-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EwZHNoICa+l/bv3PLf643nkRCsEgoo7/tLJKGoPmf5k2+M3Qe/xGevV939SYUCbg //DA7NJtdHeke0YAC0Gf8Q== 0000950123-10-080272.txt : 20100824 0000950123-10-080272.hdr.sgml : 20100824 20100824154121 ACCESSION NUMBER: 0000950123-10-080272 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100824 DATE AS OF CHANGE: 20100824 EFFECTIVENESS DATE: 20100824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL COMPANIES INC CENTRAL INDEX KEY: 0001016152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 760433642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-80187 FILM NUMBER: 101035119 BUSINESS ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136230790 MAIL ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: CORNELL CORRECTIONS INC DATE OF NAME CHANGE: 19960604 S-8 POS 1 g24464sv8pos.htm S-8 POS sv8pos
Registration No. 333-80187
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORNELL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   76-0433642
(State or other jurisdiction of   (I.R.S. Employer Identification Number)
incorporation or organization)    
     
1700 West Loop South, Suite 1500    
Houston, Texas   77027
(Address of Principal Executive Offices)   (Zip Code)
Cornell Corrections, Inc. Amended and Restated 1996 Stock Option Plan
Cornell Corrections, Inc. Employee Stock Purchase Plan
Cornell Deferred Compensation Plan
(Full title of the plan)
 
John J. Bulfin, Esq.
One Park Place, Suite 700
621 Northwest 53rd Street
Boca Raton, Florida
33487-8242
(Name and address of agent for service)
(561) 893-0101
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 

 

TERMINATION OF REGISTRATION
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (Registration Statement No. 333-80187) filed on June 8, 1999, pertaining to common stock, par value $0.001 per share (the “Common Stock”) of Cornell Companies, Inc. (“Cornell”) to be offered under the Cornell Corrections, Inc. Amended and Restated 1996 Stock Option Plan, the Cornell Corrections, Inc. Employee Stock Purchase Plan, and the Cornell Deferred Compensation Plan.
On August 12, 2010, The GEO Group, Inc. (“GEO”) completed its acquisition of Cornell pursuant to an Agreement and Plan of Merger, dated as of April 18, 2010 (the “Merger Agreement”), as amended July 22, 2010, by and among GEO, GEO Acquisition III, Inc., a direct wholly-owned subsidiary of GEO (“Merger Sub”) and Cornell. Under the terms of the Merger Agreement, Merger Sub merged with and into Cornell (the “Merger”), with Cornell being the surviving corporation of the Merger. As a result of the Merger, for each share of Cornell common stock, Cornell stockholders had the option to elect to receive: (i) 1.3 shares of common stock of GEO, par value $.01 per share, for each share of Cornell common stock; or (ii) the right to receive cash consideration equal to the greater of (x) the fair market value, as defined in the Merger Agreement, of one share of GEO common stock plus $6.00 or (y) the fair market value, as defined in the Merger Agreement, of 1.3 shares of GEO common stock.
As a result of the merger, Cornell has terminated the offering of Cornell’s securities pursuant to the Registration Statement. In accordance with an undertaking made by Cornell in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered that remain unsold at the termination of the offering, Cornell hereby removes and withdraws from registration all securities registered pursuant to this Registration Statement that remain unsold.

 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on August 24, 2010.
         
  CORNELL COMPANIES, INC.
 		  
  By:   /s/ Brian R. Evans    
    Brian R. Evans   
    Vice President of Finance   
 
No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act.

 

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