<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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.)
105 WESTPARK DRIVE, SUITE 300
BRENTWOOD, TENNESSEE 37027
(Address, including zip code, of registrant's principal executive offices)
AMERICA SERVICE GROUP INC.
AMENDED AND RESTATED INCENTIVE STOCK PLAN
(Full title of plan)
MICHAEL CATALANO, ESQ.
105 WESTPARK DRIVE, SUITE 300
BRENTWOOD, TENNESSEE 37027
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPY TO:
PHILIP A. THEODORE, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to Offering Price Per Aggregate Registration
Title of Securities to be Registered be Registered Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 300,000 $12.32 $3,696,000 $1,090.32
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Registrant's Common Stock on June 26, 1998 as reported by
the Nasdaq National
Market
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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"), 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 and the Registration Statement on Form S-8
(Registration No. 333-26905) filed by the Company with the Commission on May 9,
1997 to register an additional 107,500 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 300,000 shares.
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a)The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 31, 1998;
(b)All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997; and
(c)The description of the Registrant's common stock, par value $.01 per
share ("Common Stock"), contained in the Registration Statement on Form
8-A dated November 18, 1991
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
Item 8. Exhibits.
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<CAPTION>
Exhibit Description
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<S> <C>
5.1 Opinion of King & Spalding regarding legality of shares
being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Price Waterhouse LLP, Independent Accountants
23.3 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 30th day of
June, 1998.
America Service Group Inc.
By: /s/ Scott L. Mercy
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Scott L. Mercy, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Scott L. Mercy and Michael Catalano and each of
them, as true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for such person and in his name, place and
stead, in any and all capacities, to sign any and all 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 said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Scott L. Mercy President, Chief Executive June 30, 1998
- ---------------------------- Officer and Director
Scott L. Mercy (Principal Executive Officer)
/s/ Bruce A. Teal Senior Vice President and June 30, 1998
- ---------------------------- Chief Financial Officer
Bruce A. Teal (Principal Financial and
Accounting Officer)
/s/ Thomas F. Bogan Director June 30, 1998
- ----------------------------
Thomas F. Bogan
/s/ Jack O. Bovender, Jr. Director June 30, 1998
- ----------------------------
Jack O. Bovender, Jr.
/s/ William D. Eberle Director June 30, 1998
- ----------------------------
William D. Eberle
/s/ John W. Gildea Director June 30, 1998
- ----------------------------
John W. Gildea
/s/ Carol R. Goldberg Director June 30, 1998
- ----------------------------
Carol R. Goldberg
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<S> <C>
5.1 Opinion of King & Spalding regarding legality of shares
being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Price Waterhouse LLP, Independent Accountants
23.3 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100
DIRECT DIAL: DIRECT FAX:
404/572-4600 404/572-5100
June 30, 1998
America Service Group Inc.
105 Westpark Drive
Brentwood, Tennessee 37027
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for America Service Group Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement"), relating to
the registration by the Company under the Securities Act of 1933, as amended
(the "Act"), of 300,000 shares of the Company's common stock, $.01 par value
(the "Common Stock"), to be issued by the Company from time to time pursuant to
the America Service Group Inc. Amended and Restated Stock Plan.
In connection with this opinion, we have considered such matters of law
and examined the originals or copies, certified or otherwise identified to our
satisfaction, of such documents and corporate and other records and have
obtained such certificates, letters, representations and information from the
officers, directors and employees of the Company and from others as we have
deemed necessary or appropriate to enable us to render the opinions expressed
herein.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the Registration Statement has become effective in accordance with the Act and
the rules and regulations thereunder, and (b) the Common Stock has been duly
delivered against payment therefor or receipt by the Company of such lawful
consideration for which shares of the Common Stock to be issued by the Company
has occurred, then the Common Stock will be (i) duly authorized and (ii) validly
issued, fully paid and nonassessable.
Our opinion is limited by and subject to the following:
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America Service Group Inc.
June 30, 1998
Page 2
(a) In rendering our opinion we have assumed that, at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing and in good standing under the laws of the State of Delaware.
(b) In our examination of all documents, certificates and records, we
have assumed without investigation the authenticity and completeness of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity and completeness of the
originals of all documents submitted to us as copies.
(c) Our opinion is based solely on and limited to the federal laws of
the United States of America and the Delaware General Corporation Law. We
express no opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ King & Spalding
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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 on Form S-8 (Registration No. 333- ), pertaining to
the Amended and Restated Incentive Stock Plan for 300,000 shares of common
stock, of our report dated March 17, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Nashville, Tennessee
June 25, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Registration Statement to increase the number of shares
registered pursuant to the Incentive Stock Plan by 300,000 shares) of America
Service Group, Inc. of our report dated March 11, 1996, except as to Note 15,
which is as of March 28, 1996, which appears on page F-3 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page F-27 of such Annual Report on Form
10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Linthicum, Maryland
June 25, 1998
