<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
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
______________
WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0043078
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JAMES P. ROWAN, ESQ.
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_______________
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Maximum
Title of Amount to Proposed Maximum Aggregate Offering Amount of
Securities to be Registered be Registered (2) Offering Price Per Share Price (3) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (1) 60,000 $26 3/4(3) $1,605,000 $553.40
</TABLE>
<PAGE> 2
(1) Includes shares issuable under the Wackenhut Corrections Corporation
Nonemployee Director Stock Option Plan (the "Plan").
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended. The proposed Maximum Offering Price is based on the
average of the high and low prices of shares of Common Stock as
reported on the New York Stock Exchange on August 9, 1996 of
$26 3/4 per share.
Total Number of Sequentially Numbered Pages _____
Exhibit Index on Sequentially Numbered Page _____
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<PAGE> 3
EXPLANATORY NOTE
The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is intended to be used to
register shares to be issued and sold pursuant to the Plan. The Prospectus
filed as part of this Registration Statement has been prepared in accordance
with the requirements of Form S-3 and may be used for reofferings or resales of
common stock previously acquired or to be acquired by the participants in the
Plan who are deemed control persons of the Company.
<PAGE> 4
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REOFFER PROSPECTUS PREPARED IN
ACCORDANCE WITH THE REQUIREMENTS OF
PART I OF FORM S-3
(BEGINS ON NEXT PAGE)
<PAGE> 5
REOFFER PROSPECTUS
WACKENHUT CORRECTIONS CORPORATION
12,000 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
----------------------------------------
WACKENHUT CORRECTIONS CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
This Prospectus is being used in connection with the reoffering by
certain directors and/or other affiliates named herein (the "Selling
Shareholders") of Wackenhut Corrections Corporation, a Florida corporation (the
"Company" or the "Registrant"), of shares of Common Stock, par value $.01 per
share, of the Registrant (the "Common Stock") previously acquired by them
pursuant to the Wackenhut Corrections Corporation Nonemployee Director Stock
Option Plan (the "Plan").
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions, discounts and
other expenses incurred by individual Selling Shareholders will be borne by the
individual Selling Shareholder. The Company will not be entitled to any of the
proceeds from such sales, although the Company is entitled to receive the
exercise price of the options under which the shares of Common Stock are
acquired by the Selling Shareholders.
The Common Stock is listed on the New York Stock Exchange under the
symbol "WHC." On August 9, 1996, the last reported sales price of the Common
Stock on the New York Stock Exchange was $26 1/4 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
______________________________________________________
No person has been authorized to give any information or to make any
representations, other than those in this Prospectus, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered hereby in any
state to or from any person to whom it is unlawful to make or solicit such
offer in such state. Neither the delivery of this Prospectus nor any sales
made hereunder shall under any circumstances create any implication that there
has been no change in the information herein since the date hereof.
THE DATE OF THIS PROSPECTUS IS AUGUST 12, 1996
<PAGE> 6
AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048; and Midwest Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission, Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549 upon payment of prescribed fees. In addition, all reports, proxy
statements and other information filed by the Company should also be available
for inspection at the offices of The New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-8, relating to the Common Stock offered hereby (the "Registration
Statement"). This Prospectus, which is a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect
to the Company and the Common Stock offered hereby, reference is hereby made to
the Registration Statement and the exhibits and schedules filed as a part
thereof, which may be obtained from the Commission in the manner set forth
above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; (2) Quarterly Report on Form 10-Q for the
thirteen weeks ended March 31, 1996; and (3) Description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
filed with the Commission on June 27, 1994, and any amendment or report filed
with the Commission for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
The Company will furnish, without charge, to each person to whom a
Prospectus is delivered, upon written or oral request, a copy of the foregoing
Annual Report on Form 10-K, the foregoing Quarterly Report on Form 10-Q and the
foregoing Registration Statement on Form 8-A, in each case other than exhibits
thereto (unless such exhibits are specifically incorporated by reference
therein). Requests for such documents should be submitted in writing to
Wackenhut Corrections Corporation, 4200 Wackenhut Drive #100, Palm Beach
Gardens, Florida 33410- 4243, Attention: Corporate Secretary, or by telephone
at (561) 622-5656.
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<PAGE> 7
THE COMPANY
Wackenhut Corrections Corporation is a leading developer and manager
of privatized correctional and detention facilities in the United States, the
United Kingdom and Australia. The Company was founded in 1984 as a division of
The Wackenhut Corporation ("Parent"), a leading provider of professional
security services, and was incorporated in Florida in April 1988.
The Company offers governmental agencies a comprehensive range of
correctional and detention facility management services from individual
consulting projects to the integrated design, development and management of
such facilities. In addition to providing the fundamental residential services
relating to the security of facilities and the detention and care of inmates,
the Company has built a reputation as an effective provider of a wide array of
in-facility rehabilitative and educational programs, such as chemical
dependency counseling and treatment, basic education, and job and life skills
training. Additionally, the Company is continuously seeking to expand into
complementary services such as work release programs, youth detention services
and prisoner transport services (known as court escort services in the United
Kingdom).
The company's principal executive offices are located at 4200
Wackenhut Drive, #100, Palm Beach Gardens, Florida 33410-4243, and its
telephone number is (561) 622-5656.
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a
high degree of risk. Prospective investors should consider carefully the
following risk factors, which can affect the Company's current position and
future prospects, in addition to the other information set forth in this
Prospectus in connection with an investment in the shares of Common Stock
offered hereby.
