-----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, PKnTAShUSf5SwV3qA3xO1HLHBZUr+XT5ka8VtpRtPMlfdFo/HY2EdlGcTEMoD96+ Ngh24xKQsMlnayjf0H9tNA== 0000950144-98-008433.txt : 19980716 0000950144-98-008433.hdr.sgml : 19980716 ACCESSION NUMBER: 0000950144-98-008433 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980715 EFFECTIVENESS DATE: 19980715 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: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59155 FILM NUMBER: 98666852 BUSINESS ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6152633000 MAIL ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 S-8 1 CORRECTIONS CORPORATION OF AMERICA FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 15, 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 COMPANY AS SPECIFIED IN ITS GOVERNING INSTRUMENTS) TENNESSEE 62-1156308 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 10 Burton Hills Boulevard Nashville, Tennessee 37215 (Address, including Zip Code of Company's Principal Executive Offices) ------------------------------ CORRECTIONS CORPORATION OF AMERICA NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN (Full title of the plan) ------------------------------ Copy to: Darrell K. Massengale Elizabeth E. Moore, Esq. Chief Financial Officer Stokes & Bartholomew, P.A. Corrections Corporation of America 424 Church Street; Suite 2800 10 Burton Hills Boulevard Nashville, Tennessee 37219 Nashville, Tennessee 37215 (615) 259-1450 (615) 263-3000 (Name, address and telephone number, including area code, of agent for service) ------------------------------ 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 Shares, $1.00 par value.... 100,000 $23.75 $2,375,000 $700.63 =====================================================================================================================
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) OF THE SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMPANY'S COMMON SHARES AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 13, 1998. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents, which have been filed by Corrections Corporation of America (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by this reference: (1) The description of the Company's common shares, $1.00 par value (the "Common Shares"), set forth in the Company's Registration Statement on Form 8-B filed with the Commission on July 10, 1997, pursuant to Section 12(b) of the Exchange Act; (2) The Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 1997, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and (3) The Company's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1998, filed with the Commission pursuant to Section 13(a) of the Exchange Act. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by the Company of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed by this reference to be incorporated in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The Company's Common Shares registered hereby are included in a class of securities registered under Section 12 of the Exchange Act. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Samuel W. Bartholomew, Jr., a shareholder of Stokes & Bartholomew, P.A., is a director of 3 the Company. Stokes & Bartholomew, P.A. has rendered an opinion regarding the legality of the Company's Common Shares registered hereby. 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 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 Company's Bylaws provide that each director and officer of the Company may be indemnified by the Company to the extent allowed by Tennessee law. The Company's Charter, as amended, provides that to the fullest extent permitted by Tennessee law, no director shall be personally liable to the Company or its shareholders for monetary damages for breach of any fiduciary duty to the Company. Under the Company's Charter and the TBCA, the Company's directors are relieved of personal liability to the Company or its shareholders for monetary damages for breach of fiduciary duty as directors, except for liability arising from a judgment or other final adjudication establishing (i) any breach of a 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. The Company also maintains officers' and directors' liability insurance, which insures against liabilities that the officers and directors of the Company may incur in such capacities. 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Charter of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-B filed with the Commission on July 10, 1997). 4.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 8-B). 4.3 Corrections Corporation of America Non-Employee Directors' Compensation Plan. 5 Opinion of Stokes & Bartholomew, P. A., regarding the legality of the Company's Common Shares registered hereby. 23.1 Consent of Stokes & Bartholomew, P. A. (Included in Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 24 Powers of Attorney (Included on the signature pages of this Registration Statement).
