Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - AMERICA SERVICE GROUP INC /DE | g27149exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 6, 2011
America Service Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19673 | 51-0332317 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction | File Number) | Identification Number) | ||
| of incorporation) |
| 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)
þ 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.
On May 6, 2011, America Service Group Inc. (the “Company”) distributed an email to its
employees. A copy of the email is attached hereto as Exhibit 99.1 and is incorporated by
reference.
Cautionary Statement
This press release contains “forward-looking” statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Statements in this release
that are not historical facts, including statements about America Service Group’s or management’s
beliefs and expectations, constitute forward-looking statements and may be indicated by words or
phrases such as “anticipates,” “estimates,” “plans,” “expects,” “projects,” “should,” “will,”
“believes” or “intends” and similar words and phrases. Readers should not place undue reliance on
such forward-looking statements. Forward-looking statements involve inherent risks and
uncertainties. The material factors that could cause actual results to differ materially from
those expressed in forward-looking statements include, without limitation, the following: (1) the
inability to complete the merger in a timely manner; (2) the inability to complete the merger due
to the failure to obtain stockholder approval or the failure to satisfy other conditions to
completion of the merger; (3) the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; (4) the failure to obtain the necessary debt
financing arrangements set forth in the commitment letters received by Valitás in connection with
the merger agreement; (5) the impact of the substantial indebtedness incurred to finance the
consummation of the merger; (6) the possibility that competing offers will be made; (7) the effect
of the announcement of the transaction on America Service Group’s business relationships, operating
results and business generally, either before or after the consummation of the transaction; (8)
diversion of management’s attention from ongoing business concerns as a result of the pendency or
consummation of the merger; and (9) general economic or business conditions and other factors.
Additional information on risk factors that may affect the business and financial results of
America Service Group can be found in America Service Group’s most recent Annual Report on Form
10-K and in the filings of America Service Group made from time to time with the SEC. America
Service Group undertakes no obligation to correct or update any forward-looking statements, whether
as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the merger, America Service Group has filed with the SEC a proxy statement with
respect to the special meeting of stockholders that will be held to consider the merger. The
definitive proxy statement and a form of proxy has been mailed to the stockholders of America
Service Group. BEFORE MAKING ANY VOTING DECISION, AMERICA SERVICE GROUP’S STOCKHOLDERS ARE
STRONGLY URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT AMERICA SERVICE GROUP AND THE MERGER. America
Service Group’s stockholders are able to obtain, without charge, a copy of the proxy statement and
other relevant documents filed with the SEC (when available) from the SEC’s website at
http://www.sec.gov. America Service Group’s stockholders are also able to obtain, without charge,
a copy of the proxy statement and other relevant documents (when available) by directing a request
by mail or telephone to America Service Group Inc., Attn: Scott King, General Counsel, 105 Westpark
Drive, Suite 200, Brentwood, Tennessee, 37027, telephone: (615) 373-3100, or from the investor
relations section of America Service Group’s website at www.asgr.com.
Proxy Solicitation
America Service Group and its directors and officers may be deemed to be participants in the
solicitation of proxies from America Service Group’s stockholders with respect to the special
meeting of stockholders that will be held to consider the merger. More detailed information
regarding the identity of the potential participants, and their direct or indirect interests, by
securities holdings or otherwise, is set forth in the proxy statement and other materials filed
with the SEC in connection with the merger. Information regarding America Service Group’s
directors and executive officers is also available in America Service Group’s Annual Report on Form
10-K filed on March 3, 2011 and amended on April 29, 2011.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| 99.1 | Email to Employees |
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: May 6, 2011 | By: | /s/ Michael W. Taylor | ||
| Michael W. Taylor | ||||
| Executive Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibits | |
99.1
|
Email to Employees. |