-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IojRoaBTFPcknrmjbcKMlmHZahsp3qIzoeQjupZamCyWqP1TepZIvb8lU0zVgHQs h/rdlKGS6Dje71CtEUVG6w== 0000950144-98-001719.txt : 19980218 0000950144-98-001719.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950144-98-001719 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980217 EFFECTIVENESS DATE: 19980217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACKENHUT CORP CENTRAL INDEX KEY: 0000104030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 590857245 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46399 FILM NUMBER: 98541742 BUSINESS ADDRESS: STREET 1: 4200 WACKENHUT DRIVE STREET 2: #100 CITY: PALM BEACH GARDEN STATE: FL ZIP: 33410 BUSINESS PHONE: 5616225656 MAIL ADDRESS: STREET 1: 4200 WACKENHUT DR STREET 2: #100 CITY: PALM BEACH GARDEN STATE: FL ZIP: 33410 S-8 1 WACKENHUT CORPORATION FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- THE WACKENHUT CORPORATION (Exact Name of Registrant as Specified in its Charter) FLORIDA 59-0857245 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer 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) EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plans) 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: BRADLEY D. HOUSER, 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
========================================================================================================================= PROPOSED MAXIMUM TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE PRICE (2 ) REGISTRATION FEE ========================================================================================================================= SERIES B COMMON STOCK, PAR VALUE $.10 PER SHARE (3) 1,000,000 23.21875 (2) 23,218,750 $6,850 =========================================================================================================================
2 (1) This Registration Statement also covers any additional shares that may hereafter become issuable as a result of the adjustment provisions of The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan"). (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"). The proposed Maximum Offering Price is based on the average of the high and low prices of shares of Series B Common Stock as reported on the New York Stock Exchange on February 10, 1998 of $23.21875 per share. (3) Includes the aggregate number of shares purchased or purchasable with employer or employee contributions under the Plans during the next two years. Total Number of Sequentially Numbered Pages: _____ Exhibit Index on Sequentially Numbered Page: ______ 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan"), as specified by Rule 428 (b) (1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. 2 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT (Not Required in Prospectus) ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Commission are incorporated herein by reference. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 1996. (b) The Registrant's Quarterly Reports on Form 10-Q for the thirteen weeks ended March 30, 1997, the thirteen weeks ended June 29, 1997 and the thirteen weeks ended September 28, 1997. (c) The description of the Registrant's Series B Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 19, 1992, and any amendment or report filed with the Commission for the purpose of updating such description. In addition, all documents filed by the Registrant and the Plan if necessary with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to the Secretary, The Wackenhut Corporation, 4200 Wackenhut Drive #100, Palm Beach Gardens, Florida 33410-4243, telephone number (561) 622-5656. 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 Registrant, by reason of the fact that he is or was a director, officer, employee, 3 5 or agent of the Registrant or is or was serving at the request of the Registrant 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, in the best interests of the Registrant, 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 of the Registrant, 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, suit or proceeding in which such person 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 4 6 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:
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 -- Amended and Restated Articles of Incorporation of the Registrant, as amended, (incorporated by reference to Registration Statement on Form S- 2 -- (File No. 333-03249). 4.2 -- Bylaws of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A. 10.1 -- The Wackenhut Corporation Employee Stock Purchase Plan 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- 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.
