-----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, RSqggDN/ardfZPSuTAh+YdUcX87I50/dRGGEbl4Qf06Gh2wP9Ti4FSVs/jLFnRdi Ii3IpeJngInqGI20SBU0mw== 0000950144-02-000286.txt : 20020413 0000950144-02-000286.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950144-02-000286 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020111 EFFECTIVENESS DATE: 20020111 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-76586 FILM NUMBER: 2507567 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153733100 MAIL ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 S-8 1 g73690s-8.txt AMERICA SERVICE GROUP, INC. As filed with the Securities and Exchange Commission on January 11, 2002. Registration No. ____-____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- AMERICA SERVICE GROUP INC. (Exact name of registrant as specified in its charter) --------------- DELAWARE 51-0332317 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 105 Westpark Drive Suite 200 Brentwood, Tennessee 37027 (Address of Principal Executive Offices, including Zip Code) --------------------------- AMERICA SERVICE GROUP INC. RICHARD D. WRIGHT INCENTIVE STOCK PLAN (Full title of the Plan) --------------------------- Jean L. Byassee, Esq. 105 Westpark Drive Suite 200 Brentwood, Tennessee 37027 (615) 376-1317 (Name, address, including zip code, and telephone number, including area code, of Agent for Service) CALCULATION OF REGISTRATION FEE
============================================================================================================== TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 100,000 Shares $6.30 $630,000.00 $157.50 ==============================================================================================================
(1) An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become operative. (2) Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(h) of the Securities Act of 1933, based upon the price at which the options to purchase the shares of Common Stock being registered may be exercised, $6.30. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participating employee as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference in the registration statement: (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934; (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2000; and (c) The description of the common stock contained in the registrant's registration statement on Form 8-A filed under the Securities Exchange Act of 1934 (File No. 0-19673), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all shares offered have been sold or which deregisters all shares 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 (such documents and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in other subsequently filed Incorporated Documents modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of directors and officers under certain circumstances, as therein set forth. Section 8.7 of the registrant's Bylaws provides that the registrant shall indemnify officers and directors, and to the extent authorized by the Board of Directors, employees and agents of the registrant, to the fullest extent permitted by law and in the manner permissible under the laws of the State of Delaware. The Bylaws also permit the Board of Directors to authorize the registrant to purchase and maintain insurance against any liability asserted against any director, officer, employee or agent of the Company arising out of his or her capacity as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following are filed as exhibits to this registration statement: 4.1 Amended and Restated Certificate of Incorporation of America Service Group Inc. (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form S-1, Registration No. 33-43306, as amended). 4.2 Amended and Restated Bylaws of America Service Group Inc. (incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of King & Spalding regarding legality of shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.3 Consent of King & Spalding (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included on signature page). 99.1 Richard D. Wright Incentive Stock Plan.
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 of 1933; (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; (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; 3 provided however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the Registrant pursuant to Section 13 or 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 of 1933, 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. (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) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement 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. (c) insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 January 10, 2002. AMERICA SERVICE GROUP INC. By: /s/ Michael Catalano ------------------------------------- Michael Catalano Chairman, President and Chief Executive Officer Each person whose signature appears below constitutes and appoints Michael Catalano and Jean L. Byassee, and each of them, as his or her true and lawful attorney-in-fact and agent, each 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 Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on January 10, 2002 in the capacities indicated.
SIGNATURE TITLE /s/ Michael Catalano - --------------------------------------------- Chairman, President and Chief Executive Officer Michael Catalano (Principal Executive Officer) /s/ Michael W. Taylor - ---------------------------------------------- Senior Vice President and Chief Financial Officer Michael W. Taylor (Principal Financial and Accounting Officer) /s/ William D. Eberle - --------------------------------------------- Director William D. Eberle /s/ Burton Einspruch - --------------------------------------------- Director Burton Einspruch /s/ David Freeman - --------------------------------------------- Director David Freeman
SIGNATURE TITLE /s/ Carol R. Goldberg - --------------------------------------------- Director Carol R. Goldberg /s/ Richard M. Mastaler - --------------------------------------------- Director Richard M. Mastaler /s/ Jeffrey L. McWaters - --------------------------------------------- Director Jeffrey L. McWaters /s/ Richard D. Wright - --------------------------------------------- Director Richard D. Wright
6 EXHIBIT INDEX
Exhibit Number Description 4.1 Amended and Restated Certificate of Incorporation of America Service Group Inc. (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form S-1, Registration No. 33-43306, as amended). 4.2 Amended and Restated Bylaws of America Service Group Inc. (incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of King & Spalding regarding legality of shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.3 Consent of King & Spalding (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included on signature page). 99.1 Richard D. Wright Incentive Stock Plan.
