- Amended Annual Report (10-K/A)
2010年3月6日 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For fiscal
year ended December 31, 2009
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For
the transition period from
to
Commission File Number 1-14472
CORNELL COMPANIES, INC.
(Exact Name of Registrant as Specified In Its
Charter)
Delaware
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76-0433642
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
No.)
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1700 West
Loop South, Suite 1500, Houston, Texas
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77027
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrants
telephone number, including area code:
(713) 623-0790
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.001 par value per share
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of
the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes
o
No
x
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act.
Yes
o
No
x
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes
o
No
o
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained
herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
x
.
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.
Check one.
Large accelerated Filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller Reporting Company
o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).Yes
o
No
x
The aggregate market value of voting stock held by
non-affiliates of the registrant was $191,785,600 on June 30, 2009. The
registrant has 14,971,194 shares of common stock outstanding on February 19,
2010.
Documents
Incorporated by Reference
The information required by Part III
of this Report, to the extent not set forth herein, is incorporated by
reference from the registrants definitive proxy statement relating to its
Annual Meeting of Stockholders to be held in 2010, which definitive proxy
statement will be filed with the Securities and Exchange Commission within 120
days after the end of the fiscal year to
which this Report relates.
Cornell
Companies, Inc.
Table of
Contents
2009
Form 10-K/A
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Page
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Explanatory Note
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3
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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3
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2
Explanatory Note
This Amendment No. 1 amends Cornell Companies, Inc.s (the Company)
Annual Report on Form 10-K for the year ended December 31, 2009,
which was filed with the Securities and Exchange Commission on February 26,
2010 (the Original Filing). The
Company is filing this Amendment No. 1 for the sole purpose of amending
the list of exhibits included in Item 15 to amend the reference to the
Companys Second Amended and Restated Bylaws which was included in the Original
Filing to instead refer to the Companys Third Amended and Restated Bylaws
which were included in the Company Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 24, 2010. Accordingly,
this Amendment No. 1 sets forth Part IV, Item 15, Exhibits and
Financial Statement Schedules, as amended and restated, in its entirety. This Amendment No. 1 does not include
the entire Form 10-K.
Except as described above, no other changes have been made to the
Original Filing. The Original Filing
continues to speak as of the date of the Original Filing, and Cornell Companies, Inc.
has not updated the disclosures contained therein to reflect any events which
occurred subsequent to the filing of the Original Filing, or to modify the
disclosure contained in the Original Filing other than to reflect the changes
described above.
PART IV
ITEM 15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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(a)
Financial Statements, Schedules and Exhibits
1.
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Financial statements
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Report of Independent
Registered Public Accounting Firm
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Consolidated Balance
Sheets - December 31, 2009 and 2008
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Consolidated Statements of
Income and Comprehensive Income for the years ended December 31, 2009,
2008 and 2007
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Consolidated Statements of
Changes in Equity for the years ended December 31, 2009, 2008 and 2007
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Consolidated Statements of
Cash Flows for the years ended December 31, 2009, 2008 and 2007
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Notes to consolidated
financial statements
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2.
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Financial statement schedules
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All schedules are omitted
because they are not applicable or because the required information is
included in the financial statements or notes thereto.
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3.
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Exhibits
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Exhibit
No.
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Description
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3.1
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Restated Certificate of Incorporation of Cornell Companies, Inc.
(incorporated
by reference to Exhibit 3.1 to the Companys
Annual Report on
Form 10-K for the year ended December 31, 1996 filed on
March 31, 1997
).
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3.2
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Third Amended and Restated Bylaws of Cornell Companies, Inc.
(incorporated
by reference to Exhibit 3.2 to the Companys Current Report on
Form 8-K
filed on February 24, 2010
).
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3.3
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Certificate of Amendment of Restated Certificate of Incorporation of
Cornell Companies, Inc.
(incorporated by reference
to Exhibit 4.2 to the Companys
Registration Statement on
Form S-8 (Reg. No. 333-42444) filed on July 28, 2000).
