1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 13, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- 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) ---------------------- CORRECTIONS CORPORATION OF AMERICA 2000 STOCK INCENTIVE PLAN (Full title of the plan) ---------------------- 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.
2 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).
3 (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
4 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.
5 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.
6 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.
7 (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.
8 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 ------------------------------------- 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 - --------- ----- ---- /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
9 /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 - ------------------------- Lucius E. Burch, III /s/ John D. Correnti Director September 11, 2001 - ------------------------- John D. Correnti /s/ C. Michael Jacobi Director September 11, 2001 - ------------------------- C. Michael Jacobi /s/ John R. Prann, Jr. Director September 11, 2001 - ------------------------- John R. Prann, Jr. /s/ Joseph V. Russell Director September 11, 2001 - ------------------------- Joseph V. Russell /s/ Henri L. Wedell Director September 11, 2001 - ------------------------- Henri L. Wedell
10 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).
1 EXHIBIT 5.1 [LETTERHEAD OF STOKES BARTHOLOMEW EVANS & PETREE, P.A.] September 12, 2001 Corrections Corporation of America 10 Burton Hills Blvd. Nashville, Tennessee 37215 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Corrections Corporation of America, a Maryland corporation (the "Company"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the registration by the Company of an aggregate of 2,500,000 shares of common stock, $0.01 par value per share, of the Company (the "Shares") to be issued pursuant to the terms of Corrections Corporation of America 2000 Stock Incentive Plan (the "Plan"). As counsel to the Company, we have examined original, photostatic or certified copies of the following documents: (i) the Plan; (ii) the Registration Statement; (iii) the Company's Amended and Restated Charter and Second Amended and Restated Bylaws; (iv) certificates of the Company's officers and excerpts of minutes of meetings of the Board of Directors; and (v) such other instruments, agreements and certificates as we have deemed necessary or appropriate. In performing our examination, we have assumed without inquiry the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, the accuracy and completeness of all records made available to us by the Company and the truth and accuracy of all facts set forth in all certificates provided to or examined by us. We have also assumed that all Shares issued pursuant to the Plan will be issued for consideration deemed to be adequate by the Company's Board of Directors, where applicable. We have relied as to certain factual matters on representations made to us by officers of the Company. Based upon the foregoing and the further qualifications stated below, we are of the opinion that the Shares have been duly authorized and, when issued and sold pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.
2 Corrections Corporation of America September 12, 2001 Page 2 The foregoing opinion is limited to the laws of the State of Tennessee, the General Corporation Law of the State of Maryland and the federal laws of the United States of America. With respect to the laws of the State of Maryland, we are relying on the opinion of Miles & Stockbridge P.C., special Maryland counsel to the Company. We express no opinion as to matters governed by the laws of any other jurisdiction. Furthermore, no opinion is expressed herein as to the effect of any future acts of the Company or changes in existing law. The opinions expressed herein are rendered as of the date hereof, and we do not undertake to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinion herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, or a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of person whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission thereunder. Very truly yours, STOKES BARTHOLOMEW EVANS & PETREE, P.A.
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accounts, we hereby consent to the incorporation by reference in this registration statement of our report dated April 16, 2001 included in Corrections Corporation of America's (formerly Prison Realty Trust, Inc.) Form 10-K for the year ended December 31, 2000; and March 27, 2000 and March 29, 2000 included in Correction Corporation of America's (formerly Prison Realty Trust, Inc.) Registration Statement on Form S-4 filed with the Commission on July 19, 2000 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Nashville, Tennessee September 7, 2001