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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act. 5 7 (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. 6 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, The Wackenhut 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 11th day of February, 1998. THE WACKENHUT CORPORATION By: /s/ George R. Wackenhut ------------------------------------ GEORGE R. WACKENHUT Chairman of the Board, 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 Robert C. Kneip, 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 February 11, 1998. 7 9
SIGNATURE TITLE --------- ----- /s/ George R. Wackenhut - ------------------------------------------------- Chairman of the Board, Chief Executive Officer and GEORGE R. WACKENHUT Director (Principal Executive Officer) /s/ Philip L. Maslowe - ------------------------------------------------- Senior Vice President - Finance and Chief Financial PHILIP L. MASLOWE Officer (Principal Financial Officer) /s/ Juan D. Miyar - ------------------------------------------------- Vice President and Corporate Controller (Principal JUAN D. MIYAR Accounting Officer) /s/ Julius W. Becton, Jr. - ------------------------------------------------- Director JULIUS W. BECTON, JR. /s/ Richard G. Capen, Jr. - ------------------------------------------------- Director RICHARD G. CAPEN, JR. /s/ Anne N. Foreman - ------------------------------------------------- Director ANNE N. FOREMAN /s/ Edward L. Hennessy, Jr. - ------------------------------------------------- Director EDWARD L. HENNESSY, JR. /s/ Paul X. Kelley - ------------------------------------------------- Director PAUL X. KELLEY /s/ Nancy Clark Reynolds - ------------------------------------------------- Director NANCY CLARK REYNOLDS /s/ Richard R. Wackenhut - ------------------------------------------------- Director RICHARD R. WACKENHUT
8 10
SIGNATURE TITLE --------- ----- /s/ Carroll A. Campbell, Jr. - ------------------------------------------------- CARROLL A. CAMPBELL, JR. Director
9 11
EXHIBIT INDEX EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER ------- ----------- ----------- 4.1 -- Amended and Restated Articles of Incorporation of the Registrant, as amended, (incorporated by reference to the Registrant's Registration Statement on Form S-2 -- File No. 333-03249). --- 4.2 -- Bylaws of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). --- 5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A. 10.1 -- The Wackenhut Corporation Employee Stock Purchase Plan 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- 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.
10 EX-5.1 2 OPINION OF AVERMAN SENTERFITT 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 February 17, 1998 The Wackenhut Corporation 4200 Wackenhut Drive #100 Palm Beach Gardens, FL 33410-4243 Gentlemen: We have acted as special counsel to The Wackenhut 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 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares") pursuant to The Wackenhut Corporation Employee Stock Purchase Plan (the "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. EX-10.1 3 EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 10.1 2 2 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN 3 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ CONTENTS SECTION PAGE SUBSCRIPTION AGREEMENT FORM ARTICLE I. THE PLAN 1.1 Establishment of the Plan............................1 1.2 Applicability of the Plan............................1 1.3 Purpose of the Plan..................................1 ARTICLE II. DEFINITIONS 2.1 Affiliate............................................1 2.2 Beneficiary..........................................1 2.3 Board................................................1 2.4 Closing Price........................................1 2.5 Code.................................................1 2.6 Common Stock.........................................1 2.7 Company..............................................1 2.8 Compensation.........................................1 2.9 Contribution Account.................................1 2.10 Effective Date.......................................1 2.11 Employee.............................................2 2.12 Employer.............................................2 2.13 Exercise Date........................................2 2.14 Grant................................................2 2.15 Issue Price..........................................2 2.16 Member...............................................2 2.17 Participation Period.................................2 2.18 Plan.................................................2 2.19 Plan Administrator...................................2 2.20 Trading Date.........................................2 ARTICLE III. ELIGIBILITY 3.1 Eligibility..........................................2 3.2 Enrollment...........................................2 3.3 Termination of Plan Participation....................3 ARTICLE IV. AVAILABLE STOCK 4.1 In General...........................................3 4.2 Changes in Corporate Capitalization..................3 4.3 Dissolution, Merger, and Consolidation......................................4 ARTICLE V. PURCHASING COMMON STOCK 5.1 Member's Accounts....................................4 5.2 Employee Contributions...............................4 5.3 Stock Purchase.......................................4 ARTICLE VI. AMENDMENT AND TERMINATION 6.1 Amendment............................................5 6.2 Termination..........................................5 ARTICLE