SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
ESMOR CORRECTIONAL SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
(2) Form, Schedule or Registration Statement: Schedule 14C - Preliminary
Information Statement
(3) Filing Party: Esmor Correctional Services, Inc.
(4) Date Filed: June 28, 1996
<PAGE>
ESMOR CORRECTIONAL SERVICES, INC.
1819 MAIN STREET
SARASOTA, FLORIDA 34236
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NOTICE OF ACTION BY WRITTEN CONSENT
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To the Stockholders of Esmor Correctional Services, Inc.:
Notice is hereby given that David Fuld, Esther Horn, Massachusetts Mutual
Life Insurance Co., MassMutual Corporate Value Partners Limited, Steven Orlow,
James F. Slattery, Aaron Speisman, the Jennifer Anna Speisman 1992 Trust and the
Joshua Israel Speisman 1992 Trust, as holders of approximately 57% of the issued
and outstanding Common Stock, par value $.01 per share (the "Common Stock"), of
Esmor Correctional Services, Inc. (the "Company"), shall, on or about July 28,
1996, approve and adopt the following proposals (the "Proposals") by written
consent in lieu of a meeting:
1. An amendment to the Company's Certificate of Incorporation to change the
name of the Company to Correctional Services Corporation.
2. An amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 10,000,000 shares to
30,000,000 shares.
The Board of Directors of the Company approved the Proposals, subject to
stockholders approval, at a meeting held on June 6, 1996.
The record date for the determination of stockholders of the Company
entitled to receive this Notice of Action by Written Consent and the
accompanying Information Statement and the determination of the number of shares
of Common Stock necessary to approve the Proposals has been fixed as of the
close of business on June 14, 1996.
NO STOCKHOLDERS' MEETING WILL BE HELD TO VOTE ON OR DISCUSS THE PROPOSALS.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
By Order of the Board of Directors
Aaron Speisman, Secretary
July 8, 1996
<PAGE>
ESMOR CORRECTIONAL SERVICES, INC.
1819 MAIN STREET
SARASOTA, FLORIDA 34236
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INFORMATION STATEMENT
---------------------------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished by the Board of Directors of
Esmor Correctional Services, Inc., a Delaware corporation (the "Company"), in
connection with the proposed adoption of a Certificate of Amendment to the
Company's Certificate of Incorporation (the "Amendment") by the written consent
of the holders of a majority in interest of the Company's outstanding Common
Stock, par value $0.01 per share (the "Common Stock").
This Information Statement and the Notice of Action by Written Consent are
first being mailed to stockholders of the Company on July 8, 1996.
On June 6, 1996, the Company's Board of Directors approved and recommended
that the Company's Certificate of Incorporation be amended in order to (i)
change the name of the Company from Esmor Correctional Services, Inc. to
Correctional Services Corporation and (ii) increase the number of authorized
shares of Common Stock from 10,000,000 shares to 30,000,000 shares. The proposed
Amendment will become effective upon (i) the approval of the Amendment by the
written consent of the holders of not less than a majority of the Company's
outstanding Common Stock and (ii) the filing of the Amendment with the Secretary
of State of the State of Delaware. The Company anticipates that the filing of
the written consents will occur on or about July 28, 1996.
Only stockholders of record of the Company's 5,128,534 shares of Common
Stock outstanding at the close of business on June 14, 1996 (the "Record Date")
are entitled to receive this Information Statement and Notice of Action by
Written Consent. As provided in the Company's Certificate of Incorporation, each
share of Common Stock entitles its holder to one vote on any matter requiring a
vote by the Company's stockholders.
