated by reference to Exhibit 4.1 to the
registrant's registration statement on Form S-1, Registration
No. 33-43306, as amended).
4.2 Amended and Restated By-Laws of America Service Group Inc.
(incorporated by reference to Exhibit 4.2 to the registrant's
registration statement on Form S-1, Registration No. 33-43306, as
amended).
5 Opinion of McDermott, Will & Emery regarding legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of McDermott, Will & Emery (included in opinion filed
as Exhibit 5).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
The registrant hereby undertakes:
(1) 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.
(2) 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.
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 9, 1997.
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 Michael Catalano, 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 9,
1997 in the capacities indicated.
SIGNATURE TITLE
/s/ Scott L. Mercy President and Chief Executive
Scott L. Mercy Officer and Director
(Principal Executive Officer)
/s/ Bruce A. Teal Vice President, Controller and
Bruce A. Teal Treasurer
(Principal Financial and
Accounting Officer)
/s/ Thomas F. Brogan Director
Thomas F. Bogan
/s/ Jack O. Bovender, Jr. Director
Jack O. Bovender, Jr.
/s/ William D. Eberle Director
William D. Eberle
/s/ John W. Gildea Director
John W. Gildea
/s/ Carol R. Goldberg Director
Carol R. Goldberg
/s/ Douglas L. Jackson Director
Douglas L. Jackson
EXHIBIT INDEX
Exhibit Number Description
4.1 Amended and Restated Certificate of Incorporation of
America Service Group Inc. (incorporated by reference
to Exhibit 4.1 to the registrant's registration
statement on Form S-1, Registration No. 33-43306, as
amended).
4.2 Amended and Restated By-Laws of America Service Group
Inc. (incorporated by reference to Exhibit 4.2 to the
registrant's registration statement on Form S-1,
Registration No. 33-43306, as amended).
5 Opinion of McDermott, Will & Emery regarding legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of McDermott, Will & Emery (included in opinion
filed as Exhibit 5).
24.1 Power of Attorney (included on signature page).
EXHIBIT 5
McDERMOTT, WILL & EMERY
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
May 9, 1997
America Service Group Inc.
105 Westpark Drive
Suite 300
Brentwood, Tennessee 37027
Re: 75,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock") To
Be Issued Pursuant To The Company's Executive Stock Option Plan, As
Amended (the "Plan")
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 75,000 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 we 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 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
McDermott, Will & Emery
HGM:ct
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the America Service Group Inc.
Registration Statement (Form S-8 No. 333- ) pertaining to the Executive
Stock Option Plan for 75,000 shares of common stock, of our report dated
March 28, 1997, with respect to the consolidated financial statements and
schedule of America Service Group Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Nashville, Tennessee
May 6, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333- ) of America Service Group of our report
dated March 11, 1996, except as to Note 15, which is as of March 28, 1996, which
appears on page F-2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference of
our report on the financial statement schedules, which appears on page F-11 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Linthicum, Maryland
May 9, 1997
