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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 13, 2001
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
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CORRECTIONS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
MARYLAND 62-1763875
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(615) 263-3000
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive offices)
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CORRECTIONS CORPORATION OF AMERICA 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
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John D. Ferguson Copy to:
Chief Executive Officer and President Albert J. Bart, Esq.
Corrections Corporation of America Stokes Bartholomew Evans & Petree, P.A.
10 Burton Hills Boulevard 424 Church Street, Suite 2800
Nashville, Tennessee 37215 Nashville, Tennessee 37219
Telephone: (615) 263-3000 Telephone: (615) 259-1450
Facsimile: (615) 263-3010 Facsimile: (615) 259-1470
(Name, address, telephone number and facsimile number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock, $0.01 par value
per share ("Common Stock"), to be
issued pursuant to the Corrections
Corporation of America 2000
Stock Incentive Plan (the "Plan") 2,500,000(1) $8.79(2)/$15.00(3) $27,554,908.56 $6,888.73
(1) Pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), for the sole purpose of
calculating the registration fee, the number of shares of Common Stock
to be registered is the number of shares authorized to be issued under
the Plan and covered by this Registration Statement.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share of Common Stock has been calculated using the weighted average
exercise price of options to purchase 1,601,464 shares of Common Stock
previously granted under the Plan and covered by this Registration
Statement.
(3) Calculated pursuant to Rule 457(c), as permitted by Rule 457(h)(1),
based upon the average of the high and low prices of the Common Stock
on the New York Stock Exchange (the "NYSE") on September 6, 2001 for
898,536 shares of Common Stock issuable upon the exercise of options
available for issuance under the Plan and covered by this Registration
Statement.
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EXPLANATORY NOTE
This Registration Statement covers an aggregate of 2,500,000 shares of
the common stock, $0.01 par value per share (the "Common Stock"), of Corrections
Corporation of America, a Maryland corporation formerly known as Prison Realty
Trust, Inc. and Prison Realty Corporation (the "Company"), to be issued pursuant
to the Corrections Corporation of America 2000 Stock Incentive Plan (the
"Plan"). Following its approval by the Company's Board of Directors and its
Compensation Committee, on December 13, 2000 the Company's stockholders
considered and approved the Company's adoption of the Plan.
Effective May 18, 2001, the Company completed a reverse split of its
Common Stock (the "Reverse Stock Split") pursuant to which every ten shares of
the Company's Common Stock, $0.01 par value per share, issued and outstanding
immediately prior to the effective time of the Reverse Stock Split was
reclassified and changed into one fully paid and nonassessable share of the
Company's Common Stock, also $0.01 par value per share. As a result of the
Reverse Stock Split, all references to the Company's Common Stock and related
matters herein are on a post-Reverse Stock Split basis.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated by reference into this Registration Statement:
(a) The Company's Prospectus (the "Prospectus") filed with the
Commission on August 4, 2000 pursuant to Rule 424(b)(4)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), as supplemented on September 6, 2000,
included in its Registration Statement on Form S-4, filed with
the Commission on July 19, 2000 (Registration No. 333-41778)
(the "Registration Statement on Form S-4").
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on April 17, 2001
(File No. 0-25245).
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(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2001, filed with the Commission on May
15, 2001 (File No. 0-25245).
(d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001, filed with the Commission on
August 13, 2001 (File No. 0-25245).
(e) The Company's Current Report on Form 8-K, filed with the
Commission on February 16, 2001 (File No. 0-25245).
(f) The Company's Current Report on Form 8-K, filed with the
Commission on May 8, 2001 (File No. 0-25245).
(g) The description of the Company's Common Stock contained under
the heading "Proposal to Approve the Merger - Prison Realty
Capital Stock" in the Company's Prospectus, including any
amendment or report filed subsequent to the date of this
Registration Statement for the purpose of updating such
description.
In addition, all other documents and reports filed with the Commission
by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing 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 to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock registered hereby is included in a class of securities
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Amended and Restated Charter provides that,
to the maximum extent that Maryland law from time to time permits limitation of
liability of directors or officers of corporations, no person who at any time
was or is a director or officer of the Company shall be personally liable to the
Company or its stockholders for money damages.
Section 2-418 of the Maryland General Corporation Law (the "MGCL")
generally permits indemnification of any director made a party to any
proceedings by reason of service as a director unless it is established that:
(i) the act or omission of such person was material to the matter giving rise to
the proceedings and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) such person actually received an improper personal
benefit in money, property or
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services; or (iii) in the case of any criminal proceedings, such person had
reasonable cause to believe that the act or omission was unlawful. The indemnity
may include judgments, penalties, fines, settlements and reasonable expenses
(including attorneys' fees) actually incurred by the director in connection with
the proceeding; but, if the proceeding is one by, or in the right of, the
corporation, indemnification is not permitted with respect to any proceeding in
which the director has been adjudged to be liable to the corporation, or if the
proceeding is one charging improper personal benefit to the director, whether or
not involving action in the director's official capacity, indemnification of the
director is not permitted if the director was adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, creates a rebuttable presumption
that the director did not meet the requisite standard of conduct required for
permitted indemnification. The termination of any proceeding by judgment, order
or settlement, however, does not create a presumption that the director failed
to meet the requisite standard of conduct for permitted indemnification.
Under the provisions of the Company's bylaws, the Company is required
to indemnify a current or former director or officer for reasonable expenses
incurred if such individual has been successful, on the merits or otherwise, in
defense of any proceeding arising out of such individual's official capacity.
Under the provisions of its bylaws, the Company is also required to indemnify
any current or former director, or any current or former officer in any
proceeding arising out of such individual's official capacity, unless it is
established that:
- the proceeding involves an act or omission of such individual
which was material to the matter giving rise to the proceeding
and was either (i) committed in bad faith; or (ii) was the
result of active and deliberate dishonesty;
- the individual actually received an improper personal benefit
in money, property or services; or
- in the case of a criminal proceeding, the director had
reasonable cause to believe the act or omission was unlawful.