REVENUE AND PROFIT GROWTH DEPENDENT ON EXPANSION. The Company's
growth will depend to a significant degree upon its ability to obtain
additional construction and management contracts and to retain existing
management contracts. The Company's growth is generally dependent on the
construction and management of new correctional and detention facilities, since
contracts to manage existing public facilities are not typically offered to
private operators. The rate of construction of new facilities and, therefore,
the Company's potential for growth will depend on a number of factors,
including crime rates and sentencing patterns in countries in which the Company
operates, governmental and public acceptance of the concept of privatization,
the number of facilities available for privatization and the Company's ability
to obtain awards for contracts and to integrate new facilities into its
management structure on a profitable basis. In addition, certain jurisdictions
recently have required the successful bidder to make a significant capital
investment in connection with the financing of a particular project. The
Company's ability to secure awards under such circumstances will, therefore,
also depend on the Company having sufficient capital resources. The Company
anticipates that there will be significant competition among operators of
correctional and detention facilities for construction and management contracts
for new facilities and for the renewal of contacts upon expiration.
Accordingly, there can be no assurance that the Company will be able to obtain
additional contracts to construct or manage new facilities or to retain its
existing contracts upon expiration thereof.
GROWTH STRATEGY. The Company intends to grow through internal
expansion and through selective acquisitions of additional companies. There
can be no assurance that the Company will be able to identify, acquire or
profitably manage additional companies or successfully integrate such
additional companies into the Company without substantial costs, delays or
other problems. In addition, there can be no assurance that companies acquired
in the future will be profitable at the time of their acquisition or will
achieve levels of profitability that justify the investment therein.
Acquisitions may involve a number of special risks, including, but not limited
to, adverse short-term effects on the Company's reported operating results,
diversion of management's attention, dependence on retaining, hiring and
training key personnel, risks associated with unanticipated problems or legal
liabilities and
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<PAGE> 8
amortization of acquired intangible assets, some or all of which could have a
material adverse effect on the Company's operations and financial performance.
CONTRACT DURATION. The Company's facility management contracts
typically have terms ranging from one to five years. The Company has two
contracts that will expire in 1996, one of which has a two-year renewal option
which is automatically renewed subject to legislative appropriation and one of
which will be subject to competitive re-bid. The Company's management
contracts generally contain one or more renewal options for terms ranging from
one to five years. Only the contracting governmental agency may exercise a
renewal option. No assurance can be given that any agency will exercise a
renewal option in the future. Additionally, the contracting governmental
agency typically may terminate a facility contract without cause by giving the
Company adequate written notice.
CONTRACTS SUBJECT TO GOVERNMENTAL FUNDING. The Company's facility
management contracts are subject to either annual or bi-annual governmental
appropriations. A failure by a governmental agency to receive such
appropriations could result in termination of the contract by such agency or a
reduction of the management fee payable to the Company. In addition, even if
funds are appropriated, delays in payments may occur which could negatively
affect the Company's cash flow. Furthermore, in certain cases the development
and construction of facilities to be managed by the Company are subject to
obtaining construction financing. Such financing may be obtained through a
variety of means, including without limitation, sale of tax-exempt bonds or
other obligations or direct governmental appropriation. The sale of tax-exempt
bonds or other obligations may be adversely affected by changes in applicable
tax laws or adverse changes in the market for tax-exempt bonds or other
obligations.
GOVERNMENTAL REGULATION: OVERSIGHT, AUDITS AND INVESTIGATIONS. The
Company's business is highly regulated by a variety of governmental authorities
which continuously oversee the Company's business and operations. For example,
the contracting agency typically assigns full-time, on-site personnel to a
facility to monitor the Company's compliance with contract terms and applicable
regulations. Failure by the Company to comply with contract terms or
regulations could expose it to substantial penalties, including the loss of a
management contract. In addition, changes in existing regulations could
require the Company to modify substantially the manner in which it conducts
business and, therefore, could have a material adverse effect on the Company.
Additionally, the Company's contracts give the contracting agency the
right to conduct audits of the facilities and operations managed by the Company
for the agency, and such audits occur routinely. An audit involves a
governmental agency's review of the Company's compliance with the prescribed
policies and procedures established with respect to the facility. The Company
also may be subject to investigations as a result of an audit, an inmate's
complaint or other causes.
FACILITY OCCUPANCY LEVELS. A substantial portion of the Company's
revenues are generated under facility management contracts that specify a net
rate per day per inmate ("per diem rate") based upon occupancy rates (some of
which provide guaranteed minimum occupancy levels), while a substantial portion
of the Company's cost structure is fixed. Under a per diem rate structure, a
decrease in occupancy rates could cause a decrease in revenues and
profitability. The Company is, therefore, dependent on government agencies
supplying Company facilities with a sufficient number of inmates to meet the
facilities' design capacities. A failure to do so may cause the Company to
forgo revenues and income or delay recognition of revenues and income to later
periods. The Company has recently experienced a delay in filling three Texas
facilities to their design capacities in accordance with the anticipated
schedule set forth in the contracts.
ACCEPTANCE OF PRIVATIZED CORRECTIONAL AND DETENTION FACILITIES.
Management of correctional and detention facilities by private entities has not
achieved complete acceptance by either governments or the public. Some sectors
of the federal government and some state governments are legally unable to
delegate their traditional management responsibilities for correctional and
detention facilities to private companies. The operation of
4
<PAGE> 9
correctional and detention facilities by private entities is a relatively new
concept, is not widely understood by the public and has encountered resistance
from certain groups, such as labor unions, local sheriff's departments and
groups that believe correctional and detention facility operations should only
be conducted by governmental agencies. Such resistance may cause a change in
public and government acceptance of privatized correctional facilities. In
addition, changes in dominant political parties in any of the markets in which
the Company operates could result in significant changes to previously
established views of privatization in such markets.
