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.
THE SECURITIES EXCHANGE ACT OF 1934.
Date of Report (Date of Earliest Event Reported): March 13, 2007
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| 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 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (561) 893-0101
(Former Name or Former Address, if Changed since Last Report)
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 8 — Other Events
Item 8.01 Other Events.
On March 13, 2007, The GEO Group, Inc. (“GEO”) issued a press release announcing that it plans to
offer 4,750,000 shares of its common stock in an underwritten public offering (the “Offering”)
pursuant to a new shelf registration statement, which was filed on the same day with the Securities
and Exchange Commission (the “SEC”) and became effective immediately upon filing. GEO also filed a
prospectus supplement relating to the Offering with the SEC on the same date. A copy of the press
release is attached as Exhibit 99.1 hereto.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| c) | Exhibits |
| 99.1 | Press Release of GEO, dated March 13, 2007 |
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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. |
||||
| March 19, 2007 | By: | /s/ John G. O’Rourke | ||
| Date | John G. O’Rourke | |||
| Senior Vice President -- Finance and Chief Financial Officer (Principal Financial Officer and duly authorized signatory) | ||||
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EXHIBIT 99.1
|
NEWS RELEASE |
One Park Place, Suite 700 n 621 Northwest 53rd Street n Boca Raton, Florida 33487 n www.thegeogroupinc.com
CR-07-11
THE GEO GROUP, INC. ANNOUNCES OFFERING
OF 4.75 MILLION SHARES OF COMMON STOCK
OF 4.75 MILLION SHARES OF COMMON STOCK
Boca Raton, Fla. — March 13, 2007 — The GEO Group, Inc. (NYSE:GEO) (“GEO”) announced today that
it plans to offer 4,750,000 shares of its common stock in an underwritten public offering pursuant
to a new shelf registration statement. Additionally, GEO plans to grant the underwriters a 30-day
option to purchase up to an aggregate of 712,500 additional shares of common stock. The new shelf
registration statement was filed with the Securities and Exchange Commission earlier today and
became effective immediately upon filing.
GEO expects to use the aggregate net proceeds from the offering for the repayment of approximately
$200.0 million in debt and for general corporate purposes, which may include working capital,
capital expenditures and potential acquisitions of complementary businesses and other assets.
Lehman Brothers Inc. and Banc of America Securities LLC will act as joint book-runners for the
offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
of the securities nor shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
This offering of shares of common stock may be made only by means of a prospectus. Copies of the
prospectus and the prospectus supplement can be obtained from Lehman Brothers Inc., c/o ADP
Financial Services, Prospectus Fulfillment, 1155 Long Island Avenue, Edgewood, NY 11717, Email:
jennifer_maldonado@adp.com or Fax: (631) 254-7268, or Banc of America Securities LLC, Capital
Markets (Prospectus Fulfillment) by e-mail to dg.prospectus_distribution@bofasecurities.com or by
mail to Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd
Floor, New York, NY 10001, or from The GEO Group, Inc., One Park Place, Suite 700, 621 Northwest
53rd Street, Boca Raton, Florida, 33487.
About The GEO Group, Inc.
The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and residential treatment 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, Canada, and the United Kingdom. GEO’s worldwide operations include 64 correctional and residential treatment facilities with a total design capacity of approximately 55,000 beds.
The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and residential treatment 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, Canada, and the United Kingdom. GEO’s worldwide operations include 64 correctional and residential treatment facilities with a total design capacity of approximately 55,000 beds.
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NEWS RELEASE
Safe Harbor Statement
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to GEO’s plans, objectives and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in GEO’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2007, and the Prospectus Supplement filed with the Securities and Exchange Commission on March 13, 2007. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to GEO’s plans, objectives and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in GEO’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2007, and the Prospectus Supplement filed with the Securities and Exchange Commission on March 13, 2007. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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