EX-5.1 3 g73690ex5-1.txt OPINION OF KING & SPALDING RE: LEGALITY EXHIBIT 5.1 KING & SPALDING 191 Peachtree Street Atlanta, Georgia 30303 January 10, 2002 America Service Group Inc. 105 Westpark Drive Suite 200 Brentwood, Tennessee 37207 Re: 100,000 Shares of Common Stock, $0.01 Par Value (The "Common Stock") To Be Issued Pursuant To The Richard D. Wright Incentive Stock Option Plan (the "Plan") Gentlemen: We have acted as counsel to America Service Group Inc. (the "Company"), in connection with the preparation and filing of a registration statement on Form S-8 (the "Registration Statement"), for registration under the Securities Act of 1933, as amended, of 100,000 shares of Common Stock, $0.01 par value, of the Company (the "Common Stock"), to be issued pursuant to the Plan. In rendering the opinions expressed below we have examined the Registration Statement, the Plan, and such other documents as we have deemed necessary to enable us to express the opinions hereinafter set forth. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that all legal and corporate proceedings necessary for the authorization and issuance of the shares of Common Stock to be issued by the Company pursuant to the Plan have been duly taken and the shares of Common Stock, upon issuance pursuant to the terms of the Plan, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to (a) the filing of the foregoing legal opinion as an exhibit to the Registration Statement and all amendments thereto and (b) all references to our firm in the Registration Statement. Very truly yours, /s/ King & Spalding EX-23.1 4 g73690ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the America Service Group Inc. Registration Statement (Form S-8) pertaining to the Richard D. Wright Incentive Stock Plan for 100,000 shares of common stock, of our report dated February 9, 2001, with respect to the consolidated financial statements and schedule of America Service Group Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Nashville, Tennessee January 8, 2002 EX-99.1 5 g73690ex99-1.txt RICHARD D. WRIGHT INCENTIVE STOCK PLAN EXHIBIT 99.1 RICHARD D. WRIGHT INCENTIVE STOCK PLAN [attached hereto] AMERICA SERVICE GROUP INC. RICHARD D. WRIGHT NONQUALIFIED STOCK OPTION THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS NONQUALIFIED STOCK OPTION is granted as of the 5th day of December 2001 (the "Grant Date") by AMERICA SERVICE GROUP INC., a Delaware corporation (the "Company"), to Richard D. Wright (the "Optionee"). WITNESSETH: WHEREAS, as an inducement to the Optionee to enter into employment, the Company agreed to grant this option to the Optionee; WHEREAS, the Board of Directors of the Company is of the opinion that the interests of the Company will be advanced by encouraging and enabling those individuals upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the business of the Company, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate such individuals and strengthen their desire to remain with the Company; NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Optionee, the Company hereby grants this nonqualified stock option to the Optionee on the terms hereinafter expressed. 1. ADMINISTRATION. This option shall be administered by the Board of Directors of the Company. The board may adopt and revise rules and regulations and take any other action it deems necessary or appropriate to administer this option. The board's actions, including any interpretation or construction of any provisions of this option, shall be final, conclusive and binding. No member of the board shall be liable for any action or determination made in good faith with respect to this option. Members of the board are selected and serve in accordance with the provisions set forth in Article 3 of the Amended and Restated Bylaws of America Service Group Inc. which are publicly available as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 2. INCORPORATION BY REFERENCE. This document hereby incorporates the Company's Annual Report filed on Form 10-K for the fiscal year ended December 31, 2000 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and all documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act. Documents incorporated herein by reference are available without charge on written or oral request made in accordance with paragraph 13 hereof. 3. OPTION GRANT. The Company hereby grants to the Optionee an option to purchase a total of 100,000 shares of Common Stock of the Company at an option exercise price of $6.30 per share, being not less than 100% of the Fair Market Value of the Common Stock on the Grant Date. This option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended and it is not subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 4. TIME OF EXERCISE. This option may be exercised (in the manner provided in paragraph 5 hereof) in whole or in part, and from time to time after the date hereof, subject to the following limitations: (a) This option may be exercised to a maximum extent of 100% of the total shares covered by the option after the first anniversary of the Grant Date (the "Vesting Date"). (b) This option may not be exercised: (i) more than thirty days following the Company's termination of the Optionee's employment for "cause". For the purposes of this option, "cause" shall mean: (A) intentional commission of an act, or failure to act, in a manner which constitutes dishonesty or fraud or which has a direct material adverse effect on the Company or its business; (B) Optionee's conviction of or a plea of guilty to any felony or crime involving moral turpitude; (C) continued incompetence, as determined by the chief executive officer of the Company, using reasonable standards; (D) drug and/or alcohol abuse which impairs Optionee's performance of his duties or employment; (E) breach of loyalty to the Company, whether or not involving personal profit, as determined by the chief executive officer of the Company using reasonable standards; or (F) failure to follow the directions of the chief executive officer of the Company within 20 days after notice to the Optionee of such failure, provided that the directions are not inconsistent with the Optionee's duties and further provided that the Optionee is not directed to violate any law or take any action that he reasonably deems to be immoral or unethical; (ii) more than one year after the termination of the Optionee's employment with the Company for any reason (and then only to the extent the Optionee could have exercised this option on the date of such termination); or (iii) more than 10 years from the Vesting Date, whichever shall first occur. 2 (c) This option may not be exercised to the extent such exercise would result in the nondeductibility of any portion of the Optionee's compensation under Section 162(m) of the Internal Revenue Code of 1986, except for exercise in the event of a change in control. For purposes of this option, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934; provided however, that without limitation, such a change in control shall be deemed to have occurred if: (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than the Optionee or any other person currently the beneficial owner of 10% or more of the outstanding common stock of the Company, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company cease for any reason to constitute at least a majority thereof (unless the election of each director, who was not a director at the beginning of the period, was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period); or (iii) approval by the stockholders the Company of (A) a complete liquidation of the Company; (B) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any "person"; or (C) a merger, consolidation or reorganization involving the Company, unless (1) the stockholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least two-thirds of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization or its parent company (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting shares immediately before such merger, consolidation or reorganization; or (2) the individuals who were members of the board immediately prior to the execution of the agreement for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation. (d) This option shall be accelerated and become fully exercisable in the event of a change in control (as herein defined). 5. METHOD OF EXERCISE. This option may be exercised only by notice in writing delivered to the Treasurer of the Company and accompanied by: 3 (a) The full purchase price of the shares purchased payable by a certified or cashier's check payable to the order of the Company and/or certificates of Common Stock of the Company equal in value (based on their Fair Market Value on the date of surrender) to such purchase price or the portion thereof so paid; provided, however, that payment of the exercise price by delivery of Common Stock of the Company then owned by the Optionee may be made only if such payment does not result in a charge to earnings for financial accounting purposes as determined by the Company; and (b) Such other documents or representations as the Company may reasonably request in order to comply with securities, tax or other laws then applicable to the exercise of the option. In the discretion of the Company, payment may also be made by delivering a properly executed notice to the Company together with a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. 6. NON-TRANSFERABILITY; DEATH. This option is not transferable by the Optionee other than by will or the laws of descent and distribution and is exercisable only by him. If the Optionee dies while an employee of the Company, this option may be exercised during the period described in paragraph 4(b)(ii) (but not later than 10 years from the date hereof) by his estate or the person to whom the option passes by will or the laws of descent and distribution, but only to the extent that the Optionee could have exercised this option on the date of his death. 7. RIGHTS AS A SHAREHOLDER. The Optionee shall not have any of the rights and privileges of shareholders of the Company in respect of any of the shares subject to any option granted hereunder unless and until a certificate representing such shares shall have been issued and delivered. 