OPPOSITION TO FACILITY LOCATION AND ADVERSE PUBLICITY. The Company's
success in obtaining new awards and contracts may depend in part upon its
ability to locate land that can be leased or acquired on economically favorable
terms by the Company or other entities working with the Company in conjunction
with the Company's's proposal to construct and/or manage a facility. Some
locations may be in or near populous areas and, therefore, may generate legal
action or other forms of opposition from residents in areas surrounding a
proposed site. The Company's business is subject to public scrutiny. In
addition to possible negative publicity about privatization in general, an
escape, riot or other disturbance at a Company-managed facility or another
privately-managed facility may result in publicity adverse to the Company and
the industry in which it operates, which could materially adversely affect the
Company's business.
BUSINESS CONCENTRATION. Contracts with governmental agencies of the
State of Texas accounted for 41% and 48% of the Company's revenues in Fiscal
1994 and Fiscal 1993, respectively. Contracts with the New South Wales
Department of Corrective Services accounted for 15% of the Company's revenues
in Fiscal 1994. Contracts with the Queensland Corrective Services Commission
accounted for 13% of the Company's revenues in Fiscal 1994. Contracts with the
Louisiana Department of Public Safety and Corrections accounted for 13% and 17%
of the Company's revenues in Fiscal 1994 and Fiscal 1993, respectively. The
loss of, or a significant decrease in, business from one or more of the
foregoing agencies could have a material adverse effect on the Company's
results of operations.
POTENTIAL LEGAL LIABILITY. The Company's management of correctional
and detention facilities exposes it to potential third-party claims or
litigation by prisoners or other persons for personal injury or other damages
resulting from contact with Company-managed facilities, programs, personnel or
prisoners, including damages arising from a prisoner's escape or from a
disturbance or riot at a Company-managed facility. In addition, the Company's
management contracts generally require the Company to indemnify the
governmental agency against any damages to which the governmental agency may be
subject in connection with such claims or litigation. The Company participates
in an insurance program maintained by Parent that provides coverage for certain
liability risks faced by the Company, including personal injury, bodily injury,
death or property damage to a third party where the Company is found to be
negligent. There can be no assurance, however, that the Company's insurance
will be adequate to cover all potential claims. In addition, the Company is
involved in certain litigation matters relating to certain of its facilities.
DEPENDENCE ON PARENT FOR CERTAIN SERVICES. The Company has
historically been dependent upon Parent for various services including legal,
accounting, financial, data processing, auditing, treasury, cash management,
insurance, government contract management and human resource services. Parent
continues to provide certain of these services to the Company at a fixed annual
fee under a contract that was renewed for a two-year term expiring December 31,
1997. In addition, the Company is a named insured under an insurance program
maintained by Parent that includes commercial general liability, automobile
liability and workers compensation coverage. The Company reimburses Parent for
direct and indirect costs associated with such coverage. No assurance can be
given that Parent will continue to provide the Company such services or
insurance coverage after December 31, 1997 and the cost of such services and
insurance coverage may be significantly higher if the Company purchases such
services or coverage from unaffiliated providers.
INFLATION. The Company's largest facility management expense is
personnel costs. Most of the Company's facility management contracts provide
for payments to the Company of either fixed management fees or
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<PAGE> 10
fees that increase by only small amounts during their terms. If, due to
inflation or other causes, the Company must increase the wages and salaries of
its employees at rates faster than increases, if any, in management fees, then
the Company's profitability would be adversely affected.
COMPETITION. The Company competes with a number of companies,
including, but not limited to, Corrections Corporation of America, Esmore
Correctional Services, Inc., Group 4 International Correction Services,
Securicor Group, U.K. Detention Services, Ltd. and U.S. Corrections
Corporation. Some of these companies are larger and have greater resources
than the Company. The Company also competes in some markets with small local
companies that may have better knowledge of the local conditions and may be
better able to gain political and public acceptance. Potential competitors can
enter the Company's business without substantial capital investment or previous
experience in the management of correctional and detention facilities. In
addition, in some markets, the Company may compete with governmental agencies
that manage correctional facilities.
ECONOMIC RISKS ASSOCIATED WITH DEVELOPMENT ACTIVITIES. When the
Company is engaged to perform construction and design services for a facility,
the Company typically acts as the primary contractor and subcontracts with
other parties who act as the general contractor. As primary contractor, the
Company is subject to the various risks of construction (including, without
limitation, shortages of labor and materials, work stoppages, labor disputes
and weather interference) which could cause construction delays, and the
Company is subject to the risk that the general contractor will be unable to
complete construction at the budgeted cost or be unable to fund any excess
construction costs. Under such contracts the Company is ultimately liable for
all late delivery penalties and cost overruns.
FACILITY LEASE LIABILITY. The Company currently leases four of the
facilities that it manages. One of the leases for such facilities does not
terminate upon the completion or termination of the management contract for
such facility. If a management contract for such a facility is completed or
terminated, the Company would be obligated to continue to make lease payments
until expiration of the facility lease, even though it no longer would receive
management fees with respect to such facility. Under such leases, the Company
may have no contractual remedy to obtain reimbursement. At December 1, 1995,
the Company's maximum potential remaining liability under such leases was
approximately $118,000.
CONTROL OF COMPANY. George R. Wackenhut and his wife, Ruth J.
Wackenhut, together, through trusts over which they have sole dispositive and
voting power control approximately 50.004% of the issued and outstanding voting
common stock of Parent. Parent owns approximately 55% of the issued and
outstanding shares of Common Stock of the Company. As a result, through
Parent, George R. Wackenhut and Ruth J. Wackenhut will be able to control
virtually all matters requiring approval of the shareholders of the Company,
including the election of all of the directors. Although Parent intends to
maintain a controlling interest in the Company and has no present plans to
distribute or otherwise dispose of its shares in the Company, Parent recognizes
that the Company may need additional capital as it expands and that the Company
may sell additional shares with the result that Parent may own less than 50% of
the shares of the Company.
ANTI-TAKEOVER PROVISIONS. Pursuant to the Company's Articles of
Incorporation, the Company's Board of Directors has the authority to issue
shares of preferred stock and to determine the rights, preferences, privileges
and restrictions of such shares without any further vote or action by the
Company's shareholders. The issuance of preferred stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company. In addition, certain provisions of the Florida
Business Corporation Act have anti-takeover effects and may inhibit a
non-negotiated merger or other business combination. These provisions are
intended to encourage any person interested in acquiring the Company to
negotiate with, and to obtain the approval of, the Board of Directors in
connection with such a transaction. However, certain of these provisions may
discourage a future acquisition of the Company, including an acquisition in
which the shareholders might otherwise receive a premium for their shares. As
a result, shareholders who might desire to participate in such a transaction
may not have the opportunity to do so.
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DEPENDENCE UPON EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES. The
continued success of the Company is dependent to a significant degree upon the
continuing services of its executive officers. The loss or unavailability of
any of the Company's executive officers could have an adverse effect on the
Company. In addition, the Company is dependent upon its ability to hire and
retain senior operational employees.
DESCRIPTION OF PLAN
The Plan grants to each Nonemployee Director the option to purchase
1,000 shares of the Company's Common Stock upon his or her election and each
re-election to the Company's Board of Directors. The aggregate number of
shares of Common Stock that may be issued under the Plan is 60,000 shares.
SELLING SHAREHOLDERS
The following table shows the names of the Selling Shareholders and
positions with the Company, the number of shares of the Company's Common Stock
beneficially owned by each of the Selling Shareholders as of August 9, 1996,
the number of shares of Common Stock covered by this Prospectus and the number
and percentage of Common Stock to be beneficially owned by each Selling
Shareholder after the completion of the Offering:
<TABLE>
<CAPTION>
% OF
COMMON
NUMBER OF NUMBER OF NUMBER OF STOCK
SHARES SHARES SHARES BENEFICIALLY
BENEFICIALLY COVERED BY BENEFICIALLY OWNED
POSITION WITH OWNED PRIOR TO THIS OWNED AFTER AFTER
SELLING SHAREHOLDER THE COMPANY OFFERING (1) PROSPECTUS OFFERING (2) OFFERING (2)
================================= ======================== ============== ========== ============ =============
<S> <C> <C> <C> <C> <C>
Norman A. Carlson . . . . . . . . Director 4,000 3,000 1,000 *
Benjamin R. Civiletti . . . . . . Director 3,000 3,000 0 0
Manuel J. Justiz . . . . . . . . Director 3,000 3,000 0 0
Anthony P. Travisono . . . . . . Director 3,000 3,000 0 0
</TABLE>
* less than 1% of issued and outstanding shares
(1) Includes shares subject to options which are exercisable within
sixty days of this Prospectus.
(2) Assumes that all shares offered hereby are sold.
NORMAN A. CARLSON has served as a Director of the Company since April
1994, and has served as a Director of the Parent since April 1993. Mr. Carlson
is Senior Lecturer in the Department of Sociology, University of Minnesota and
retired from the Department of Justice in 1987 after serving for 17 years as
Director of the Federal Bureau of Prisons. During his career, Mr. Carlson
worked at the United States Penitentiary, Leavenworth, Kansas, and the Federal
Correctional Institution, Ashland, Kentucky. Mr. Carlson was President of the
American Correctional Association from 1978 to 1980, and is a fellow in the
National Academy of Public Administration. Mr. Carlson was a member of the
United Nations Committee on Crime Prevention and Treatment of Offenders and
also served as co-chair of the United States delegation to the committee.
BENJAMIN R. CIVILETTI has served as a Director of the Company since
April 1994. Mr. Civiletti has been Chairman of the law firm Venable, Baetjer
and Howard since 1993 and was Managing Partner of the firm from 1987 to 1993.
From 1979 to 1980, Mr. Civiletti served as the Attorney General of the United
States. Mr. Civiletti is Chairman of the Board of Maryland HealthCorp, Inc.,
and the Founding Chairman of the Maryland Legal Services Corporation; a
Director of Bethlehem Steel Corporation, and a Director of MBNA Corporation and
MBNA International. Mr. Civiletti is a Fellow of the American Bar Foundation,
the American Law Institute, and the
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<PAGE> 12
American College of Trial Lawyers. Mr. Civiletti was Chairman of the Maryland
Governor's Commission on Welfare Policy in 1993, and a member of the Maryland
Governor's Task Force on Alternatives to Incarceration in 1991.
MANUEL J. JUSTIZ has been a Director of the Company since June 1994.
Mr. Justiz is Dean of the College of Education at the University of Texas at
Austin, a position he has held since January 1, 1990. Mr. Justiz is also a
commissioner appointed by the Governor of Texas to the Education Commission of
the States (ECS), and serves on the ECS National Steering Committee. From 1985
to 1989, Mr. Justiz was a chaired professor of educational leadership and
public policies at the University of South Carolina, and in 1988 and 1989 was
the Martin Luther King-Rosa Parks Distinguished Scholar-in-Residence at the
University of Michigan. From 1982 to 1985, Mr. Justiz served as the Director
of the National Institute of Education after being appointed by President
Reagan. In this position, Mr. Justiz served as principal spokesperson for
educational policy and research to the President, the Secretary of Education,
Congress and education associations. Mr. Justiz is on the editorial board for
the Educational Record, the KLRU-PBS board, and the Best Foundation National
Advisory Board.
ANTHONY P. TRAVISONO has served as a Director of the Company since
April 1994. Mr. Travisono is a Director of the International Institute for
Correctional Studies at Salve Regina University in Rhode Island. From 1974 to
1991, Mr. Travisono was Executive Director of the American Correctional
Association and now serves as the Executive Director Emeritus of the American
Correctional Association. His career in the correctional field extends over 45
years, during which Mr. Travisono has been Director, Rhode Island Department of
Corrections; Director, Rhode Island Department of Mental Health, Retardation
and Hospitals; Director, Rhode Island Department of Social Welfare;
Superintendent, Iowa Training School for Boys; and Superintendent, Rhode Island
Training School for Boys.
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USE OF PROCEEDS
The Company will not receive any proceeds from the reoffering of
securities by the Selling Stockholders, although the Company is entitled to
receive the exercise price of the options under which the Common Shares are
acquired by the Selling Stockholders. The proceeds received by the Company on
the exercise of the options may be used for general corporate purposes.
PLAN OF DISTRIBUTION
The shares of Common Stock are being registered for reoffers and
resales by the Selling Shareholders for their own accounts. Such shares of
Common Stock may be sold from time to time by any of the Selling Shareholders
or by pledgees, donees, transferees or other successors in interest, directly
to purchasers, in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange, in separately negotiated
transactions or in a combination of such transactions, at market prices
prevailing at the time of such sale, at prices related to such prevailing
prices or at prices otherwise negotiated.
The Selling Shareholders may be limited in the amount of shares of
Common Stock which they may sell during any three month period as a result of
the volume limitations contained in Section 144 of the Exchange Act. The
amount of shares of Common Stock which may be sold by each of the Selling
Shareholders within any three month period may not exceed, when aggregated with
sales of shares of Common Stock of the Company by such Selling Shareholders,
the greater of (i) one percent of the shares of Common Stock of the Company
outstanding as shown by the most recent report filed by the Company; or (ii)
the average weekly reported volume of trading in shares of Common Stock on the
New York Stock Exchange during the four calendar weeks preceding the filing of
the Forms required under Rule 144 promulgated under the Securities Act (or if
no such notice is required, the date of receipt of the order by a broker-dealer
to execute the transaction), or (iii) the average weekly volume of trading in
the shares of Common Stock reported through the consolidated transaction
reporting system under the Exchange Act during such four week period.
The Selling Shareholders may effect such transactions by selling the
shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the share for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions). The Selling Shareholders and any
broker-dealers that participate in the distribution of the shares may be deemed
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under
the Securities Act.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock through a block trade, a special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c) of
the Securities Act, disclosing (i) the name of each such Selling Shareholder
and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus and (vi)
other facts material to the transaction.
There can be no assurances that any of the Selling Shareholders will
sell any or all of the shares of Common Stock offered by them hereunder.
9
<PAGE> 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, he court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The indemnification and advancements of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which he director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Business Corporation Act, relating to a director's liability
for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall indemnify
every person who was or is a party of or was threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact he is or was a director, officer, employee,
or agent, or is or was serving at the request of the Registrant as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, (except in such case involving gross negligence or willful
misconduct) in the performance of their duties to the full extent permitted by
applicable law. Such indemnification may, in the discretion of the Board of
10
<PAGE> 15
Directors, include advances of his expenses in advance of final disposition
subject to the provisions of applicable law. Such right of indemnification
shall not be exclusive of any right to which any director, officer, employee,
agent or controlling shareholder of the Registrant may be entitled as a matter
of law.
Under the Registrant's indemnification agreements with its officers
and directors it is obligated to indemnify each of its officers and directors
to the fullest extent permitted by law with respect to all liability and loss
suffered, and reasonable expense incurred, by such person, in any action suit
or proceeding in which such person was or is made or threatened to be made a
party or otherwise involved by reason of the fact that such person was a
director of officer of the Registrant. The Registrant is also obligated to pay
the reasonable expenses of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advanced should
it be ultimately determined that such person is not entitled to
indemnification.
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors or officers.
11
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Company with the Commission
are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended March 31, 1996.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed with the Commission on June 27, 1994,
and any amendment or report filed with the Commission
for the purpose of updating such description.
In addition, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
as amended, after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of the
filing of such document with the Commission. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding other than any action by, or in the right of, the corporation,
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise
II-1
<PAGE> 17
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, in the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense or
litigating the proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought, or
any other court of competent jurisdiction, shall determine upon application
that, despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnify for such
expenses which such court shall deem proper. To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
The indemnification and advancement of expenses provided
pursuant to Section 607.0850 are not exclusive, and a corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall
indemnify every person who was or is a party of or was threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact he is or was a director,
officer, employee, or agent, or is or was serving at the request of the
Registrant as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses including attorney's fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, (except in such case involving
gross negligence or willful misconduct) in the performance of their duties to
the full extent permitted by applicable law. Such indemnification, in the
discretion of the Board of Directors, include advances of his expenses in
advance of final disposition subject to the provisions of applicable law. Such
right of indemnification shall not be exclusive or any right to which any
director, officer, employee, agent or controlling shareholder of the Registrant
may be entitled as a matter of law.
