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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1999
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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WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0043078
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
1999 STOCK OPTION PLAN
(Full Title of the Plan)
TIMOTHY HOWARD, ESQ.
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES OF ALL COMMUNICATIONS TO:
BRADLEY D. HOUSER
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (2) OFFERING PRICE PER SHARE PRICE (3) REGISTRATION FEE
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Common Stock, par value $.01 per
share (1) 550,000 shares $19.1875(3) $10,553,125 $2,933.77
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(1) Includes shares to be issued pursuant to outstanding options granted
under the Registrant's 1999 Stock Option Plan.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Registrant's 1999 Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
The Proposed Maximum Offering Price is based on the average of the high
and low prices on the New York Stock Exchange during the five trading
days ending May 26, 1999.
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in Wackenhut Corrections Corporation's
1999 Stock Option Plan, as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Company with the Commission
are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended April 4, 1999.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on June 27, 1994, and any amendment or
report filed with the Commission for the purpose of
updating such description.
In addition, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the termination of the offering shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of the filing of such document with the Commission. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to any
proceeding other than any action by, or in the right of, the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which
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such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which such court shall deem proper. To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
The indemnification and advancement of expenses provided
pursuant to Section 607.0850 are not exclusive, and a corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct WAS unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall
indemnify every person who was or is a party of or was threatened to be made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact he is or was a director, officer,
employee, or agent, or is or was serving at the request of the Registrant as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses including attorney's fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding, (except in such case involving gross negligence or
willful misconduct) in the performance of their duties to the full extent
permitted by applicable law. Such indemnification, in the discretion of the
Board of Directors, include advances of his expenses in advance of final
disposition subject to the provisions of applicable law. Such right of
indemnification shall not be exclusive or any right to which any director,
officer, employee, agent or controlling shareholder of the Registrant may be
entitled as a matter of law.
Under the Registrant's indemnification agreements with its
officers and directors it is obligated to indemnify each of its officers and
directors to the fullest extent permitted by law with respect to all liability
and loss suffered, and reasonable expense incurred, by such person, in any
action suite or proceeding in which such person was or is made or threatened to
be a part or otherwise involved by reason of the fact that such person was a
director or officer of the Registrant. The Registrant is also obligated to pay
the reasonable expense of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advance should
it be ultimately determined that such person is not entitled to indemnification.
The Registrant maintains an insurance policy covering
directors and officers under which the insurer agrees to pay, subject to certain
exclusions, for any claim made against the directors and officers of the
Registrant for a wrongful act for which they may become legally obligated to pay
or for which the Registrant is required to indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are
as follows:
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EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 -- File No. 33-79264).
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 -- File No. 33-79264).
4.3 -- Form of Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on the Registrant's Form 8-A filed with
the Commission on June 27, 1994).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation 1999 Stock Option Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed as
Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the signature page hereto.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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 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 fort in the Registration
Statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference 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
herein, 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.
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 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration
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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 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 of whether such indemnification by it is against
public policy and 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,
the registrant, Wackenhut Corrections Corporation, 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 the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 2nd day of June, 1999.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ George C. Zoley
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GEORGE C. ZOLEY
Vice Chairman, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and Robert C. Kneip, and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her 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 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 in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on June 2, 1999.
SIGNATURE TITLE
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/s/ George C. Zoley VICE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
- ------------------------------------------------- DIRECTOR (PRINCIPAL EXECUTIVE OFFICER)
GEORGE C. ZOLEY
/s/ John G. O'Rourke CHIEF FINANCIAL OFFICER, SENIOR VICE
- ------------------------------------------------- PRESIDENT FINANCE AND TREASURER (PRINCIPAL
JOHN G. O'ROURKE FINANCIAL AND ACCOUNTING OFFICER)
/s/ George R. Wackenhut DIRECTOR
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GEORGE R. WACKENHUT
/s/ Richard R. Wackenhut DIRECTOR
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RICHARD R. WACKENHUT
/s/ Wayne H. Calabrese PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
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WAYNE H. CALABRESE
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SIGNATURE TITLE
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DIRECTOR
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NORMAN A. CARLSON
DIRECTOR
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BENJAMIN R. CIVILETTI
DIRECTOR
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RICHARD H. GLANTON
DIRECTOR
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MANUEL J. JUSTIZ
DIRECTOR
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JOHN F. RUFFLE
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 -- AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE REGISTRANT
(INCORPORATED BY REFERENCE TO EXHIBIT 3.1 OF THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-1 -- FILE NO. 33-79264).
4.2 -- BYLAWS OF THE REGISTRANT (INCORPORATED BY REFERENCE TO EXHIBIT 3.2 OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 -- FILE NO. 33-79264).
4.3 -- FORM OF COMMON STOCK CERTIFICATE (INCORPORATED BY REFERENCE TO THE
REGISTRANT'S REGISTRATION STATEMENT ON THE REGISTRANT'S FORM 8-A FILED WITH
THE COMMISSION ON JUNE 27, 1994).
5.1 -- OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
10.1 -- WACKENHUT CORRECTIONS CORPORATION 1999 OPTION PLAN.
23.1 -- CONSENT OF ARTHUR ANDERSEN LLP.
23.3 -- CONSENT OF AKERMAN, SENTERFITT & EIDSON, P.A. (INCLUDED IN OPINION FILED AS
EXHIBIT 5.1).
24.1 -- POWERS OF ATTORNEY -- INCLUDED AS PART OF THE SIGNATURE PAGE HERETO.
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