ITEM 9. UNDERTAKINGS. The Company hereby undertakes: (1) To file, during any period in which offers or sales of securities 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 of 1933; (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 forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 5 (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. (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 therein, 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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company 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 Company 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Corrections Corporation of America 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 13th day of July, 1998. CORRECTIONS CORPORATION OF AMERICA By: /s/ Doctor R. Crants ------------------------------------- Doctor R. Crants, 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 every 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; Chief July 13, 1998 - -------------------------- Executive Officer; and Director Doctor R. Crants (Principal Executive Officer) /s/ Darrell D. Massengale Vice President, Finance; Chief July 13, 1998 - -------------------------- Financial Officer; and Secretary Darrell D. Massengale (Principal Financial Officer)
7 /s/ Thomas W. Beasley Chairman Emeritus and Director July 13, 1998 - ------------------------------ Thomas W. Beasley /s/ Joseph F. Johnson Director July 13, 1998 - ------------------------------ Joseph F. Johnson /s/ Lucius E. Burch, III Director July 13, 1998 - ------------------------------ Lucius E. Burch, III /s/ R. Clayton McWhorter Director July 13, 1998 - ------------------------------ R. Clayton McWhorter /s/ Samuel W. Bartholomew, Jr. Director July 13, 1998 - ------------------------------ Samuel W. Bartholomew, Jr. /s/ Jean-Pierre Cuny Director July 13, 1998 - ------------------------------ Jean-Pierre Cuny
EX-4.3 2 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN 1 Exhibit 4.3 CORRECTIONS CORPORATION OF AMERICA NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN RECITALS WHEREAS, Corrections Corporation of America (the "Company") pays its Non-Employee Directors (as hereinafter defined) an Annual Retainer (as hereinafter defined) as partial compensation for their services as directors of the Company; WHEREAS, the Board of Directors of the Company has determined it is in the Company's best interest to encourage equity ownership in the Company by Non-Employee Directors and to provide them with a further incentive to remain as directors of the Company by allowing them to elect to receive between 50 and 100 percent of each of their Annual Retainer in shares of the Company's Common Stock, $1.00 par value per share, (the "Common Stock"); and WHEREAS, the terms and conditions under which such Non-Employee Directors may elect to receive such Common Stock are set forth herein. I. PLAN ADMINISTRATION AND ELIGIBILITY. A. PURPOSE OF THE PLAN. The purpose of this Non-Employee Directors' Compensation Plan (the "Plan") is to encourage equity ownership in the Company by Non-Employee Directors whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as directors of the Company. B. ADMINISTRATION OF THE PLAN. The Board of Directors of the Company (the "Board") or any committee of the Board (the "Committee") that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations promulgated thereunder, as from time to time may be in effect, including any successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee, if such is created, shall consist solely of two or more "non-employee directors," each of whom shall be appointed by the Board. For purposes of determining who may serve on the Committee only, a member of the Board shall be deemed to be a "non-employee director" only if he satisfies such requirements as the Securities and Exchange Commission may establish for "non-employee directors" under Rule 16b-3. Members of the Board or the Committee, if such is created, shall receive no additional compensation for their services in connection with the administration of the Plan. The Board or the Committee, if such is created, may adopt such rules or guidelines as they deem appropriate to implement the Plan. All questions of interpretation of the Plan or of any shares 2 issued under it shall be determined by the Board or the Committee, if such is created, and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and discretion vested in the Board or the Committee, if such is created, under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee, if such is created, that satisfies the requirements of Rule 16b-3. C. PARTICIPATION IN THE PLAN. Each member of the Board who is not an employee of the Company or its subsidiaries (each, a "Non-Employee Director" or collectively, the "Non-Employee Directors") shall be eligible to elect to receive up to 100 percent of each of his Annual Retainer in Common Stock pursuant to the terms and conditions of the Plan (a "Common Stock Payment"); provided however, that no Non-Employee Director shall be allowed to request that less than 50% of such director's Annual Retainer be received in Common Stock. D. SHARES SUBJECT TO THE PLAN. The maximum number of shares of the Company's common stock, $1.00 par value per share (the "Common Stock"),which may be issued under the Plan shall be 100,000. The limitation