Under the Registrant's indemnification agreements with its
officers and directors it is obligated to indemnify each of its officers and
directors to the fullest extent permitted by law with respect to all liability
and loss suffered, and reasonable expense incurred, by such person, in any
action suite or proceeding in which such person
II-2
<PAGE> 18
was or is made or threatened to be a part or otherwise involved by reason of
the fact that such person was a director or officer of the Registrant. The
Registrant is also obligated to pay the reasonable expense of indemnified
directors or officers in defending such proceeding if the indemnified party
agrees to repay all amounts advance should it be ultimately determined that
such person is not entitled to indemnification.
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are
as follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation
of the Registrant (incorporated by reference
to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 --
File No. 33-79264).
4.2 -- Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 --
File No. 33- 79264).
4.3 -- Form of Common Stock Certificate (incorporated
by reference to the Registrant's Registration
Statement on the Registrant's Form 8-A filed
with the Commission on June 27, 1994).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation Nonemployee
Director Stock Option Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the
signature page hereto.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
II-3
<PAGE> 19
(i) To include any prospectus required by
Section 10(a)(3)of the Securities Act.
(ii) To reflect in the Prospectus any
facts or events arising after the effective date
of the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set fort in the
Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, 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 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 of whether such indemnification by it
is against public policy and as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Wackenhut Corrections Corporation, 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 the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 12th day of August, 1996.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ GEORGE C. ZOLEY
-------------------------------
GEORGE C. ZOLEY
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and John G. O'Rourke, and
each of them, as true and lawful attorneys-in-fact and agents 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 Securities and Exchange 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 and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on August 12, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ GEORGE R. WACKENHUT Chairman of the Board and Director
-----------------------------
GEORGE R. WACKENHUT
/s/ GEORGE C. ZOLEY President, Chief Executive Officer and
-----------------------------
GEORGE C. ZOLEY Director (Principal Executive Officer)
/s/ JOHN G. O'ROURKE Chief Financial Officer, Senior Vice
-----------------------------
JOHN G. O'ROURKE President Finance and Treasurer
(Principal Financial and
Accounting Officer)
</TABLE>
II-5
<PAGE> 21
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ RICHARD R. WACKENHUT Director
- -----------------------------
RICHARD R. WACKENHUT
Director
- -----------------------------
NORMAN A. CARLSON
Director
- -----------------------------
BENJAMIN R. CIVILETTI
/s/ MANUEL J. JUSTIZ Director
- -----------------------------
MANUEL J. JUSTIZ
/s/ ANTHONY P. TRAVISONO Director
- -----------------------------
ANTHONY P. TRAVISONO
</TABLE>
II-6
<PAGE> 22
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
_______________________________________
WACKENHUT CORRECTIONS CORPORATION
4200 WACKENHUT DRIVE, #100
PALM BEACH GARDENS, FLORIDA 33410-4243
II-7
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 -- File No. 33-79264).
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1 -- File No. 33-
79264).
4.3 -- Form of Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on the Registrant's Form 8-A filed
with the Commission on June 27, 1994).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation Nonemployee Director Stock Option
Plan .
23.1 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1).
24.1 -- Powers of Attorney --included as part of the signature page hereto.
</TABLE>
II-8
<PAGE> 1
EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
August 9, 1996
Wackenhut Corrections Corporation
4200 Wackenhut Drive #100
Palm Beach Gardens, FL 33410-4243
Gentlemen:
We have acted as special counsel to Wackenhut Corrections Corporation,
a Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") covering the issuance of up to 60,000 shares of the Company's
common stock, par value $.01 per share (the "Shares") pursuant to the exercise
of stock options granted under the Wackenhut Corrections Corporation
Nonemployee Director Stock Option Plan.
Based on our review of the Articles of Incorporation of the Company,
as amended and restated, the Bylaws of the Company, the Plan and documents
related thereto, and such other documents and records as we have deemed
necessary and appropriate, we are of the opinion that the Shares, if and when
issued and paid for upon exercise of options pursuant to the Plan and related
documents, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 10.1
WACKENHUT CORRECTIONS CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Effective April 27, 1995)
<PAGE> 2
WACKENHUT CORRECTIONS CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Effective April 27, 1995)
<TABLE>
<CAPTION>
CONTENTS
- --------------------------------------------------------------------------------------------------------------------------
SECTION PAGE
<S> <C> <C>
ARTICLE I. THE PLAN
1.1 Establishment of the Plan 1
1.2 Purpose of the Plan 1
1.3 Duration of the Plan 1
ARTICLE II. DEFINITIONS
2.1 Award Agreement 1
2.2 Board 1
2.3 Code 2
2.4 Company 2
2.5 Disability 2
2.6 Exchange Act 2
2.7 Fair Market Value 2
2.8 Nonemployee Director 2
2.9 Option 2
2.10 Participant 2
2.11 Plan Administrator 2
2.12 Shares 3
ARTICLE III. ADMINISTRATION
3.1 The Plan Administrator 3
3.2 Authority of the Plan Administrator 3
3.3 Decisions Binding 3
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares 3
4.2 Lapsed Option Grants 4
4.3 Adjustments in Authorized Shares 4
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility 4
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
5.2 Actual Participation 4
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 Grants of Options 4
6.2 Limitation on Grant of Options 4
6.3 Award Agreement 5
6.4 Option Price 5
6.5 Duration of Options 5
6.6 Vesting of Shares Subject to Option 5
6.7 Payment 5
6.8 Termination of Service on Board Due to Death 5
6.9 Termination of Service on Board Due to Disability 6
6.10 Termination of Service on Board for Other Reasons 6
6.11 Nontransferability of Options 6
6.12 Restrictions on Share Transferability 6
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 Amendment, Modification and Termination 6
7.2 Options Previously Granted 7
ARTICLE VIII. MISCELLANEOUS
8.1 Indemnification 7
8.2 Beneficiary Designation 7
8.3 Successors 7
8.4 Severability 7
8.5 Requirements of Law 8
8.6 Governing Law 8
</TABLE>
ii
<PAGE> 4
ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
Wackenhut Corrections Corporation (the "Company"), hereby establishes an
incentive compensation plan providing for the grant of nonqualified stock
options to Nonemployee Directors, subject to the terms and provisions set forth
herein. This plan shall be known as the Wackenhut Corrections Corporation
Nonemployee Director Stock Option Plan (the "Plan").
