UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 1998
[ ] Transition Report to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from__________to__________.
Commission File No.: 0-23038
CORRECTIONAL SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 11-3182580
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1819 Main Street, Sarasota, Florida 34236
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (941) 953-9199.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, par value $.01 per share Nasdaq National Market
Warrants to Purchase Common Stock
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the Registrant as of the close of business on March 30, 1999
was approximately $61,471,690 based on the closing sale price of the common
stock on the Nasdaq National Market consolidated tape on that date.
Number of shares outstanding of each of the Registrant's classes of Common
Stock, as of the close of business on March 30, 1999:
Common Stock, $.01 par value 8,061,861 Shares
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INFORMATION NOTE:
This Form 10-K/A is being filed to include Exhibits 3.1.2, 3.1.3 and 23.1
which were omitted from the original filing.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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2.1 Agreement and Plan of Merger, dated as of September 23, 1998, among
YSI, CSC and Palm Merger Corp.**
2.2 First Amendment, dated as of January 12, 1999, to the Agreement and
Plan of Merger, dated as of September 23, 1998, among YSI, CSC and
Palm Merger Corp.**
2.3 Second Amendment, dated as of March 2, 1999, to the Agreement and
Plan of Merger, dated as of September 23, 1998, among YSI, CSC and
Palm Merger Corp.**
3.1 Certificate of Incorporation of CSC dated October 28, 1993.**
3.1.1 Copy of Certificate of Amendment of Certificate of Incorporation
of CSC dated July 29, 1996.**
3.1.2 Copy of Certificate of Correction to CSC's Certificate of
Incorporation.(1)
3.1.3 Copy of Certification of Correction to CSC's Certificate of
Amendment to CSC's Certificate of Incorporation.(1)
3.2 CSC's By-Laws.**
4.3 Form of CSC Series A Warrant.**
4.4 Form of CSC 10% Subordinated Promissory Note.**
4.5 Form of Placement Agent's Warrant between CSC and Janney
Montgomery Scott Inc.**
*10.1 CSC's 1993 Stock Option Plan, as amended.**
*10.5.1 Employment Agreement between CSC and James F. Slattery dated
February 17, 1998.**
*10.6 Employment Agreement between CSC and Aaron Speisman.**
*10.6.1 Modification to the Employment Agreement between CSC and Aaron
Speisman, dated June 13, 1996.**
10.8.3 Exercise of third option of the contract for operation of a
facility in New York, New York for women through June 30, 1995.**
10.9 Contract between CSC and the U.S. Department of Justice, Federal
Bureau of Prisons for operation of a facility in Brooklyn, New
York, dated November 13, 1990.**
10.9.1 Letter dated September 23, 1993 from the U.S. Department of
Justice, Federal Bureau expressing its intent to exercise the
third option year of the contract.**
10.9.2 Exercise of third option year of the contract for operation of a
facility in Brooklyn, New York.**
10.9.3 Extension of contract for operation of a facility in Brooklyn, New
York through March 31, 1995.**
10.10.1 Contract Amendment between CSC and the U.S. Immigration and
Naturalization Service for operation of the Seattle Processing
Center, dated October 1, 1996.**
10.11.3 Operations Agreement for the Tarrant County Community Correctional
Facility, Mansfield, Texas, dated September 1, 1998.**
10.12 Contract between CSC and the New York State Department of
Corrections, dated July 17, 1992.**
10.12.1 Extension of Contract between CSC and the New York State Department
of Corrections.**
10.13 Contract between CSC and the Texas Department of Criminal Justice,
Pardons and Paroles Division.**
10.13.1 Extension to the contract between CSC and the Texas Department of
Criminal Justice, Pardons and Paroles Division for operation of the
South Texas Intermediate Sanction Facility.**
10.13.2 Contract between CSC and the Texas Department of Criminal Justice
for operation of the South Texas Intermediate Sanction Facility.**
10.15 Agreement between CSC and William Banks, dated October 31, 1989.**
10.15.1 Letter dated December 9, 1993 from William Banks to CSC.**
10.16 Form of Sub-Lease between CSC and LeMarquis Operating
Corporation.**
10.17 Form of Lease between CSC and Myrtle Avenue Family Center, Inc.**