VII. GENERAL PROVISIONS 7.1 Administration.......................................5 7.2 Shareholder Approval.................................5 7.3 Rights Not Transferrable.............................5 7.4 Shareholder Rights...................................5 7.5 No Contract of Employment............................6 7.6 Tax Withholding......................................6 7.7 Application of Funds.................................6 7.8 Applicable Law.......................................6 7.9 Severability.........................................6 NOTICE OF WITHDRAWAL FORM.................................Inside Back Cover 4 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT ================================================================================ DATE: __________________ [ ] ORIGINAL ELECTION [ ] CHANGE IN PAYROLL DEDUCTION AMOUNT [ ] CHANGE OF BENEFICIARY(IES) 1. I, _________________________________, hereby elect to participate in The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan"), effective with the next beginning Participation Period, and hereby subscribe to purchase The Wackenhut Corporation's (TWC) B Series common shares ("Common Shares") in accordance with this SUBSCRIPTION AGREEMENT and the Plan. 2. I elect to have contributions in the amount of ___________ percent (___%) of my compensation applied to these purchases. I understand that this amount must not be less than one percent (1%), and not more than ten percent (10%), of my compensation, and that fractional percentages are not permitted. 3. I hereby authorize payroll deductions from each paycheck, at the rate stated in Section 2 of this SUBSCRIPTION AGREEMENT. I understand that all payroll deductions made by me shall be credited to my account under the Plan and that I may not make any additional payments into such account. I understand that all payments made by me shall be accumulated for the purchase of Common Shares at the applicable purchase price determined in accordance with the Plan. I further understand that, except as otherwise set forth in the Plan, shares will be purchased for me automatically on the purchase date of the Participation Period unless I otherwise withdraw from the Plan by giving written notice in accordance with the Plan to TWC for such purpose. 4. I understand that I may discontinue my participation in the Plan at any time prior to the purchase date and that unless I discontinue my participation in the Plan, my participation will continue automatically in succeeding Participation Periods. I also understand that, during a predetermined contribution period, I may increase or decrease the rate of my contributions by completing and filing with TWC's Human Resources Department a new SUBSCRIPTION AGREEMENT. 5. I have received a copy of TWC's most recent Disclosure Document, including a description of the Plan, and a complete copy of The Wackenhut Corporation Employee Stock Purchase Plan. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. 6. I confirm that I am employed a minimum of twenty (20) hours per week and over five (5) months of the year with the Company. 7. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due to me under the Plan: Print Name:_______________________________ Relationship:_____________________ (First) (Middle) (Last) Address:__________________________________ Print Name:_______________________________ Relationship:_____________________ (First) (Middle) (Last) Address:___________________________________ 5 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT (CONTINUED) ================================================================================ 7. I understand that if I dispose of any shares purchased by me pursuant to the Plan within two (2) years after the offering date (the first day of the Participation Period during which I purchased such shares) or within one (1) year after the last day of that Participation Period (the purchase date), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition to the extent that the fair market value of the shares on the purchase date is greater than the purchase price, even if no gain is realized on the sale or gratuitous transfer. The difference, if any, between the proceeds of a sale, and the fair market value of the shares on the purchase date is a capital gain or loss (long-term or short-term, depending on whether the shares were held for more than one year). TWC may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to TWC any tax deductions or benefits attributable to the sale or early disposition of Common Shares by me. 8. If I dispose of such shares at any time after expiration of the two (2) year and one (1) year holding periods, I understand that I will be treated for federal income tax purposes as having received ordinary income to the extent of the lesser of (i.) the amount, if any, by which the fair market value of the shares exceeds the purchase price at the beginning of the relevant Participation Period (computing the purchase price as if the purchase date was the beginning date of the relevant Participation Period), or (ii.) the actual gain (the amount, if any, by which the fair market value of the shares on the date of sale, gift or death, exceeds the purchase price). Any further gain is taxed as long-term capital gains. If the shares are sold and the sale price is less than the purchase price, there is no ordinary income and I will have a long-term capital loss equal to the difference between the sale price and the purchase price. I UNDERSTAND THAT THIS TAX SUMMARY IS ONLY A SUMMARY AND IS SUBJECT TO CHANGE. 9. I hereby agree to be bound by the terms of the Plan. The effectiveness of this SUBSCRIPTION AGREEMENT is dependent upon my eligibility to participate in the Plan. 10. Capitalized terms not defined herein have the meanings given to them in the Plan. EMPLOYEE SIGNATURE:____________________________________________________________ PRINT NAME:____________________________________________________________________ SOCIAL SECURITY NUMBER:________________________________________________________ DATE:_______________________________________ SPOUSE'S SIGNATURE (necessary if beneficiary is not spouse): SIGNATURE:_____________________________________________________________________ PRINT NAME:____________________________________________________________________ DATE:_______________________________________ 6 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ ARTICLE I. THE PLAN - ------------------- 1.1 ESTABLISHMENT OF THE PLAN The Wackenhut Corporation (the "Company") hereby establishes a stock purchase plan, effective as of the date specified in section 2.10. This plan shall be known as The Wackenhut Corporation Employee Stock Purchase Plan (the "Plan"). 1.2 APPLICABILITY OF THE PLAN The provisions of this Plan apply only to eligible individuals who are Employees of the Company or a participating Affiliate on or after the Effective Date. 1.3 PURPOSE OF THE PLAN The purpose of the Plan is to provide employees of the Company and participating Affiliates with an opportunity to purchase Common Stock of the Company through payroll deductions. It is the intention of the Company to have the Plan qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986. Accordingly, the Plan shall be construed in a manner consistent with the requirements of such section. ARTICLE II. DEFINITIONS - ----------------------- Whenever used in this 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 AFFILIATE Affiliate means any present or future corporation which is a "subsidiary corporation" within the meaning of Code section 424(f). 2.2 BENEFICIARY Beneficiary means the person designated by a Member to receive any benefits payable on behalf of the Member after his or her death under section 3.3(b). This designation shall be made on the enrollment form described in section 3.2, and may be changed by the Member at any time by written notice to the Plan Administrator. If the Member dies without having designated a Beneficiary, or if the Beneficiary designated by the Member is not living at the time of the Member's death, the Member's Beneficiary shall be his or her estate. 2.3 BOARD Board means the Company's Board of Directors. 2.4 CLOSING PRICE Closing Price, as of any applicable date, means the closing bid price for a share of Common Stock-- (a) as reported on the National Association of Securities Dealers Automated Quotation System; or (b) if the Common Stock is traded on a stock exchange, the closing price on the principal exchange on which the Common Stock is traded. 2.5 CODE Code means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time. A reference to a particular section of the Code shall also be deemed to refer to the regulations under such section. 2.6 COMMON STOCK Common Stock means the "B Series" common stock of the Company. 2.7 COMPANY Company means The Wackenhut Corporation. 2.8 COMPENSATION Compensation means a Member's regular straight-time earnings, excluding payments for overtime, shift differential, bonuses, commissions, and other special payments. 2.9 CONTRIBUTION ACCOUNT Contribution Account means the bookkeeping account established on behalf of each Member under section 5.1. 2.10 EFFECTIVE DATE Effective Date means the first day of the calendar quarter coinciding with or next following the approval of this Plan by the shareholders and the completion of registration process required under the Securities Act of 1933. -1- 7 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ 2.11 EMPLOYEE Employee means each person employed by an Employer except-- (a) employees who customarily work fewer than 20 hours per week; or (b) employees who customarily work fewer than five months per year. 2.12 EMPLOYER Employer means the Company and each Affiliate which elects to become a party to the Plan with the approval of the Board. Initially, the Employer shall include the Company and each United States Affiliate except Wackenhut Corrections Corporation. 2.13 EXERCISE DATE Exercise Date means the last Trading Date of the applicable Participation Period. 2.14 GRANT Grant means a right allowed under this Plan to Employees to purchase shares of Common Stock under the Plan. 2.15 ISSUE PRICE Issue Price means, for any Participation Period, 90 percent of the Closing Price for the last Trading Date of the applicable Participation Period. 2.16 MEMBER Member means any Employee who has elected to participate in the Plan under section 3.2 and who has a balance in his or her Contribution Account. 2.17 PARTICIPATION PERIOD Participation Period means each calendar quarter beginning January 1, April 1, July 1, and October 1. 2.18 PLAN Plan means The Wackenhut Corporation Employee Stock Purchase Plan, as amended from time to time. 2.19 PLAN ADMINISTRATOR Plan Administrator means the Company. 2.20 TRADING DATE Trading Date means a date on which stocks in the United States are traded on the New York Stock Exchange, regardless of whether any Common Stock is actually traded on such date. ARTICLE III. ELIGIBILITY - ------------------------ 3.1 ELIGIBILITY Each Employee shall be eligible to participate in the Plan as of the later of-- (a) the first day of the Participation Period which begins on or after the Employee's completion of 12 months of service with the Employer; or (b) the Effective Date. Notwithstanding the above, no Employee shall be a Member for a Participation Period if, immediately after the end of such Participation Period, the Employee would own stock and/or hold outstanding Grants to purchase stock, possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company and its Affiliates. For purposes of this section, the attribution rules of Code section 424(d) shall apply in determining stock ownership of any Employee. 3.2 ENROLLMENT An eligible Employee may become a Member by enrolling in the Plan as of the first day of the earliest Participation Period determined under section 3.1 above, or as of the first day of any subsequent Participation Period (provided he or she is still an eligible Employee). An eligible Employee shall enroll as of the first day of any such Participation Period by completing an enrollment form at a time, and in a manner, prescribed by the Plan Administrator. This enrollment form shall authorize a regular payroll deduction from the Employee's Compensation for the applicable Participation Period. This payroll deduction shall be specified as either a-- (a) percentage of the Member's Compensation, ranging from 1 percent to 10 percent, as elected by the Member; or -2- 8 (b) a stated dollar amount to be deducted during each pay period within the Participation Period (which must also be between 1 percent and 10 percent of Compensation), as elected by the Member. 3.3 TERMINATION OF PLAN PARTICIPATION (a) TERMINATION OF EMPLOYMENT. Except as otherwise provided in subsection (b), a Member who terminates employment during a Participation Period shall be deemed to have discontinued participation on the first day after such Participation Period. Any contributions held in the Member's Contribution Account will be used to purchase Common Stock on the last day of such Participation Period. Certificates for shares of Common Stock credited to the Member under the Plan shall be distributed upon the Member's request of the Plan Administrator as soon as practicable following the Member's termination of employment. Alternatively, the Member may either continue to hold such certificate in an account described in section 5.3(c) or request the sale of all or part of the shares represented by such certificate and a corresponding cash distribution. (b) DEATH. If a Member dies during a Participation Period, any contributions held in the Member's Contribution Account will be used to purchase Common Stock on the last day of such Participation Period. Certificates for shares of Common Stock credited to the Member under the Plan shall be distributed to the Beneficiary upon the Beneficiary's request of the Plan Administrator as soon as practicable following the Member's death. Alternatively, the Member's Beneficiary may either continue to hold such certificate in an account described in section 5.3(c) or request the sale of all or part of the shares represented by such certificate and a corresponding cash distribution. (c) LEAVES OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a Member begins a leave of absence, is transferred to a nonparticipating Affiliate, or transfers into a position with an Employer where he or she no longer qualifies as an Employee under section 2.11, payroll deductions on behalf of such Member shall cease. The Contribution Account standing to the credit of the Member at the time of such leave or transfer shall be used to purchase Common Stock on the last day of the Participation Period in which such leave begins or such transfer occurs. However, a Member on a leave of absence from an Employer shall be deemed to terminate his or her participation in the Plan at the close of business on the day following the 90th day of leave, unless the Member has returned to regular employment with the Employer before such day. If the Member's employment is terminated under this paragraph, the Member shall be subject to subsection (a) above. ARTICLE IV. AVAILABLE STOCK - --------------------------- 4.1 IN GENERAL Subject to sections 4.2 and 4.3, 1,000,000 shares of Common Stock shall be available for purchase by Members under this Plan. These shares may be authorized and unissued shares or may be shares issued and subsequently acquired by the Company. If a Grant under the Plan expires or terminates for any reason without having been exercised in whole or in part, the shares subject to such Grant that are not purchased shall again be available for subsequent Grants under the Plan. If the total number of shares of Common Stock to be purchased on an Exercise Date exceeds the maximum number of shares available for the Participation Period, the Plan Administrator shall make a pro rata allocation of the shares available on the basis of the amounts credited to the Members respective Contribution Accounts. Any balance remaining in a Contribution Account after such allocation shall be distributed to the Member as soon as practicable. 4.2 CHANGES IN CORPORATE CAPITALIZATION The number of shares of Common Stock available under the Plan, the number of shares of Common Stock that are subject to each outstanding Grant, and the Issue Price per share of Common Stock may be appropriately adjusted as the Board may determine for any increase or decrease in the number of shares of issued Common Stock resulting from any stock dividend, stock split, combination of shares, recapitalization, or other change in the Company's capitalization. Adjustments shall be made -3- 9 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ according to the sole discretion of the Board, and its decision shall be final and binding. 