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.
AMENDED INCENTIVE STOCK 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 107,500 Shares $10.75(1) $1,155,625(1) $351
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(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 5 , 1997.
</TABLE>
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 (the "Commission") on May 29, 1992 to
register common stock to be issued pursuant to the Company's Amended Incentive
Stock Plan (the "Incentive Stock Plan") and the Registration Statement on Form
S-8 (Registration No. 333-4903) filed by the Company, with the Commission on May
31, 1996 to register an additional 275,000 shares of common stock to be issued
pursuant to 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 107,500 shares.
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
Scott L. Mercy Executive Officer and Director
(Principal Executive Officer)
/s/ Bruce A. Teal Vice President,
Bruce A. Teal Controller and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Thomas F. Bogan 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/ Dougals L. Jackson Director
Douglas L. Jackson
EXHIBIT INDEX
Exhibit Number Description
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: 107,500 Shares of Common Stock, $0.01 Par Value (the "Common Stock")
To Be Issued Pursuant To The Company's Amended Incentive Stock 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 107,500 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 Amended
Incentive Stock Plan for 107,500 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