8. REGISTRATION. The Company shall not be required to issue or deliver any certificate for its Common Stock purchased upon the exercise of this option prior to the admission of such shares to listing on any stock exchange on which shares may at that time be listed. In the event of the exercise of this option with respect to any shares subject hereto, the Company shall make prompt application for such listing. If at any time during the option period the Company shall be advised by its counsel that shares deliverable upon exercise of the option are required to be registered under the Federal Securities Act of 1933, as amended, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of the Act, the Company will use its best efforts to effect such registration or provide such prospectus not later than a reasonable time following each exercise of this option, but delivery of shares by the Company may be deferred until registration is effected or a prospectus available. This Optionee shall have no interest in shares covered by this option until certificates for the shares are issued. 4 9. ADJUSTMENTS. In the event that there is any increase in the number of issued shares of the Common Stock of the Company without new consideration of the Company therefor, by reason of stock dividends, stock split-ups or like recapitalizations, the number of shares which may thereafter be purchased under this option shall be increased in the same proportion as said increase in issued shares of Common Stock. In such event, the per share purchase price specified in paragraph 3 above shall be reduced so that the total consideration payable to the Company for the increased number of issued shares of Common Stock remaining subject to this option shall not be changed by reason of such increase in number of shares. In the case of any sale of assets, merger consolidation, combination or other corporate reorganization or restructuring of the Company with or into another corporation which results in the outstanding Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof (an "Acquisition"), the Optionee shall have the right thereafter and during the term of this option, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon the Acquisition by a holder of the number of shares of Common Stock which might have been obtained upon exercise of the option or portion thereof as the case may be immediately prior to the Acquisition. The term "Acquisition Consideration" shall mean the kind and amount of securities, cash or other property or any combination thereof receivable in respect of Common Stock, upon consummation of an Acquisition. If during the term of this option the Common Stock of the Company shall be combined or be changed into the same or another kind of stock of the Company or into securities of another corporation, whether through recapitalization, reorganization, sale, merger, consolidation, etc., the company shall cause adequate provision to be made whereby the Optionee shall thereafter be entitled to receive, upon the due exercise of any then-unexercised portion of this option, the securities which he would have been entitled to receive for Common Stock acquired through exercise of such portion of the option (regardless of whether or to what extent the option would then have been exercisable) immediately prior to the effective date of such recapitalization, reorganization, sale, merger, consolidation, etc. 10. WITHHOLDING OF TAX. The Company may require the Optionee or other person exercising this option to remit to it an amount sufficient to satisfy any federal, state and local tax withholding requirements prior to the delivery of any certificates for Common Stock issuable on exercise hereof. The Board may, in its discretion and subject to such rules as it may adopt, permit the Optionee or other person exercising this option to pay all or a portion of the federal, state and local withholding taxes arising in connection with the exercise of this option by electing to have the Company withhold shares of Common Stock having a fair market value equal to the amount to be withheld. 11. NO RESTRICTIONS ON TRANSFER OF STOCK. Common Stock issued pursuant to the exercise of an Option granted hereunder (the "Optioned Stock"), or any interest in such Optioned Stock, may be sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise transferred or alienated in any manner by the holder thereof, subject to compliance with any 5 applicable federal, state or other local law, regulation or rule governing the sale or transfer of stock or securities. 12. TENURE. The Optionee's right, if any, to continue to serve the Company as an officer, director or employee, or otherwise, shall not be enlarged or otherwise affected by the award of this option. 13. INQUIRIES. Any inquiries with respect to this option should be directed to the Chief Legal Officer, c/o America Service Group, Inc., Suite 200, 105 Westpark Drive, Brentwood, TN 37027, tel. (615) 373-3100. 14. NOT SUBJECT TO PLAN. This option is granted independently of and not under or pursuant to the Company's Amended Incentive Stock Plan. IN WITNESS WHEREOF, the Company has caused this nonqualified stock option to be executed on this 10th day of January 2002. AMERICA SERVICE GROUP INC. /s/ Michael Catalano January 10, 2002 --------------------------------------- Michael Catalano Dated: Receipt is hereby acknowledged: Attest: /s/ Richard D. Wright January 10, 2002 /s/ Jean L. Byassee January 10, 2002 - --------------------------------------- --------------------------------------- Optionee Dated: Jean L. Byassee Dated: 6 -----END PRIVACY-ENHANCED MESSAGE-----