David Fuld, Esther Horn, Massachusetts Mutual Life Insurance Co.,
MassMutual Corporate Value Partners Limited, Steven Orlow, James F. Slattery,
Aaron Speisman, the Jennifer Anna Speisman 1992 Trust and the Joshua Israel
Speisman 1992 Trust, as holders of an aggregate of approximately 2,942,650
shares of the Company's Common Stock, representing approximately 57% of the
Company's Common Stock entitled to vote on the Amendment, have indicated that
they intend to give their written consent to the adoption of the Amendment
described in this Information Statement. The written consent of such persons to
the Amendment will become effective upon the filing of their written consents
with the Secretary of the Company. The Company anticipates that the filing of
such written consents will
<PAGE>
occur on or about July 28, 1996, following which the Company will prepare and
file a Certificate of Amendment to its Certificate of Incorporation with the
Secretary of State of the State of Delaware effecting (i) changing the name of
the Company from Esmor Correctional Services, Inc. to Correctional Services
Corporation and (ii) increasing the number of authorized shares of Common Stock
from 10,000,000 shares to 30,000,000 shares. A copy of the proposed Amendment is
set forth as Exhibit A to this Information Statement.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 1819 Main Street,
Sarasota, Florida 34236. Its telephone number is (941) 953-9199.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 26, 1996,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of the Company's Common Stock by (i) each person
known to the Company to beneficially own more than 5% of the outstanding shares
of Common Stock; (ii) each executive officer and director of the Company; and
(iii) all officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percentage of
Beneficial Owner (1) Beneficial Ownership (2) Beneficial Ownership
- -------------------- ------------------------ --------------------
<S> <C> <C>
Esther Horn 868,438 (3) 16.9%
James F. Slattery 788,125 (4) 15.3%
Aaron Speisman 645,763 (5) 12.5%
David Fuld 318,125 6.2%
Richard P. Staley 44,206 (6) *%
Raymond S. Evans 24,044 (7) *%
Lee Levinson 18,061 (8) *%
Stuart Gerson 19,475 (9) *%
Melvin T. Stith 8,750 (10) *%
Ira M. Cotler 50,701 (11) *%
Michael Garretson 36,458 (12) *%
Shimmie Horn 1,312 (13) *%
All officers and directors 2,823,458 (3)(4)(5)(6)(7) 52.5%
as group (twelve persons) (8)(9)(10)(11)(12)(13)
</TABLE>
- ------------------
*Less than one percent
-2-
<PAGE>
(1) Except for David Fuld, whose address is 88-55 161st Street, Flushing, New
York 11367, all addresses are c/o Esmor Correctional Services, Inc., 1819
Main Street, Suite 1000, Sarasota, Florida 34236.
(2) The Company believes that all persons named in the table have sole voting
and investment power with respect to all shares of Common Stock
beneficially owned by them.
(3) Includes options to purchase 9,063 shares of Common Stock.
(4) Includes options to purchase 15,625 shares of Common Stock. Does not
include options to purchase 2,500 shares of Common Stock not exercisable
within 60 days.
(5) Includes options to purchase 15,625 shares of Common Stock and a Series A
Warrant to purchase 7,700 shares of Common Stock. Does not include options
to purchase 2,500 shares of Common Stock not exercisable within 60 days,
98,438 shares of Common Stock owned by the Jennifer Anna Speisman 1992
Trust and 98,438 shares of Common Stock owned by the Joshua Israel Speisman
1992 Trust, as to which Mr. Speisman disclaims beneficial ownership.
(6) Includes options to purchase 44,206 of Common Stock. Does not include
options to purchase 19,544 shares of Common Stock not exercisable within 60
days.
(7) Includes options to purchase 15,625 shares of Common Stock. Does not
include options to purchase 7,500 shares of Common Stock not exercisable
within 60 days.
(8) Includes 3,282 shares of Common Stock owned by his wife and 1,969 shares of
Common Stock owned by his minor child as to which he disclaims beneficial
ownership. Also includes options to purchase 12,813 shares of Common Stock.
Does not include options to purchase 11,250 shares of Common Stock not
exercisable within 60 days.
(9) Includes options to purchase 15,625 shares of Common Stock and a Series A
Warrant to purchase 3,850 shares of Common Stock. Does not include options
to purchase 22,500 shares of Common Stock not exercisable within 60 days.