Subject to ratification by an affirmative vote of a majority of Shares present
and entitled to vote at the 1996 Annual Meeting at which a quorum is present,
the Plan shall become effective as of April 27, 1995 (the "Effective Date").
1.2 PURPOSE OF THE PLAN
The purpose of the Plan is to promote the achievement of long-term objectives
of the Company by linking the personal interests of Nonemployee Directors to
those of Company shareholders, and to attract and retain Nonemployee Directors
of outstanding competence.
1.3 DURATION OF THE PLAN
The Plan shall commence on April 27, 1995 and shall remain in effect, subject
to the right of the Board to amend or terminate the Plan at any time pursuant
to section 7.1, until all Shares subject to the Plan have been purchased or
acquired according to the Plan's provisions. However, in no event may an
Option be granted under the Plan on or after April 26, 2005.
ARTICLE II. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is
intended, the term is capitalized. The definition of any term in the singular
shall also include the plural.
2.1 AWARD AGREEMENT
Award Agreement means an agreement entered into by the Company and each
Participant setting forth the terms and provisions applicable to Options
granted under this Plan.
2.2 BOARD
Board means the Board of Directors of Wackenhut Corrections Corporation.
2.3 CODE
Code means the Internal Revenue Code of 1986, as amended from time to time.
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2.4 COMPANY
Company means Wackenhut Corrections Corporation and any successor organization
as provided in section 8.3.
2.5 DISABILITY
Disability means any disabling condition which entitles the Participant to
disability benefits under the federal Social Security Act.
2.6 EXCHANGE ACT
Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time.
2.7 FAIR MARKET VALUE
Fair Market Value means the last closing sale price of a Share on or prior to
the relevant date that is reported by the principal securities exchange on
which the Shares are publicly traded.
2.8 NONEMPLOYEE DIRECTOR
Nonemployee Director means any individual who is a member of the Board, but who
has never otherwise been an employee of the Company.
2.9 OPTION
Option means an option to purchase Shares granted under Article VI. Such
Options are not intended to meet the requirements of Code section 422.
2.10 PARTICIPANT
Participant means a Nonemployee Director of the Company who has one or more
outstanding Options under the Plan.
2.11 PLAN ADMINISTRATOR
Plan Administrator means the Compensation Committee of the Company's Board.
2.12 SHARES
Shares means the common stock of the Company.
ARTICLE III. ADMINISTRATION
3.1 THE PLAN ADMINISTRATOR
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The Plan shall be administered by the Plan Administrator subject to the
restrictions set forth in this Plan. The Plan Administrator may delegate to
one or more individuals or a committee any of its powers and duties as Plan
Administrator that it deems desirable. In this case, every reference in the
Plan to the Plan Administrator shall be deemed to include these individuals or
the committee as to matters within their jurisdiction.
3.2 AUTHORITY OF THE PLAN ADMINISTRATOR
The Plan Administrator shall have the full power, discretion, and authority to
administer this Plan in a manner which is consistent with its provisions.
Except as provided below, the Plan Administrator shall have the exclusive right
to interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions, by general rule or particular
decision.
However, in no event shall the Plan Administrator have the power to determine
Plan eligibility, or to determine the number, the purchase price, the vesting
period, or the frequency and timing of Options to be granted under the Plan to
any Participant. All such determinations are automatic pursuant to the
provisions of this Plan.
3.3 DECISIONS BINDING
All determinations and decisions made by the Plan Administrator pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company, its stockholders, employees, Participants, and their
estates and beneficiaries.
ARTICLE IV. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES
Subject to adjustment as provided in section 4.3, no more than 30,000 Shares
shall be eligible for purchase by Participants pursuant to Options granted
under this Plan.
4.2 LAPSED OPTION GRANTS
If any Option granted under this Plan terminates, expires, or lapses for any
reason, any Shares subject to purchase pursuant to such Option shall again be
available for the grant of an Option under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares, such
adjustment shall be made in the number and
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class of and/or price of Shares subject to outstanding Options granted under
this Plan, as may be determined to be appropriate and equitable by the Board,
in its sole discretion, to prevent dilution or enlargement of rights.
ARTICLE V. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY
Nonemployee Directors shall be eligible to become Participants in accordance
with section 5.2.
5.2 ACTUAL PARTICIPATION
Subject to the provisions of Article VI, all Nonemployee Directors shall become
Participants by receiving grants of Options upon election and/or reelection to
serve on the Board.