10.19 Contract by and between Esmor Canadian, Inc. and the Board of
Trustees for the Hemphill County Juvenile Detention Center for
operation of the Hemphill County Juvenile Detention Center.**
10.22 Contract between CSC and the U.S. Department of Justice,
Immigration and Naturalization Service for operation of the
Seattle Processing Center, effective August 1, 1994.**
10.23 Lease between Esmor Fort Worth, Inc. and Region Enterprises, Inc.**
10.24.1 Renewal of the Revolving Line of Credit Note dated
January 15, 1998.**
*10.25 1994 Non-Employee Director Stock Option Plan.**
10.26 Loan and Security Agreement with NationsBank, N.A. (South) dated as
of December 31, 1995.**
10.26.2 Deed of Trust Modification Agreement dated January 14, 1998.**
10.26.3 Third Amendment to Loan Agreement dated January 5, 1998.**
10.26.4 Fourth Amendment to Loan Agreement dated January 14, 1998.**
10.29 Contract between CSC and the State of Florida, Correctional
Privatization Commission dated October 6, 1995 for operation of the
Pahokee Youth Facility.**
10.30 Contract between CSC and the State of Florida, Correctional
Privatization Commission dated October 6, 1995 for operation of the
Polk City Youth Facility.**
10.31 Contract between CSC and the State of Arizona, Department of
Corrections for operation of the Arizona DWI Facility in Phoenix,
Arizona dated July 1995.**
10.31.1 Amendment Number One to the contract between CSC and the State of
Arizona, Department of Corrections for the operation of the Arizona
DWI Facility in Phoenix, Arizona dated April 1997.**
10.31.2 Amendment Number Two to the contract between CSC and the State of
Arizona, Department of Corrections for the operation of the Arizona
DWI Facility in Phoenix, Arizona dated December 1997.**
10.34 Asset Purchase Agreement dated as of December 15, 1995 between CSC
and Corrections Corporation of America.**
10.38 Contract between CSC and the U.S. Department of Justice, Federal
Bureau of Prisons for operation of a facility in Brooklyn,
New York.**
10.41 Contract between CSC and the State of Arizona for operation of the
DWI Secure Prison in Phoenix, Arizona dated January 1997.**
10.42 Contract between CSC and McKinley County New Mexico for operation
of the McKinley County, New Mexico Adult Detention Facility, dated
October 3, 1996.**
10.43 Contract between CSC and Colorado County, Texas for the operation
of the Colorado County, Texas Juvenile Residential Facility.**
10.44 Lease Agreement between CSC and Creston Realty Associates, L.P.,
dated October 1, 1996.**
10.45 Lease between CSC and Elberon Development Company.**
10.45.1 Assignment of Lease between CSC and Elberon Development Company.**
10.46 Contract between CSC and Bell County Texas for operation of the
Bell County Juvenile Residential Facility.**
10.46.1 Addendum A, dated November 4, 1997, to Management Agreement for the
Operation of the Bell County Juvenile Residential Facility.**
10.46.2 Amendment, dated April 1, 1998, to Management Agreement for the
Operation of the Bell County Juvenile Residential Facility.**
*10.47.1 Amended Employment Agreement between CSC and Ira M. Cotler dated
July 9, 1997.**
*10.48 Employment Agreement between CSC and Michael C. Garretson, dated
January 21, 1996.**
*10.48.1 Employment Agreement between CSC and Michael C. Garretson, dated
December 5, 1998.**
10.49 Contract between CSC and Okaloosa County, Florida for the Design,
Build and Operation of a Moderate Risk Residential Program and a
High Risk Residential Program dated June 13, 1997.**
10.49.1 Amendment to Contract between CSC and Okaloosa County, Florida for
the Design, Build and Operation of a Moderate Risk Residential
Program and a High Risk Residential Program dated June 16, 1997.**
10.50 Contract between CSC and Grenada County, Mississippi for the
Operation and Management of a 200 bed jail dated
September 1, 1997.**
10.50.1 Lease Agreement between CSC and Grenada County dated
September 1, 1997.**
10.51.1 First Amendment to Asset Purchase Agreement between CSC and Dove
Development Corporation, Consolidated Financial Resources/Crystal
City, Inc., dated August 27, 1997.**
10.52 Contract between CSC and McKinley County, New Mexico for the
Operation and Management of the McKinley County Adult Detention
Facility in Gallup, New Mexico, executed August 21, 1997.**
10.54 Lease Agreement between CSC and Frio County dated
November 26, 1997.**
10.55 Contract between CSC Management de Puerto Rico and the Juvenile