(10) Includes options to purchase 8,750 shares of Common Stock. Does not include
options to purchase 13,750 shares of Common Stock not exercisable within 60
days.
(11) Includes 2,612 shares of Common Stock owned by his wife as to which he
disclaims beneficial ownership. Also includes options to purchase 44,239
shares of Common Stock and a Series A Warrant to purchase 3,850 shares of
Common Stock. Does not include options to purchase 66,667 shares of Common
Stock not exercisable within 60 days.
(12) Includes options to purchase 36,458 shares of Common Stock. Does not
include options to purchase 66,667 shares of Common Stock not exercisable
within 60 days.
(13) Does not include options to purchase 10,000 shares of Common Stock not
exercisable within 60 days.
-3-
<PAGE>
The Company is unaware of any arrangements which may result in a change in
control of the Company.
CHANGE OF NAME OF THE COMPANY
On June 6, 1996, the Board of Directors determined it advisable to amend
the Company's Certificate of Incorporation to change its name from Esmor
Correctional Services, Inc. to Correctional Services Corporation.
AMENDMENT TO CERTIFICATE TO INCREASE NUMBER OF SHARES OF COMMON
STOCK FROM 10,000,000 TO 30,000,000.
On June 6, 1996, the Board of Directors determined it advisable to amend
the Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 10,000,000 shares to 30,000,000 shares.
The additional shares of Common Stock for which authorization is sought
would be part of the existing class of Common Stock and would have the same
rights and privileges as the shares of Common Stock which are presently
authorized. Such additional shares would not (and the shares of Common Stock
presently outstanding do not) entitle the holders thereof to preemptive rights
to subscribe for additional shares or cumulative voting rights.
As of the Record Date, there were 5,142,877 shares of Common Stock
outstanding and an additional 1,232,549 shares reserved for issuance upon
exercise of outstanding options and warrants. The remainder of shares of
authorized Common Stock are not issued or subject to reservation.
The Company does not currently have any plans, agreements or commitments
with respect to the issuance of additional shares of Common Stock.
Any authorized but unissued or unreserved shares of Common Stock would be
available for issuance at such times, on such terms and for such purposes as the
Board of Directors may deem advisable in the future without further action by
stockholders, except as may be required by law or the rules of the Nasdaq Stock
Market's National Market or such stock exchange on which the Company's Common
Stock may then be listed. In addition to being available for future financings
and general corporate purposes, including, without limitation, stock splits and
stock dividends, the Common Stock to be authorized by the proposed amendment
would be available for use in acquisitions.
By Order of the Board of Directors
Aaron Speisman, Secretary
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<PAGE>
EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
ESMOR CORRECTIONAL SERVICES, INC.
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Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
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The undersigned, James F. Slattery and Aaron Speisman, being the President
and Secretary, respectively, of ESMOR CORRECTIONAL SERVICES, INC., a corporation
organized and existing under the laws of the State of Delaware, do hereby
certify as follows:
FIRST, that the Certificate of Incorporation of said corporation be amended
as follows:
1. By striking out the whole of ARTICLE FIRST, as it now exists, and
inserting in lieu and instead thereof a new ARTICLE FIRST, reading as follows:
"The name of the corporation (hereinafter called the "corporation") is
CORRECTIONAL SERVICES CORPORATION."
2. By striking out the whole of ARTICLE FOURTH, as it now exists, and
inserting in lieu and instead thereof a new ARTICLE FOURTH, reading as follows:
"The total number of shares of stock which the corporation shall have
authority to issue is Thirty-One Million (31,000,000), consisting of Thirty
Million (30,000,000) shares of Common Stock, all of a par value of One Cent
($.01) each, and One Million (1,000,000) shares of Preferred Stock, all of a par
value of One Cent ($.01) each."
SECOND, that such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of the holders of not less than a majority of the
outstanding stock entitled to vote thereon and that written notice of the
corporate action has been given to those stockholders who have not consented in
writing, all in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate this __ day of July,
1996.
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James F. Slattery, President
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Aaron Speisman, Secretary