on the number of shares of Common Stock which may be issued under the Plan shall be subject to adjustment as provided in Section III(C) of the Plan. II. TERMS OF THE PLAN. A. EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan shall take effect on June 1, 1998, pending adoption by the shareholders of the Company at the Company's 1998 Annual Meeting of Shareholders, and shall terminate only upon action by the Board. The Plan shall terminate on May 31, 2008, unless earlier terminated by the Board of Directors of the Company. No Common Stock Payments shall be made after the date on which the Plan terminates. The applicable terms of the Plan, and any terms and conditions applicable to the Common Stock Payments made prior to such date, shall survive termination of the Plan and continue to apply to such Common Stock Payments. B. TIME FOR ISSUING SHARES. No payments shall be made in Common Stock pursuant to the Plan after the date the Plan is terminated. The applicable terms of this Plan, and any terms and conditions applicable to the Common Stock issued prior to such date, shall survive the termination of the Plan and continue to apply to such Common Stock. 3 C. TERMS AND CONDITIONS OF THE PLAN. i. COMPENSATION ALTERNATIVES. Commencing on June 1, 1998, a Non-Employee Director may make one election to receive up to 100 percent of his Annual Retainer to be paid for the year beginning on June 1, 1998, and ending on May 31, 1999 (the "Initial Plan Year"), in Common Stock. Such election must be in writing and shall be delivered to the Corporate Secretary of the Company no later than May 25, 1998. This election shall be irrevocable and shall specify the applicable percentage of the Annual Retainer that such participant wishes to receive in Common Stock; provided, however, that no Non-Employee Director shall be allowed to request that less than 50% of such director's Annual Retainer be received in Common Stock. Common Stock payments pursuant to this paragraph will be made on July 1, 1998; provided, however, that should a Non-Employee Director fail to make an election by May 25, 1998, as provided in this paragraph, the Annual Retainer payable to such director pursuant to this paragraph shall be paid in cash in quarterly installments paid in advance on the first day of each quarter of the Initial Plan Year. For all subsequent years, a Non-Employee Director may make one election (the "Annual Election") for the period from June 1 of one calendar year to May 31 of the next calendar year (the "Plan Year" or the "Election Period") to receive up to 100 percent of each of his Annual Retainer in Common Stock. The Annual Election must be in writing and shall be delivered to the Corporate Secretary of the Company not later than May 25 of each year. The Annual Election shall be irrevocable with respect to the Election Period for which it pertains and shall specify the applicable percentage of the Annual Retainer that such Non-Employee Director wishes to receive in Common Stock; provided, however, that no Non-Employee Director shall be allowed to request that less than 50% of such director's Annual Retainer be received in Common Stock. If a Non-Employee Director fails to make a timely Annual Election for any Election Period in accordance herewith, the Annual Retainer payable to such director for such period shall be paid in cash on the Payment Dates (as hereinafter defined). ii. PAYMENT OF SHARES. Payment of the Annual Retainer, whether in the form of Common Stock or in cash, pursuant to this Plan, shall be made as follows: (a) The amount of each Non-Employee Director's Annual Retainer to be paid in Common Stock, if any, shall be annually paid in advance on June 1 of each Plan Year. The amount to be paid in cash, if any, shall be prorated and paid quarterly, in equal amounts, on the Payment Dates (i.e., if the Annual Retainer for directors is $24,000 for a given Election Period and he or she elects 50% in Common Stock and 50% in cash, then $12,000 worth of Common Stock will be paid on June 1 and $3,000 in cash paid on each of June 1, September 1, December 1, and March 1 of the Plan Year). (b) The number of shares of Common Stock to be issued in payment of retainers and 4 fees that have been denominated in dollars shall be calculated on the basis of the Fair Market Value (as hereinafter defined) on the first Business Day preceding the Payment Date as of which such Common Stock is to be issued. iii. FORM OF ISSUANCE OF COMMON STOCK. Common Stock issued under the Plan shall be in either book entry form or in certificate form pursuant to the instructions given by the Non-Employee Director to the Company's transfer agent. iv. FRACTIONS OF SHARES. The Company shall not issue fractions of shares of Common Stock. Whenever, under the terms of the Plan, a fractional share of Common Stock would otherwise be required to be issued, the Non-Employee Director shall be paid in cash for such fractional share of Common Stock based upon the same Fair Market Value which was utilized to determine the number of shares of Common Stock to be issued on the Payment Date. H. BENEFIT UPON DEATH. In the event of a Non-Employee Director's death, any and all unpaid Annual Retainer will be paid in accordance with such Non-Employee Director's then current Annual Election to his estate, and such person's payments will be transferable by will or pursuant to laws