In addition, under Maryland law, the Company is required to indemnify a current
or former director or officer in any proceeding arising out of such individual's
official capacity if a court of appropriate jurisdiction determines such
individual is entitled to indemnification.
Under Maryland law, any such indemnification may be against judgments,
penalties, settlements and reasonable expenses actually incurred in connection
with the proceeding. However, if the proceeding is one by or in the right of the
corporation, the Company may not provide indemnification with respect of any
proceeding in which the individual is adjudged liable to the corporation. In
addition, if the proceeding is one charging improper personal benefit to the
individual whether or not involving action in the director's official capacity,
indemnification is not permitted if the director is adjudged to be liable on the
basis that personal benefit was improperly received.
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Under the Company's bylaws, the Company shall pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
current or former director or officer, if such individual affirms in good faith
that he or she has satisfied the applicable standard of conduct necessary for
indemnification and agrees to repay amounts paid to such individual if it is
determined that such standard is not met. Under the Company's bylaws, the
Company may also provide to directors or officers additional indemnification or
payment or reimbursement of expenses to the fullest extent permitted by Maryland
law for directors of Maryland corporations.
Indemnification under the provisions of Maryland law is not deemed
exclusive of any other rights, by indemnification or otherwise, to which a
director may be entitled under the charter, bylaws, any resolution of
stockholders or directors, any agreement or otherwise.
The statute permits a Maryland corporation to indemnify its officers,
employees and agents to the same extent as its directors. The Company's bylaws
provide that (i) the Company may, with the approval of its board of directors,
indemnify any employee or agent of the Company (or a predecessor) to the extent
to which the Company is required to indemnify its directors and officers and
(ii) the Company must indemnify its officers to the same extent it indemnifies
directors.
The Company maintains directors' and officers' liability insurance to
insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions set forth in such policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
4.1 Provisions defining the rights of holders of shares
of Common Stock of the Company are found in Article V
of the Amended and Restated Charter of the Company
and Article II of the Second Amended and Restated
Bylaws of the Company (previously filed as Exhibits
3.1 and 3.2, respectively, to the Company's Annual
Report on Form 10-K for the year ended December 31,
2000, filed with the Commission on April 17, 2001
(File No. 0-25245) and incorporated herein by
reference).
4.2 Specimen of certificate representing the Company's
Common Stock (previously filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-4 filed
with the Commission on September 30, 1998
(Registration No. 333-65017), and incorporated
herein by reference).
5.1 Opinion of Stokes Bartholomew Evans & Petree, P.A.
regarding the validity of the Common Stock being
registered.
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10.1 Corrections Corporation of America 2000 Stock
Incentive Plan (previously filed as Appendix C to the
Company's definitive Proxy Statement relating to the
Company's 2000 Annual Meeting of Stockholders, filed
with the Commission on November 20, 2000 (File No.
0-25245) and incorporated herein by reference).
23.1 Consent of Stokes Bartholomew Evans & Petree, P.A.
(included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
25 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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 represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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.
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(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 the 11th day of
September, 2001.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ John D. Ferguson
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John D. Ferguson
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William F. Andrews, John D. Ferguson and Irving E. Lingo, Jr., and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any registration statement relating to the same offering as the Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, and hereby grants
to such attorneys-in-fact and agents, and each of them, 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 the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ John D. Ferguson Chief Executive Officer and President September 11, 2001
--------------------------- (Principal Executive Officer),
John D. Ferguson Vice Chairman of the Board of
Directors and Director
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/s/ Irving E. Lingo, Jr. Executive Vice President and September 11, 2001
-------------------------- Chief Financial Officer
Irving E. Lingo, Jr. (Principal Financial and
Accounting Officer)
/s/ William F. Andrews Chairman of the Board of September 11, 2001
-------------------------- Directors and Director
William F. Andrews
/s/ Lucius E. Burch, III Director September 11, 2001
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Lucius E. Burch, III
/s/ John D. Correnti Director September 11, 2001
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John D. Correnti
/s/ C. Michael Jacobi Director September 11, 2001
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C. Michael Jacobi
/s/ John R. Prann, Jr. Director September 11, 2001
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John R. Prann, Jr.
/s/ Joseph V. Russell Director September 11, 2001
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Joseph V. Russell
/s/ Henri L. Wedell Director September 11, 2001
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Henri L. Wedell
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EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
4.1 Provisions defining the rights of holders of shares
of Common Stock of the Company are found in Article V
of the Amended and Restated Charter of the Company
and Article II of the Second Amended and Restated
Bylaws of the Company (previously filed as Exhibits
3.1 and 3.2, respectively, to the Company's Annual
Report on Form 10-K for the year ended December 31,
2000, as filed with the Commission on April 17, 2001
(File No. 0-25245) and incorporated herein by
reference).
4.2 Specimen of certificate representing the Company's
Common Stock (previously filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-4,
filed with the Commission on September 30, 1998
(Registration No. 333-65017) and incorporated
herein by reference).
5.1 Opinion of Stokes Bartholomew Evans & Petree, P.A.
regarding the validity of the Common Stock being
registered.
10.1 Corrections Corporation of America 2000 Stock
Incentive Plan (previously filed as Appendix C to the
Company's definitive Proxy Statement relating to the
Company's 2000 Annual Meeting of Stockholders,
filed with the Commission on November 20, 2000
(File No. 0-25245) and incorporated herein by
reference).
23.1 Consent of Stokes Bartholomew Evans & Petree, P.A.
(included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
25 Power of Attorney (included on signature page).