4.3 DISSOLUTION, MERGER, AND CONSOLIDATION Upon the dissolution or liquidation of the Company, or upon a merger or consolidation of the Company in which the Company is not the surviving corporation, each Member who holds a Grant under the Plan shall be entitled to receive as of the next Exercise Date the same cash, securities, and/or other property which a holder of Common Stock was entitled to upon and at the time of such transaction. The Board shall take such steps in connection with these transactions as the Board deems necessary or appropriate to assure that the provisions of this section shall be applicable, as nearly as reasonably may be determined, in relation to the cash, securities, and/or property which the holder of the Grant may thereafter be entitled to receive. ARTICLE V. PURCHASING COMMON STOCK - ---------------------------------- 5.1 MEMBER'S ACCOUNTS The Plan Administrator shall establish a Contribution Account in the name of each Member. The payroll deductions authorized by the Member under section 5.2 below shall be credited to such Contribution Account, without interest, until such cash is used to purchase Common Stock in accordance with section 5.3. All contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions. 5.2 EMPLOYEE CONTRIBUTIONS (a) PAYROLL DEDUCTION. An eligible Employee may become a Member for a Participation Period by submitting an enrollment form which authorizes a payroll deduction to purchase Common Stock for such Participation Period. The payroll deduction shall be a specified dollar amount per pay period (equal to at least 1 percent, but not to exceed 10 percent, of the Employee's Compensation) or in any whole percentage of the Employee's pay period Compensation from 1 percent to 10 percent. This enrollment form shall be submitted by the Employee before the beginning of the applicable Participation Period by a date, and in a manner, determined by the Plan Administrator. (b) ELECTION CHANGES. The payroll deduction amount elected by the Member may not be revised during the Participation Period. Additionally, such election shall remain in effect throughout each subsequent Participation Period unless amended before such Participation Period by the Member's filing of the appropriate form (Subscription Agreement) with the Plan Administrator at a time, and in a manner, determined by the Plan Administrator. 5.3 STOCK PURCHASE (a) GENERAL RULE. Except as provided in sections 4.1 and 5.3(b), each Grant shall be exercised automatically on the Exercise Date to purchase shares of Common Stock which equals the balance in the Member's Contribution Account on such Exercise Date divided by the Issue Price. All shares purchased shall be maintained in a separate account for each participant. Fractional shares will be allocated to the participant's account under the plan. (b) CALENDAR YEAR LIMIT. Notwithstanding any provision in this Plan to the contrary, no Grant may be allowed that would permit the Member to accrue rights to purchase Common Stock under this Plan and any other employee stock purchase plan of the Company or an Affiliate that is qualified under Code section 423 at a rate which exceeds $25,000 of fair market value of such stock (determined at the time the Grant is allowed) for each calendar year in which the Grant is outstanding. Any Grant allowed under the Plan shall be deemed to be modified to the extent necessary to satisfy this subsection (b). (c) STOCK CERTIFICATES. As soon as reasonably practicable following the Exercise Date, Common Shares purchased under subsection (a) above shall be credited to an account in the Participant's name at the offices of the transfer agent designated by the Plan Administrator. Physical delivery of the Common Stock certificates shall not be required. -4- 10 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ ARTICLE VI. AMENDMENT AND TERMINATION - ------------------------------------- 6.1 AMENDMENT The Board may amend the Plan at any time. However, no amendment may-- (a) adversely affect any Grant that was allowed before the adoption date of such amendment; (b) increase the aggregate number of shares which may be issued under the Plan (except an increase occurring under section 4.2 relating to changes in the Company's capitalization) without shareholder approval; or (c) change the definition of Employer as set forth in section 2.12 without shareholder approval. If shareholder approval for an amendment is required under subsection (b) or (c), such approval must be obtained within 12 months after the date the amendment is approved by the Board. 6.2 TERMINATION The Board may terminate the Plan at any time. Additionally, except as provided in section 4.1, the Plan shall be terminated by the Board if the number of shares of Common Stock authorized for purposes of the Plan is not sufficient to meet the purchase requirements. If the Plan is terminated, the Plan Administrator shall give notice to affected Members, terminate all payroll deductions, and pay to the Members any balances remaining in their Contribution Accounts as soon as practicable following such termination. ARTICLE VII. GENERAL PROVISIONS - ------------------------------- 7.1 ADMINISTRATION The Plan Administrator shall be responsible for the administration of the Plan. The Plan Administrator shall have the authority-- (a) to establish rules and procedures for the administration of the Plan which are not inconsistent with the provisions hereof; (b) to interpret the terms