- Current report filing (8-K)
2010年7月22日 - 6:26AM
Edgar (US Regulatory)
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):
July 21,
2010
CORNELL COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
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1-14472
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76-0433642
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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 Identification No.)
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1700 West Loop South, Suite 1500
Houston, Texas 77027
(Address
of principal executive offices) (Zip Code)
(713) 623-0790
(Registrants
telephone number, including area code)
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 (see
General Instruction A.2.below):
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 8.01
Other Events.
The United States Court of
Federal Claims issued an opinion on July 14, 2010 in Board of County
Commissioners of the County of Bernalillo, New Mexico, v. United States, Case No. 09-549
C, overturning the governments decision to unilaterally reduce the number of
mandays it used at the Regional Correctional Center (RCC) in Albuquerque, New
Mexico, which is operated by Cornell Companies, Inc. (Cornell).
Cornell and Bernalillo
County successfully argued that the Intergovernmental Agreement with the Office
of the Federal Detention Trustee (OFDT) obligated the government to utilize the
RCC for an agreed upon number of mandays, and the governments failure to meet
that number required the government to pay for unused beds. The OFDT argued that it had properly
partially terminated the agreement to reduce the number of mandays. Senior
Judge Eric G. Bruggink agreed with Cornell and Bernalillo County stating that
the government cannot unilaterally modify the contract under the guise of a
partial termination.
The Court will now decide
damages for the governments breach of the agreement. Cornell and Bernalillo County believe that
the government owes approximately $4.2 million previously billed to the
government for contract years March 26, 2007 through March 25, 2008
and March 26, 2008 through March 25, 2009, plus appropriate Contract
Disputes Act interest. Cornell has previously recognized a $1.5 million
contract-based revenue adjustment for the contract year ended March 25,
2008 in its revenues for the fiscal year ended December 31, 2008. The government has argued that its
liability should be offset by any cost savings experienced at the RCC as a
result of the population being less than the guaranteed amount. If the government prevails with this
argument, Cornell and Bernalillo County believe that the governments
liability, incorporating any cost savings offset, would be approximately $3.6
million, plus interest. The government
has the right to appeal the decision to the United States Court of Appeals for
the Federal Circuit.
The information contained
herein includes forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including but not limited to
statements regarding the liability of the government for damages and the amount
thereof, litigation outcomes as well as any other statements that are not
historical facts, These statements are based on current expectations of future
events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from Cornells expectations and projections. Risks and uncertainties include, among other
things, the uncertainties associated with the litigation and appeal process,
general economic and market conditions, actions by government agencies and
other third parties, and other risks and uncertainties detailed in the Companys
most recent Form 10-K, the definitive Proxy Statement on Schedule 14A
filed by Cornell with the SEC on July 15, 2010 and other filings made by
us from time to time with the Securities and Exchange Commission, which are
available free of charge on the SECs Web site at www.sec.gov. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from the
statements made. All information set forth herein is current as of the date
hereof. Cornell undertakes no duty to update any statement in light of new
information or future events.
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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.
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CORNELL
COMPANIES, INC.
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Dated: July 21, 2010
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By:
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/s/ Cathryn L. Porter
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Cathryn L. Porter
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Senior Vice President,
General Counsel and Corporate Secretary
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3
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