ARTICLE VI. NONQUALIFIED STOCK OPTIONS
6.1 GRANTS OF OPTIONS
Subject to the limitation on the number of Shares subject to this Plan, and
subject to the shareholder approval requirement described in section 1.1, each
Nonemployee Director shall be granted--
(a) an Option to purchase 500 Shares upon his or her April 27, 1995
election or re-election to serve on the Board; and
(b) an Option to purchase 1,000 Shares upon each subsequent election or
re-election to serve on the Board.
6.2 LIMITATION ON GRANT OF OPTIONS
Other than those grants of Options set forth in section 6.1, no additional
Options shall be granted under this Plan.
6.3 AWARD AGREEMENT
Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price (as defined in section 6.4), the duration of the Option, and
the number of Shares available for purchase under the Option as set forth in
this Plan.
6.4 OPTION PRICE
The purchase price per Share available for purchase under an Option shall be
equal to Fair Market Value of such Share on the date the Option is granted.
6.5 DURATION OF OPTIONS
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Each Option shall expire on the tenth (10th) anniversary date of its grant.
6.6 VESTING OF SHARES SUBJECT TO OPTION
Options granted under the Plan shall be 100 percent vested at all times.
Participants shall be entitled to exercise Options at any time and from time to
time, within the time period beginning on the date on which the Option is
granted, and ending ten (10) years after grant of the Option.
6.7 PAYMENT
Options shall be exercised by the delivery of a written notice of exercise to
the Secretary of the Company, setting forth the number of Shares with respect
to which the Option is to be exercised. The Option Price (as defined in
section 6.4) of any Option shall be payable to the Company in full in cash or
its equivalent upon exercise.
As soon as practicable after receipt of a written notification of exercise and
full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased pursuant to the exercise of the Option.
6.8 TERMINATION OF SERVICE ON BOARD DUE TO DEATH
If a Participant dies while he or she is actively serving as a Nonemployee
Director, any outstanding Options may be exercised by the Participant's legal
representative or beneficiary any time before the earlier of--
(a) the expiration date of such Options; or
(b) the second anniversary of the Participant's death.
6.9 TERMINATION OF SERVICE ON BOARD DUE TO DISABILITY
If a Participant incurs a Disability while he or she is actively serving as a
Nonemployee Director, the Participant may exercise any Options that are
outstanding at the time of such Disability before the earlier of--
(a) the expiration date of such Options; or
(b) the second anniversary of the date of Disability.
(If the Participant dies after incurring a Disability, but before the
expiration of the exercise period described above, the Participant's legal
representative or beneficiary may exercise any outstanding Options before
the expiration of such period.)
6.10 TERMINATION OF SERVICE ON BOARD FOR OTHER REASONS
If the service of the Participant on the Board shall terminate for any reason
other than for death or Disability, any outstanding Options held by the
Participant shall remain exercisable at any time prior to their expiration
date, or for six months after the date the Participant's service on the Board
terminates, whichever period is shorter.
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6.11 NONTRANSFERABILITY OF OPTIONS
No Option granted under this Plan may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, all Options granted to a Participant under
this Plan shall be exercisable during his or her lifetime only by such
Participant.
6.12 RESTRICTIONS ON SHARE TRANSFERABILITY
The Board may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under this Plan, as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities laws,
under the requirements of any Stock exchange or market upon which such Shares
are then listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
ARTICLE VII. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time alter, amend, suspend, or terminate the Plan in whole
or in part. However, no amendment which fails to comply with the exemptions
available under Rule 16b-3 of the Exchange Act, including any successor to the
Rule, shall be effective.
7.2 OPTIONS PREVIOUSLY GRANTED
Unless required by law, no termination, amendment, or modification of this Plan
shall in any manner adversely affect any Option previously granted under this
Plan, without the written consent of the Participant holding the Option.
ARTICLE VIII. MISCELLANEOUS
8.1 INDEMNIFICATION
The Company shall indemnify each person against any and all claims, losses,
damages, and expenses (including counsel fees) incurred by such individual for
the exercise of any duties as Plan Administrator, whether singly or as a member
of committee, and against any liability, including any amounts paid in
settlement with the Company's approval, arising from the individual's action or
failure to act, except when the same is judicially determined to be
attributable to the gross negligence or willful misconduct of the individual.
8.2 BENEFICIARY DESIGNATION
Each Participant under this Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to exercise
the rights described in sections 6.8
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and 6.9. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Plan Administrator and will
be effective only when filed by the Participant in writing with the Plan
Administrator during his or her lifetime. In the absence of any such
designation, such rights may be exercised by the executor of the Participant's
estate.
8.3 SUCCESSORS
All obligations of the Company under this Plan, with respect to Options granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
8.4 SEVERABILITY
If a provision of this Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan. The Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included herein.
8.5 REQUIREMENTS OF LAW
The granting of Options under this Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
8.6 GOVERNING LAW
To the extent not preempted by Federal law, this Plan, and all Award Agreements
hereunder, shall be construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, the authorized officers of the Company have signed this
document and have affixed the corporate seal on _________________, 1996, but
effective as of April 27, 1995.
THE WACKENHUT CORPORATION
ATTEST: By /s/ George C. Zoley
----------------------------------
George C. Zoley
Its President and CEO
By _____________________________
Its _______________________ (Corporate Seal)
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 2, 1996 included in Wackenhut Corrections Corporation's Form 10-K for
the year ended December 31, 1996 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida
August 9, 1996
