SECURITIES AND EXCHANGE COMMISSION
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): January 28, 2005
THE GEO GROUP, INC.
Florida | 1-14260 | 65-0043078 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
621 NW 53rd Street, Suite 700, Boca Raton, Florida 33487
(Registrants Telephone Number, Including Area Code) (561) 893-0101
Check the appropriate box below if the Form 8-K 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))
Section 5 Corporate Governance and Management
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On January 28, 2005, the board of directors of The GEO Group, Inc. (GEO) appointed Mr. William M. Murphy and Mr. John M. Perzel to GEOs board of directors. In addition to the board of directors, Mr. Murphy will serve on the GEO boards Audit and Finance Committee, Corporate Planning Committee and Independent Committee. Mr. Perzel will serve on the GEO boards Audit and Finance Committee, Compensation Committee, Nominating and Corporate Governance Committee and Independent Committee. GEO has determined that each of Messrs. Murphy and Perzel is an independent director within the meaning of Rule 303A.02 of the corporate governance standards of the New York Stock Exchange. In connection with the appointments of Messrs. Murphy and Perzel, the main committees of the GEO board of directors have been rearranged as follows:
AUDIT AND FINANCE COMMITTEE
|
INDEPENDENT COMMITTEE | ||
Richard Glanton, Chairman
|
Norman A. Carlson, Chairman | ||
William M. Murphy
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John M. Perzel | ||
John M. Perzel
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Anne N. Foreman | ||
William M. Murphy | |||
CORPORATE PLANNING COMMITTEE
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
||
Anne N. Foreman, Chairman
|
Anne N. Foreman, Chairman | ||
Norman A. Carlson
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Richard H. Glanton | ||
William M. Murphy
|
John M. Perzel | ||
COMPENSATION COMMITTEE
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OPERATIONS AND OVERSIGHT COMMITTEE | ||
Richard H. Glanton, Chairman
|
Norman A. Carlson, Chairman | ||
Anne N. Foreman
|
Richard H. Glanton | ||
John M. Perzel
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Anne N. Foreman | ||
EXECUTIVE COMMITTEE |
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George C. Zoley, Chairman |
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Wayne H. Calabrese |
|||
Richard H. Glanton |
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GEOs press release announcing the appointment of Messrs. Murphy and Perzel is attached hereto as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated February 1, 2005.
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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.
THE GEO GROUP, INC. |
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February 2, 2005 Date |
By: | /s/ John G. ORourke | ||
John G. ORourke | ||||
Senior Vice President Finance and Chief Financial Officer (Principal Financial Officer and duly authorized signatory) |
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EXHIBIT INDEX
Exhibit No. |
Description |
|
99.1
|
Press Release dated February 1, 2005 |
EXHIBIT 99.1
N E W S R E L E A S E |
One Park Place, Suite 700 n 621 Northwest 53rd Street n Boca Raton, Florida 33487 n www.thegeogroupinc.com
CR-05-02
THE GEO GROUP, INC. ANNOUNCES THE APPOINTMENTS OF
JOHN M. PERZEL AND WILLIAM M. MURPHY TO ITS BOARD OF DIRECTORS
Boca Raton, Fla. February 1, 2005 The GEO Group, Inc. (NYSE:GGI) (GEO) announced today the appointments of Mr. John M. Perzel and Mr. William M. Murphy to GEOs Board of Directors.
The Honorable John M. Perzel was sworn in as Pennsylvanias Speaker of the House of Representatives on April 15, 2003. Prior to being elected Speaker, Mr. Perzel served four consecutive terms as House Majority Leader, becoming the longest serving House Majority Leader in Pennsylvania history. First elected to the House of Representatives in 1978, Speaker Perzel steadily climbed the ladder of responsibility, authority, and leadership. Before being elected Majority Leader in 1994, he held the offices of Republican Whip, Policy Committee Chairman, and head of the House Republican Campaign Committee. In March 2004, he established the Speakers Foundation Fund of the Philadelphia Foundation, a charitable organization created to support education, culture, and economic development across Pennsylvania. Mr. Perzel earned a bachelors degree from Troy State University in 1975.
William M. Murphy currently serves as President of Douglas Management & Realty. Mr. Murphy previously served as Vice President of Chase Manhattan Bank, where he was responsible for real estate lending for the Southeastern United States. Prior to that, he was employed by Travers Associates performing real estate feasibility studies. Mr. Murphy has been a real estate developer and investor in Florida since 1984 and has been involved in the South Florida community for many years serving as a member of the Broward Art Guild Advisory Board, the Junior League Advisory Board, the Economic Development Board of Lauderdale Lakes, and the Board of Directors of the Boys and Girls Club of Broward County. Mr. Murphy earned a Bachelors Degree in Civil Engineering from the National University of Ireland and a Masters Degree in Urban Planning from New York University.
George C. Zoley, Chairman of the Board and Chief Executive Officer of GEO said: We are very fortunate to have John M. Perzel and William M. Murphy join our board of directors in that they bring extensive experience and unique leadership qualities to our company. We welcome them with the utmost confidence that they will represent GEOs shareholders with unparalleled ability and professionalism.
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N E W S R E L E A S E
GEO is a world leader in the delivery of correctional and detention management, health and mental health, and other diversified services to federal, state, and local government agencies around the globe. GEO offers a turnkey approach that includes design, construction, financing, and operations. GEO represents government clients in the United States, Australia, South Africa, New Zealand, and Canada managing 42 facilities with a total design capacity of approximately 37,000 beds.
This press release contains forward-looking statements regarding future events and future performance of the Company that involve risks and uncertainties that could materially affect actual results, including statements regarding estimated earnings, revenues and costs and our ability to maintain growth and strengthen contract relationships. Factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to: (1) GEOs ability to access the capital markets in the future on satisfactory terms or at all; (2) risks associated with GEOs ability to control operating costs associated with contract start-ups; (3) GEOs ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into GEOs operations without substantial costs; (4) GEOs ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (5) GEOs ability to obtain future financing on acceptable terms; (6) GEOs ability to sustain company-wide occupancy rates at its facilities; and (7) other factors contained in GEOs Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.
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