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4.1
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Form of Certificate representing Common Stock
(incorporated
by reference to Exhibit 4.1 to the Companys
Registration Statement on
Amendment 1 to Form S-1 (Reg. No. 333-08243) filed on
August 26, 1996).
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4.2
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Indenture dated as of June 24, 2004 between Cornell
Companies, Inc., the guarantors named therein and JPMorgan Chase Bank,
as trustee
(incorporated by reference to Exhibit 4.1 to
the Companys Current Report on
Form 8-K filed on
June 25, 2004).
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4.3
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Form of 10 3/4% Senior Note due 2012
(included in
Exhibit 4.2
).
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4.4
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Registration
Rights Agreement dated March 31, 1994, as amended, among Cornell
Corrections, Inc. and the stockholders listed on the signature
pages thereto (incorporated by reference to Exhibit 4.2 to the
Companys
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3
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Registration
Statement on Form S-1 (Reg. No. 333- 08243), filed on July 17,
1996, as amended).
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4.5
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Registration Rights Agreement, dated October 14, 1999 among
Cornell Companies, Inc. and the investors party thereto (incorporated by
reference to Exhibit 4.7 to the Companys Registration Statement on
Form S-3 (Reg. No. 333-91211) filed on November 18, 1999).
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10.1*
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Cornell Corrections, Inc. Amended and Restated 1996 Stock Option
Plan
(incorporated by reference to Exhibit B to the Companys
Schedule 14A
filed on March 9, 1998).
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10.2*
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Form of Indemnification Agreement between Cornell Companies, Inc.
and each of its directors and executive officers
(incorporated by reference
to Exhibit 10.3 to the Companys
Registration Statement on
Amendment 1 to Form S-1 (Reg. No. 333-08243) filed on
August 26, 1996).
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10.3*
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Cornell Corrections, Inc. Employee Stock Purchase Plan
(incorporated
by reference to Exhibit 4.7 to the Companys
Registration Statement on
Form S-8 (Reg. No. 333-80187) filed on June 8, 1999).
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10.4*
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Cornell Corrections, Inc. Deferred Compensation Plan, amended and
restated effective January 1, 2005.
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10.5*
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Cornell Companies, Inc. Amended and Restated 2000 Director Stock
Plan
(incorporated by reference to Appendix B to the Companys Proxy
Statement on Schedule 14A filed April 28, 2009
).
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10.6*
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Cornell Companies, Inc. Deferred Bonus Plan
(incorporated
by reference to Exhibit 10.44a to the Companys
Annual Report
on Form 10-K for the year ended December 31, 2002 filed on
March 31, 2003
)
.
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10.7
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Premises Transfer Agreement, dated August 14, 2001, among Cornell
Companies, Inc., Cornell Corrections of Georgia, L.P., Cornell
Corrections of Oklahoma, Inc., Cornell Corrections of Texas, Inc.,
WBP Leasing, Inc., and Municipal Corrections Finance, L.P.
(incorporated
by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on August 28, 2001).
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10.8
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Master Lease Agreement (with addenda), dated August 14, 2001,
between Municipal Corrections Finance, L.P. and Cornell Companies, Inc.
(incorporated
by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K
filed on August 28, 2001).
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10.9
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Master Lease Agreement dated December 3, 1998 between Atlantic
Financial Group, Ltd. and WBP Leasing, Inc. and certain other
subsidiaries of Cornell Corrections, Inc.
(incorporated by reference
to Exhibit 10.3 to the Companys
Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 filed on
October 30, 2001
).
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10.10
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Amended and
Restated Credit Agreement dated October 10, 2007 among Cornell
Companies, Inc., its subsidiaries, JPMorgan Chase Bank N.A., as
Administrative Agent, Bank of America, N.A., as Syndication Agent and the
Lenders party thereto
(incorporated by reference to Exhibit
10.1
to the Companys Current
Report on
Form 8-K filed on
October 12, 2007
)
.
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10.11*
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Amended and Restated Employment Agreement, dated August 2, 2007,
between Cornell Companies, Inc. and James E. Hyman
(incorporated
by reference to Exhibit
10.1
to the Companys Current
Report on
Form 8-K filed on
August 6, 2007)
.