of descent and distribution applicable to such person. III. GENERAL PROVISIONS. A. ASSIGNMENTS. The rights and benefits accruing to the Company's Non-Employee Directors under this Plan may not be assigned by any such director. B. LIMITATION OF RIGHTS. Neither the Plan, nor the issuance of any shares of Common Stock nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any particular rate of compensation. C. SHARE ADJUSTMENT. In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, share split, or other change in the corporate structure or capitalization affecting the Company's Common Stock, at the time of such event the Board or the Committee, if such is created, shall make appropriate adjustments to the number (including the aggregate numbers specified in Section I (D) 5 above) and kind of shares to be issued under the Plan. D. AMENDMENT OF THE PLAN. The Board shall have the right to amend, modify, suspend or terminate the Plan at any time for any purpose; provided, that following the initial approval of the Plan by the Company's shareholders, the Company will seek shareholder approval for any change to the extent required by applicable law, regulation or rule or any rule or regulation of the New York Stock Exchange (or any other applicable national stock exchange). E. DEFINITIONS. "Annual Retainer" shall mean the amount of cash compensation to which a Non-Employee Director will be entitled to receive for serving as a director for one Plan Year or Election Period, but shall not include reimbursement for expenses, Meeting Fees, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the Company. "Business Day" shall mean, if relevant to a determination of the value of Common Stock, a day on which shares of Common Stock are or could be traded on the New York Stock Exchange (or other national stock exchange, or if not so listed, could be traded over-the-counter). In all other cases, the term shall mean a day on which the offices of the Company are open for the conduct of business in the normal course. "Fair Market Value" shall be the mean of the highest and lowest selling prices for the Common Stock on the New York Stock Exchange on the date in question, as reported in The Wall Street Journal, or if no sales of Common Stock were made on that date, the mean of the highest and lowest prices of the Common Stock on the first preceding day on which sales were made. "Meeting Fees" shall mean the amount to which a Non-Employee Director will be entitled to receive for attending meetings, whether annual or special, of the Board and of any committee of the Board on which the Non-Employee Director serves, or for any other fees to be paid to the members of the Board, but shall not include reimbursement for expenses. "Payment Date" shall mean June 1, September 1, December 1 and March 1 of any Election Period, or if any such day is not a Business Day, on the first Business Day following such day. F. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT. It is the Company's intent that the Plan comply in all respects with Rule 16b-3. If any provision of this Plan is found not to be in compliance with such rule (or any successor provision), the provision shall be deemed null and void, and the remaining provisions of the Plan shall continue in full force and effect. All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. The Board or the Committee, if such is created, may, in its sole discretion, modify the terms and conditions of this Plan in response to and consistent with any changes in applicable law, 6 rule or regulation. G. NOTICE. Any written notice to the Company required by any of the provisions of this Plan shall be addressed to the Corporate Secretary of the Company and shall become effective when it is received by the Corporate Secretary. H. GOVERNING LAW. This Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Tennessee and construed accordingly. EX-5 3 OPINION OF STOKES & BARTHOLOMEW 1 Exhibit 5 July 10, 1998 Corrections Corporation of America 10 Burton Hills Boulevard Nashville, TN 37215 Re: Corrections Corporation of America Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Corrections Corporation of America (the "Company") in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's Non-Employee Directors' Compensation Plan (the "Plan") filed by the Company with the Securities and Exchange Commission covering 100,000 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 Company's 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 8-B previously filed by the Company with the Securities and Exchange Commission (the "Commission") on July 10, 1997, 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 the Company, and the truth and accuracy of all facts set forth in all 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. 2 Corrections Corporation of America July 10, 1998 Page 2 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, STOKES & BARTHOLOMEW, P.A. /s/ STOKES & BARTHOLOMEW, P.A. EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.2 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 16, 1998 included in Corrections Corporation of America and Subsidiaries Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in or incorporated by reference in this registration statement. ARTHUR ANDERSEN LLP /s/ ARTHUR ANDERSEN LLP Nashville, Tennessee July 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----