SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
April 16, 2001
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Avalon Correctional Services, Inc.
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(Exact name of Registrant as specified in its Charter)
Nevada 0-20307 13-3592263
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(State or other jurisdiction (Commiss (IRS Employer
of incorporation) Identification No.)
13401 Railway Drive
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(Address of principal executive offices) (Zip Code)
405-752-8802
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(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On April 16, 2001, Avalon Correctional Services, Inc., announced its procedural
practices pursuant to Regulation FD (Full Disclosure). The form of those
practices are included herein.
ITEM 9. REGULATION FD
Introduction.
On October 23, 2000, new Securities and Exchange Commission rules, collectively
referred to as "Regulation FD," becomes effective. Regulation FD is complicated,
and investors should read and interpret it for themselves, rather than relying
on our interpretation. We interpret Regulation FD to require us, among other
things, and under certain circumstances, to have procedures reasonably designed
to assure that, if some investors learn information about Avalon Correctional
Services, Inc. (the "Company") that is material (and which those investors might
reasonably be expected to take into consideration before buying or selling
Company securities), other Company investors will learn that information at or
close to the same time. The Company files this procedural Form 8-K to alert its
investors to the practices we will try to follow to comply substantially with
this requirement.
Company's Website
The Company maintains a corporate website at www.avaloncorrections.com.
Effective April 16, 2001, we intend to post significant corporate information on
the Company website from time to time. We believe our website is an efficient
and expeditious way to communicate with investors simultaneously and
instantaneously. Accordingly, we intend to utilize our website to implement our
practices in response to Regulation FD. We do not expect to file a Form 8-K each
time we make a public disclosure prompted by our interpretation of Regulation
FD. Instead, we will utilize our website for that purpose. The only way
investors can be certain to learn information we may disclose in response to the
requirements of Regulation FD, therefore, will be to review our website. In
light of Regulation FD, we will maintain two discrete information sections on
our website. The first of these will be headed "Current Disclosures about Avalon
Correctional Services, Inc." When we first post information on our website in
light of Regulation FD, the information will be dated and will be maintained in
that location for a period of ten (10) business days. During the period
information is posted in our "Current Disclosures" section, we intend to
maintain the information in as current and accurate a form as we can. Posting
information on this section of our website is not intended to, and does not,
constitute a determination by us that the information is in fact material.
Materiality is a complex concept, and we expect to make disclosures of
information that may not be material, out of an abundance of caution to ensure
our satisfaction of the requirements of Regulation FD. Nor does the fact that we
post information on this section of our website constitute a determination that
dissemination of that information is required by Regulation FD. Likewise,
issuance of a release on Form 8-K or a press release should not be construed to
be a statement regarding the materiality of a similar item previously or
subsequently posted on our website or archived thereon. Upon the passage of ten
(10) business days, information originally posted to the "Current Disclosures"
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section of our website will be moved to a second section that will be headed
"Archived Disclosures". Information will be moved to our "Archival" section for
historical reasons only, and will not be maintained or updated for accuracy; the
Company explicitly disclaims any responsibility for, or intention of, updating
that information.
Analyst meetings, Conference Calls, Discussions with Analysts and Investors, and
Earnings Estimates.
From time to time, Company officials meet with, or talk to, analysts who follow
the Company. These conversations are not intended to divulge material nonpublic
information about the Company, and we take appropriate steps to avoid such
disclosures from occurring. If nonpublic information that may be material is
divulged, however, we will attempt to disseminate that information to all
investors on our website (in the "Current Disclosures" section) as soon as
possible after the initial disclosure has occurred. On occasion, Company
officials may receive communications or inquiries from individual analysts or
investors. If these conversations should occur, they are not intended to divulge
material nonpublic information about the Company, and we take appropriate steps
to avoid such disclosures from occurring. If we become aware that information
which might be material may have been disclosed during one of these informal
encounters, however, we will post a brief summary of the information that has
been disclosed in the "Current Disclosures" section of our website, and maintain
that disclosure for our usual ten (10) business-day period. Thereafter, this
information will be moved to our "Archival" section. The posting of information
in accordance with these procedures is not intended to, and does not, constitute
a determination by the Company that the information is material, or that
investors should consider that information before deciding whether to buy or
sell the Company securities. We intend to monitor these policies and practices
to see whether they are fulfilling their intended purpose. We encourage
investors to communicate with us if you have suggestions or comments regarding
these procedures. Please address any such communications to:pose. We encourage
investors to communicate with us if you have suggestions or comments regarding
these procedures. Please address any such communications to:
Tiffany Smith, Director of Investor Relations
Telephone: 405-752-8802
Telefax: 405-752-8852
E mail address: t_smith@avaloncorrections.net
13401 Railway Drive
Oklahoma City, OK 73114
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AVALON CORRECTIONAL SERVICES, INC.
BY: /s/ DONALD E. SMITH
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DONALD E. SMITH
Chairman of the Board and
Chief Executive Officer
Dated: April 16, 2001
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