-----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, PfEgk3MImEmD1vJB+Y8VIbvTbK+5u3Z6x21C/ouHa4X+/qEf+YBTYzUiXNFwHXmQ HM6p7reNGRK6yqS+QmNDYQ== 0000950144-98-000728.txt : 19980130 0000950144-98-000728.hdr.sgml : 19980130 ACCESSION NUMBER: 0000950144-98-000728 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980129 EFFECTIVENESS DATE: 19980129 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORRECTIONS CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000739404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 621156308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45193 FILM NUMBER: 98516941 BUSINESS ADDRESS: STREET 1: 102 WOODMONT BLVD STE 800 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152923100 S-8 1 CORRECTIONS CORPORATION OF AMERICA FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JANUARY 29, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORRECTIONS CORPORATION OF AMERICA (Exact name of the registrant as specified in its charter) TENNESSEE 62-1156308 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
10 BURTON HILLS BOULEVARD NASHVILLE, TENNESSEE 37215 (Address, including Zip Code, of Principal Executive Offices) ------------------------------ CORRECTIONS CORPORATION OF AMERICA NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the plan) ------------------------------ DARRELL K. MASSENGALE CHIEF FINANCIAL OFFICER CORRECTIONS CORPORATION OF AMERICA 10 BURTON HILLS BOULEVARD NASHVILLE, TENNESSEE 37215 (615) 263-3000 (Name, address and telephone number, including zip code and area code, of agent for service) ------------------------------ COPY TO: ELIZABETH E. MOORE, ESQ. STOKES & BARTHOLOMEW, P.A. 424 CHURCH STREET; SUITE 2800 NASHVILLE, TENNESSEE 37219 (615) 259-1450 CALCULATION OF REGISTRATION FEE
===================================================================================================================== - --------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE REGISTERED SHARE(1) PRICE - --------------------------------------------------------------------------------------------------------------------- COMMON STOCK, $1.00 PAR VALUE. 300,000 $35.19 $10,557,000 $3,115 - ---------------------------------------------------------------------------------------------------------------------
(1) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF THE REGISTRATION FEE PURSUANT TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2 REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $1.00 par value per share (the "Common Stock"), of Corrections Corporation of America, a Tennessee corporation (the "Registrant"), for the Corrections Corporation of America Non-Employee Directors' Stock Option Plan, as amended. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT The Registration Statement on Form S-8 (Registration No. 33-72496) previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") on December 3, 1993, is hereby incorporated by reference herein in its entirety except with respect to a portion of Item 3 and all of Item 6 of such Registration Statement. ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following document filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-K filed on April 1, 1997 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (c) The description of the Registrant's Common Stock which is contained in the Registrant's Registration Statement on Form 8-B, filed with the Commission on July 10, 1997 pursuant to Section 12(b) of the Exchange Act (the "Form 8-B"). ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Tennessee Business Corporation Act (the "TBCA") provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (i) such person acted in good faith; (ii) the director or officer reasonably believed, in the case of conduct in an official capacity, that such conduct was in the corporation's best interests, or, in all other cases, that such conduct was not opposed to the best interests of the corporation; and (iii) in connection with any criminal proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to a director or officer, no indemnification may be made if such director or officer is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer is or was a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable 3 expenses incurred in connection with the proceeding. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, even if such director or officer (i) was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (ii) was adjudged liable on the basis that personal benefit was improperly received; or (iii) breached his or her duty of care to the corporation. The Registrant's Bylaws provide that each director and officer of the Registrant may be indemnified by the Registrant to the extent allowed by Tennessee law. The Registrant's Charter, as amended, provides that to the fullest extent permitted by Tennessee law, no director shall be personally liable to the Registrant or its shareholders for monetary damages for breach of any fiduciary duty to the Registrant. Under this Registrant's Charter and the TBCA, the Registrant's directors are relieved of personal liability to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from a judgment or other final adjudication establishing (i) any breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions. ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of the Common Stock registered hereby. 23.1 Consent of Arthur Andersen, LLP. 23.2 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5). 24 Powers of Attorney (Included on the signature pages of this Registration Statement).
4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee on this 28th day of January, 1998. CORRECTIONS CORPORATION OF AMERICA By: /s/ Doctor R. Crants ------------------------------------------------------- Doctor R. Crants, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints Doctor R. Crants and Darrell K. Massengale, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his 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 attorney-in-fact and agent full power and authority to do and perform each and eery act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Doctor R. Crants Chairman of the Board; President; January 28, 1998 - --------------------------------- Chief Executive Officer; and Doctor R. Crants Director (Principal Executive Officer) /s/ Darrell K. Massengale Vice President, Finance; Chief January 28, 1998 - --------------------------------- Financial Officer; Secretary and Darrell K. Massengale Treasurer (Principal Financial and Accounting Officer) Chairman Emeritus and Director January 28, 1998 - --------------------------------- Thomas W. Beasley
5 /s/ Joseph F. Johnson Director January 28, 1998 - --------------------------------- Joseph F. Johnson /s/ William F. Andrews Director January 28, 1998 - --------------------------------- William F. Andrews /s/ R. Clayton McWhorter Director January 28, 1998 - --------------------------------- R. Clayton McWhorter /s/ Samuel W. Bartholomew, Jr. Director January 28, 1998 - --------------------------------- Samuel W. Bartholomew, Jr. - --------------------------------- Director January 28, 1998 Jean-Pierre Cuny
6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of the Common Stock registered hereby. 23.1 Consent of Arthur Andersen, LLP. 23.2 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5).
EX-5 2 OPINION OF STOKES & BARTHOLOMEW 1 EXHIBIT 5 January 28, 1998 Corrections Corporation of America 10 Burton Hills Boulevard Nashville, TN 37215 Re: Corrections Corporation of America (the "Company") Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's Non-Employee Directors' Stock Option Plan (the "Plan") filed by you with the Securities and Exchange Commission covering 300,000 shares (the "Shares") of common stock, $1.00 par value per share, issuable pursuant to the Plan. As counsel to the Company, we have examined original, photostatic or certified copies of the following documents: (i) the Registration Statement, (ii) the Company's Charter (iii) the By-laws (iv) the Plan, (v) certificates of the Company's officers and excerpts of minutes of meetings of the Board of Directors, (vi) the Company's Registration Statement on Form S-8 (Registration No. 33- 72496) previously filed by the Company with the Securities and Exchange Commission (the "Commission") on December 3, 1993, and (vii) such other instruments, agreements, and certificates as we have deemed necessary or appropriate. In performing our examination, we have assumed without inquiry the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, the accuracy and completeness of all corporate records made available to us by both the Company, and the truth and accuracy of all facts set forth in all 2 Corrections Corporation of America January 28, 1998 Page 2 certificates provided to or examined by us. We have also assumed that all Shares issued pursuant to the Plan will be issued for consideration deemed to be adequate by the Company's Board of Directors. We have relied as to certain factual matters on representations made to us by officers of the Company. Based upon the foregoing and the further qualifications stated below, we are of the opinion that the Shares have been duly authorized and, when issued and sold pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the State of Tennessee and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other jurisdiction. Furthermore, no opinion is expressed herein as to the effect of any future acts of the Company or changes in existing law. The opinions expressed herein are rendered as of the date hereof, and we do not undertake to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinion herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, or a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Stokes & Bartholomew, P.A. STOKES & BARTHOLOMEW, P.A. EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of Corrections Corporation of America of our report dated February 18, 1997 included in Corrections Corporation of America and Subsidiaries Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in or incorporated by reference in this registration statement. /s/ ARTHUR ANDERSEN LLP Nashville, Tennessee January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----