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/s/ T. Scott Hoffman

T. Scott Hoffman

June 18, 2010

0000950123-10-059481.txt : 20100621 0000950123-10-059481.hdr.sgml : 20100621 20100621094828 ACCESSION NUMBER: 0000950123-10-059481 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100616 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA SERVICE GROUP INC /DE CENTRAL INDEX KEY: 0000877476 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510332317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19673 FILM NUMBER: 10907203 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 200 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153761317 MAIL ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 200 CITY: BRENTWOOD STATE: TN ZIP: 37027 8-K 1 g23827e8vk.htm FORM 8-K e8vk

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):
June 16, 2010

America Service Group Inc.

(Exact name of registrant as specified in its charter)


Delaware	0-19673	51-0332317

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


105 Westpark Drive, Suite 200, Brentwood, Tennessee		37027

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 373-3100

Not applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.02		Termination of a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference in response to this Item 1.02.


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2010, T. Scott Hoffman resigned his positions as Senior Vice President and Chief Administrative Officer of America Service Group Inc. (the “Company”), effective July 16, 2010 (the “Separation Date”). Until the Separation Date, Mr. Hoffman will continue to serve in his current positions, subject to such redesignation of duties as may be directed by the President and Chief Executive Officer of the Company, and will assist with the transition of his duties and responsibilities. Mr. Hoffman’s resignation from the Company is not the result of a disagreement with the Company.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.

99.1

Separation Letter between the Company and T. Scott Hoffman dated June 17, 2010.

Signatures

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.


	AMERICA SERVICE GROUP INC.
Date: June 21, 2010	By:	/s/ Michael W. Taylor
		Michael W. Taylor
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description of Exhibits
99.1		Separation Letter between the Company and T. Scott Hoffman dated June 17, 2010.

EX-99.1 2 g23827exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

June 17, 2010

Scott Hoffman
609 Ottershaw Ct.
Brentwood, TN 37027

Dear Scott:

This letter will accept and confirm your resignation as Senior Vice President and Chief Administrative Officer of America Service Group Inc. (the “Company”) effective July 16, 2010 (the “Separation Date”). Until the Separation Date, we understand that you will continue to serve in your current positions, subject to such redesignation of duties as may be directed by the President and Chief Executive Officer of the Company, and assist with the transition of your duties and responsibilities. We agree that your resignation will be treated as a “termination without cause” for purposes of Section 7(f) of your Employment Agreement with the Company, dated October 22, 2000 (the “Employment Agreement”), and the Company will pay to you the compensation required by, and subject to the terms and conditions in, the Employment Agreement, including such Section 7(f). We also agree that your resignation will be treated as a termination by the Company without cause pursuant to Section 3(b)(4) of your 1999 Amended and Restated Incentive Stock Plan Stock Grant Certificates and Section 3(b)(4) of your 2009 Equity Incentive Plan Stock Grant Certificate (collectively the “Stock Grants”) and the Stock Grants will become nonforfeitable in accordance with, and subject to the terms and conditions in, such Stock Grants, including Section 3(b)(4). In all other respects the terms, conditions, privileges, restrictions, covenants and duties set forth in your Employment Agreement and the Stock Grants shall survive in full force and effect, as set forth therein.


	AMERICA SERVICE GROUP INC.
	By:	/s/ J. Scott King
		Its: SVP and Chief Legal Officer

Accepted, acknowledged and agreed as of the date set forth below: