Corrections Corporation of America
UNITED STATES
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): February 13,
2008 (February 13, 2008)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
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Maryland
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001-16109
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62-1763875 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
February 13, 2008, the Board of Directors (the Board) of Corrections Corporation of
America, a Maryland corporation (the Company), in accordance with the Companys Bylaws, expanded
the size of the Board from twelve members to thirteen members and appointed Dennis W. DeConcini to
serve as a new member of the Board until the 2008 Annual Meeting of Stockholders or until his
respective successor is elected and qualified. The Board has not yet made any decisions with
respect to Mr. DeConcinis potential membership on any committees of the Board. The Board has
determined that Mr. DeConcini is independent within the meaning of the rules of the Securities and
Exchange Commission and the New York Stock Exchange as currently in effect. There are no
arrangements or understandings between Mr. DeConcini and any other person or persons pursuant to
which the Mr. DeConcini was selected as a director of the Company. There are also no transactions
in which Mr. DeConcini has an interest requiring disclosure pursuant to Item 404(a) of Regulation
S-K.
In connection with his appointment to the Board, Mr. DeConcini was granted an option to
purchase 3,000 shares of the Companys common stock. The option was issued pursuant to the
Companys Amended and Restated 2000 Stock Incentive Plan and is subject to an individual award
agreement, the form of which was previously filed with the Securities and Exchange Commission.
Mr. DeConcini, age 70, served as a member of the United States Senate as a Senator from
Arizona for three terms. He currently is a partner in the law firm
DeConcini McDonald Yetwin and Lacy in Tuscon, Arizona, and a principal in the lobbyist consulting firm Parry, Romani,
DeConcini & Symms in Washington, DC. Mr. DeConcini serves as a member of the board of directors
for Ceramic Protection Corp, a Toronto Stock Exchange listed company that designs, develops and
manufactures ceramic and composite components for ballistic armor and industrial wear protection
systems. He also is a member of the Arizona Board of Regents and the Board of Directors of the
National Center for Missing and Exploited Children. Mr. DeConcini received his B.A. from the
University of Arizona in 1959 and his L.L.D. from the University of Arizona in 1963.
On February 13, 2008, the Company issued a press release announcing the appointment of
Dennis W. DeConcini to serve as a new member of the Board. A copy of the press release is
attached hereto as Exhibit 99.1.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release dated February 13, 2008 |
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, hereunto duly authorized.
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Date: February 13, 2008 |
CORRECTIONS CORPORATION OF AMERICA
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By: |
/s/ Todd J Mullenger
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Todd J Mullenger |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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No. |
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Exhibit |
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99.1 |
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Press Release dated February 13, 2008 |
EX-99.1 Press Release dated February 13, 2008
Exhibit 99.1
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Contact:
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Investors Karin Demler, (615) 263-3005 |
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Media Louise Grant, (615) 263-3106 |
Corrections
Corporation
of
America
Elects
Former
Senator Dennis DeConcini to its Board of Directors
NASHVILLE, TENN. - February 13, 2008 - Corrections Corporation of America (NYSE:
CXW), the nations largest provider of corrections management services to government agencies,
announced today that Dennis DeConcini, the former U.S. Senator from Arizona, has been elected as an
independent member of CCAs Board of Directors.
Senator Dennis DeConcini has a distinguished career serving the state of Arizona and the U.S.
government, said William F. Andrews, chairman of CCAs Board of Directors. We are extremely
pleased to bring Dennis onto our Board. His extensive knowledge and understanding of government,
coupled with his experience with other directorship positions, make him ideally suited to help lead
managements initiatives to enhance governments utilization of public/private partnership in
corrections.
Senator DeConcini served three terms, from January 1977 through January 1995, representing the
State of Arizona in the United States Senate. As Senator, he served on the Senate Appropriations
Committee, where he chaired the Subcommittee on Treasury, Postal Service and General Government.
He also served on the Subcommittees of Defense, Foreign Operations, Energy and Water Development,
and Interior and Related Agencies. Prior to his service as a U.S. Senator, DeConcini served one
elected term as the County Attorney for Pima County, Arizona.
Senator DeConcini, age 70, is a partner in the law firm of DeConcini McDonald Yetwin and Lacy in
Tucson, Arizona, which he co-founded in 1968. DeConcini also is a Principal in the lobbyist
consulting firm Parry, Romani, DeConcini & Lacy P.C. in Washington, D.C.
Senator DeConcini currently serves as a Director of Ceramic Protection Corporation, a publicly
traded company listed on the Toronto Stock Exchange. He also is a member of the Arizona Board of
Regents, a position to which he was appointed in 2006 by Arizona Governor Janet Napolitano, and
serves on the Board of Directors of the National Center for Missing and Exploited Children.
Senator DeConcini received his B.A. from the University of Arizona in 1959 and his L.L.D. from
there in 1963.
CCA is strongly committed to finding the best people to lead our company and help our industry
become an increasingly valuable component of our nations corrections systems. Dennis DeConcini
brings the needed government experience and expertise we are seeking, and his vision and leadership
on the CCA Board of Directors will benefit our organization greatly in the coming years, said
Andrews.
-more-
10 Burton Hills Boulevard, Nashville, Tennessee 37215, Phone: 615-263-3000
Page 2
About the Company
Corrections Corporation of America is the nations largest owner and operator of privatized
correctional and detention facilities and one of the largest prison operators in the United States,
behind only the federal government and three states. We currently operate 65 facilities, including
41 company-owned facilities, with a total design capacity of approximately 78,000 beds in 19 states
and the District of Columbia. We specialize in owning, operating and managing prisons and other
correctional facilities and providing inmate residential and prisoner transportation services for
governmental agencies. In addition to providing the fundamental residential services relating to
inmates, our facilities offer a variety of rehabilitation and educational programs, including basic
education, religious services, life skills and employment training and substance abuse treatment.
These services are intended to reduce recidivism and to prepare inmates for their successful
re-entry into society upon their release. We also provide health care (including medical, dental
and psychiatric services), food services and work and recreational programs.
CCA takes no responsibility for updating the information contained in this press release following
the date hereof to reflect events or circumstances occurring after the date hereof or the
occurrence of unanticipated events or for any changes or modifications made to this press release.
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