Institutions Administration of the Commonwealth of Puerto Rico dated
December 22, 1997 for the operation and management of a secure
residential treatment program for youths at the Salinas facility in
Puerto Rico.**
10.56 Contract between CSC and the Juvenile Institutions Administration
dated February 6, 1998 for operation of the Metropolitan Juvenile
Detention Center in Puerto Rico.**
10.57 Contract between CSC and the Juvenile Institutions Administration
dated February 6, 1998 for operation of the Metropolitan Juvenile
Treatment Center in Puerto Rico.**
10.58 Contract between CSC and the New York State Department of
Corrections for Community Reintegration Services dated March 1,
1998.**
10.58.1 Contract between CSC and New York State Department of Corrections
for Community Reintegration Services, dated September 1, 1998.**
10.60 Credit facility with NationsBank and a syndicate of banks for up to
$30 million dated April, 1998.**
10.60.1 Amendment No. 1 to credit facility with NationsBank and a syndicate
of banks, dated October 16, 1998.**
10.61 Sublease for Sarasota, Florida office space dated April 9, 1998
between Lucent Technologies, Inc. and CSC and Landlord Consent to
Sublease.**
10.62 Contract between CSC, Dallas County, Texas and the Dallas County
Juvenile Board for the Implementation and Operation of the Dallas
County Secure Post-Adjudication Residential Facility dated
April 14, 1998.**
10.62.1 License Agreement dated June, 1998 between CSC, Dallas County, Texas
and the Dallas County Juvenile Board for the Operation and
Management of the Dallas County Secure Post-Adjudication Residential
Facility.**
10.63 Management Services Agreement May 26, 1998 between CSC and Jefferson
County, Texas for the Operation and Management of the Jefferson
County Detention Facility in Beaumont, Texas.**
10.64 Management Agreement between CSC and Dominion Management, Inc. dated
June 5, 1998 for the Operation of the Central Oklahoma Correctional
Facility.**
10.65 Operations and Management Agreement between CSC and South Fulton
Municipal Regional Jail Authority dated June 23, 1998 for Operation
and Management of the South Fulton Municipal Regional Jail
Facility.**
10.66 Operations and Management Agreement between CSC and Newton County,
Texas dated June 12, 1998 for the Operation and Management of the
Newton County Correctional Center.**
10.67 Asset Purchase Agreement between CSC and the County of Dickens,
Texas dated July 14, 1998 for the purchase of the Dickens County
Correctional Facility.**
10.68 Service Agreement for the Paulding, Georgia, Regional Youth
Detention Center, dated July 21, 1998.**
10.69 Contract for Operation and Programming of a 96 Bed Secure Juvenile
Facility in Dallas, TX, dated August 26, 1998.**
10.70 Temporary Management Subcontract, dated October 16, 1998, for
Operation of the Crowley County Correctional Facility.**
10.70.1 Subcontract, Facility Use Agreement, and Asset Purchase by and among
CSC, Trans-American Development Associates, Inc. and FBA, L.L.C.
dated December 14, 1998.**
10.114 Construction/Installment Purchase and Management Services Contract
by and among CSC, the State of Nevada, Department of Human
Resources, Nevada Real Property Corporation and Clark & Sullivan
Constructors-Rite of Passage, Inc. dated February 2, 1999.**
11. Computation of Per Share Earnings.**
23.1 Consent of Grant Thornton L.L.P., CSC's independent public
accountants.
27. Financial Data Schedule**
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* Management Contract or Compensatory Plan or arrangement.
** Previously filed.
(1) Incorporated by reference to exhibit of same number filed with CSC's
Registration Statement on Form S-1 (Registration Number 333-06457).
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CORRECTIONAL SERVICES CORPORATION
Registrant
By: /s/ James F. Slattery
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James F. Slattery, President
Dated: April 21, 1999
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 5, 1999 accompanying the
consolidated financial statements and schedule of Correctional Services
Corporation and Subsidiaries that are included in the Company's Form
10-K for the year ended December 31, 1998. We hereby consent to the
incorporation by reference of said reports in the Registration Statements
of Correctional Services Corporation and Subsidiaries on Form S-8
(Registration Nos. 333-03463 and 033-91304).
GRANT THORNTON LLP
Tampa, Florida
March 5, 1999