and provisions of the Plan and determine all questions arising under the Plan; and (c) to delegate to the appropriate individuals the authority to administer the Plan and keep records of individual Member benefits. In carrying out its responsibilities, the Plan Administrator shall not discriminate in favor of or against any Member. Each eligible Employee shall have the same rights and privileges under the Plan, except that the amount of Common Stock which may be purchased under Grants allowed under the Plan shall bear a uniform relationship to the elected percentage of Compensation of such Employees. In carrying out its responsibilities, the Plan Administrator shall have the utmost discretion permitted by law. Also, to the extent permitted by law, all findings of fact, determinations, interpretations, and decisions of the Plan Administrator shall be conclusive and binding upon all persons. 7.2 SHAREHOLDER APPROVAL The Plan is subject to the approval by the holders of a majority of the outstanding shares of the Series A Common Stock within 12 months before or after the date this Plan is adopted by the Board. Such was granted by the shareholders at the annual shareholders meeting April 29, 1997. 7.3 RIGHTS NOT TRANSFERRABLE Rights and Grants allowed under the Plan may not be transferred by the Member except by will or by the laws of descent and distribution. Additionally, no Grant shall be subject to execution, attachment, or similar process. Any attempt to assign, transfer, or attach a Grant under this Plan shall be null and void. A Grant may be exercised only by the Member (or by the Member's legal representative if permitted under Code section 423) during his or her lifetime. 7.4 SHAREHOLDER RIGHTS A Member shall not have any rights as a shareholder with respect to Common Stock issuable pursuant to the exercise of a Grant under this Plan until a certificate for such shares of Common Stock are issued to him or her or the Company reflects the Member's ownership in its stock ledger or other appropriate record of Common Stock ownership. -5- 11 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN ================================================================================ 7.5 NO CONTRACT OF EMPLOYMENT Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of the Company or an Affiliate, or to interfere with the right of the Company or an Affiliate to discharge or retire any Employee at any time. 7.6 TAX WITHHOLDING The Plan Administrator may make appropriate withholding of federal, state, and local income taxes from a Member's Compensation to the extent that the Plan Administrator deems such withholding to be necessary under applicable law. 7.7 APPLICATION OF FUNDS The proceeds received by the Company from the sale of Common Stock under this Plan will be used for general corporate purposes. 7.8 APPLICABLE LAW The obligations of the Company to sell and deliver Common Stock under the Plan shall be subject to all applicable laws, regulations, rules, and approvals, including, but not limited to, the effectiveness of a registration statement under the Securities Act of 1933 if deemed necessary or appropriate by the Company. Questions relating to the validity, construction, and administration of the Plan shall be determined under the laws of the State of Florida to the extent that such laws are not superseded by applicable federal law. 7.9 SEVERABILITY If a provision of this Plan is illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in this Plan. In Witness Whereof, the authorized officers of the Company have signed this document and have affixed the corporate seal on January 27, 1998. The Wackenhut Corporation By: /s/ T. Mayotte -------------------------------- T. Mayotte, Treasury Attest: /s/ James P. Rowan - -------------------------------- James P. Rowan, Secretary (Corporate Seal) -6- 12 THE WACKENHUT CORPORATION EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL I, ______________________________________, hereby elect to withdraw from participation in The Wackenhut Corporations Employee Stock Purchase Plan (the "Plan"). This withdrawal covers all contributions credited to my account and is effective as of the last day of the calendar quarter in which the Plan Administrator receives this Notice of Withdrawal. I understand that all contributions to my account in the Participation Period in which the withdrawal is effective shall be used to purchase Common Stock on the last day of the Participation Period. I understand that my option for the next Participation Period will automatically terminate, and that no further contributions for the purchase of shares can be made by me under the plan. I understand that I may not participate again in the plan until the Participation Period beginning one (1) year after the end of the Participation Period in progress on the date hereof. I understand that I will be able to participate in succeeding Participation Periods under the Plan only by delivering to The Wackenhut Corporation a new SUBSCRIPTION AGREEMENT, assuming I am then eligible for participation. Dated:______________________ --------------------------------------- Signature of employee --------------------------------------- Print name --------------------------------------- Social Security Number EX-23.1 4 CONSENT OF ARTHUR ANDERSON LLP 1 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 10, 1997 included in The Wackenhut Corporation's Form 10-K for the year ended December 29, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Miami, Florida February 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----