UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended December 31, 2008
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-14472
CORNELL COMPANIES, INC.
(Exact Name of Registrant as Specified In Its Charter)
Delaware |
| 76-0433642 |
(State or Other Jurisdiction |
| (I.R.S. Employer |
of Incorporation or Organization) |
| Identification No.) |
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1700 West Loop South, Suite 1500, Houston, Texas |
| 77027 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (713) 623-0790
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange on Which Registered |
Common Stock, $.001 par value per share |
| New York Stock Exchange |
Preferred Stock Purchase Rights |
| New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one.
Large accelerated Filer o |
| Accelerated filer x |
Non-accelerated filer o |
| Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The aggregate market value of voting stock held by non-affiliates of the registrant was $263,852,896 on June 30, 2008. The registrant has 14,766,758 shares of common stock outstanding on March 6, 2009.
Documents Incorporated by Reference
The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its Annual Meeting of Stockholders to be held in 2009, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.
Cornell Companies, Inc.
2008 Form 10-K
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This Amendment No. 1 amends Cornell Companies, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 6, 2009 (the “Original Filing”). The Company is filing this Amendment No. 1 for the sole purpose of filing revised Exhibits 31.1 and 31.2, which include the conformed signatures of the Company’s Chief Executive Officer, President and Chairman of the Board and Chief Financial Officer, Senior Vice President and Treasurer. The conformed signatures to these exhibits were inadvertently not included in the Original Filing. Amendment No. 1 does not include the entire Form 10-K.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and Cornell Companies, Inc. has not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original Filing, or to modify the disclosure contained in the Original Filing other than to reflect the changes described above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities indicated on July 2, 2009.
SIGNATURE |
| TITLE |
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/s/ James E. Hyman |
| Chief Executive Officer, President and Chairman of the Board |
James E. Hyman |
| (Principal Executive Officer) |
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/s/ John R. Nieser |
| Chief Financial Officer, Senior Vice President and Treasurer |
John R. Nieser |
| (Principal Financial Officer and Principal Accounting Officer) |