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10.12*
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Restricted Stock Agreement, dated March 14, 2005, between Cornell
Companies, Inc. and James E. Hyman
(incorporated by reference
to Exhibit
10.2
to the Companys Current Report on
Form 8-K filed on
March 15,
2005)
.
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10.13*
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Employment/Separation Agreement, dated March 9, 2005, between
Cornell Companies, Inc. and John R. Nieser
(incorporated by reference
to Exhibit
10.3
to the Companys Current Report on
Form 8-K filed on
March 15,
2005)
.
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10.14*
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Amendment to Employment/Separation Agreement dated March 14, 2007
by and between Cornell Companies, Inc. and John R. Nieser
(incorporated
by reference to Exhibit
10.2
to the Companys Current
Report on
Form 8-K filed on
March 15, 2007).
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10.15*
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Form of Severance Agreement
(incorporated by reference
to Exhibit 10.40 to the Companys
Annual Report on
Form 10-K for the year ended December 31, 1999 filed on
March 30, 2000
)
.
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4
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Amendment to Severance Agreement dated March 14, 2007 by and
between Cornell Companies, Inc. and Patrick N. Perrin
(incorporated
by reference to Exhibit
10.4
to the Companys Current
Report on
Form 8-K filed on
March 15, 2007).
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10.16*
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Employment Agreement dated January 5, 2009 between Cornell
Companies, Inc. and Cathryn L. Porter.
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10.17*
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Cornell Companies, Inc. Amended and Restated 2006 Incentive Plan
(incorporated
by reference to Appendix A to the Companys Proxy Statement on Schedule 14A
filed April 28, 2009)
.
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10.18*
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Form of Cornell Companies, Inc. Restricted Stock Award
Performance Based (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on March 12, 2008).
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10.19*
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Form of Cornell Companies, Inc. Restricted Stock Award
Time Based (incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on March 12, 2008).
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10.20*
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Form of Cornell Companies, Inc. Restricted Stock Award
Agreement (Profitability & Time-Based) (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
April 7, 2009).
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10.21*
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Form of Cornell Companies, Inc. Restricted Stock Award
Agreement (Performance Based) (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 7,
2009).
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10.22*
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Cornell Companies, Inc. First Amendment to the Amended and
Restated 1996 Stock Option Plan (incorporated by reference to
Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009 filed on August 7, 2009)
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10.23
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Facilities Lease Agreement between Inland PPD Hudson Associates,
L.L.C. and Cornell Corrections of California, Inc. dated as of
September 24, 2008.
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10.24*
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Form of Director Stock Option Award Agreement.
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14.1
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Code of Ethics
for Senior Financial Officers (incorporated
by reference to
Exhibit 14.1 to the Companys Current Report on Form 8-K/A filed on
March 13, 2009).
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21.1
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List of Subsidiaries.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Power of Attorney (see signature page of the Annual Report on
Form 10-K).
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31.1
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Section 302 Certification of Chief Executive Officer (filed
herewith).
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31.2
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Section 302 Certification of Chief Financial Officer (filed
herewith).
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32.1
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Section 906 Certification of Chief Executive Officer (filed
herewith).
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32.2
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Section 906 Certification of Chief Financial Officer (filed
herewith).
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* Management
compensatory plan or contract.
Previously
filed with the Companys Annual Report on Form 10-K for the year ended December
31, 2009, which was filed with the Securities and Exchange Commission on
February 26, 2010.
5
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this Amendment No. 1 to the Annual Report on Form 10-K/A has
been signed below by the following persons on behalf of the registrant and in
the capacities indicated on March 5, 2010.
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CORNELL COMPANIES, INC.
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By:
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/s/ James E. Hyman
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James E. Hyman
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Chief Executive Officer, President and
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Chairman of the Board
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(Principal Executive Officer)
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By:
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/s/ John R. Nieser
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John R. Nieser
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Chief Financial Officer, Senior Vice
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President and Treasurer
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(Principal Financial Officer and Principal)
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Accounting Officer)
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6
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