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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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CORRECTIONS CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
(Full title of the plan)
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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)
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CALCULATION OF REGISTRATION FEE
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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
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Common Shares,
$1.00 par value.... 100,000 $23.75 $2,375,000 $700.63
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(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.
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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
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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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
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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.
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(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.
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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
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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
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/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)
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/s/ Thomas W. Beasley Chairman Emeritus and Director July 13, 1998
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Thomas W. Beasley
/s/ Joseph F. Johnson Director July 13, 1998
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Joseph F. Johnson
/s/ Lucius E. Burch, III Director July 13, 1998
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Lucius E. Burch, III
/s/ R. Clayton McWhorter Director July 13, 1998
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R. Clayton McWhorter
/s/ Samuel W. Bartholomew, Jr. Director July 13, 1998
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Samuel W. Bartholomew, Jr.
/s/ Jean-Pierre Cuny Director July 13, 1998
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Jean-Pierre Cuny