- Current report filing (8-K)
June 01 2011 - 1:05PM
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):
June 1, 2011
America Service Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-19673
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51-0332317
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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105 Westpark Drive, Suite 200, Brentwood, Tennessee
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37027
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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: (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of America Service Group Inc. (the Company), the parent
company of PHS Correctional Healthcare, Inc., was held on June 1, 2011 at the Companys
headquarters (the Special Meeting).
At the Special Meeting, the Companys stockholders approved the proposal to adopt the
Agreement and Plan of Merger (the Merger Agreement), dated as of March 2, 2011, as it may be
amended in accordance with its terms, by and among the Company, Whiskey Acquisition Corp. and
Valitás Health Services, Inc., the parent company of Correctional Medical Services, Inc. The
adoption of the Merger Agreement required the affirmative vote of a majority of the outstanding
shares of the Companys common stock entitled to vote thereon. The Companys stockholders also
voted to approve the proposal to adjourn the Special Meeting, if necessary, to solicit additional
proxies if there were insufficient votes at the time of the Special Meeting to constitute a quorum
or adopt the Merger Agreement. The approval to adjourn the Special Meeting, if necessary,
required the affirmative vote of a majority of the outstanding shares of the Companys common stock
present in person or represented by proxy at the Special Meeting and entitled to vote thereon.
The Special Meeting was not adjourned because there were sufficient votes at the time of the
Special Meeting to adopt the Merger Agreement.
As of April 26, 2011, the date of record for determining the Companys stockholders entitled
to vote on the proposals presented at the Special Meeting, there were 9,297,566 shares of the
Companys common stock outstanding and entitled to vote at the Special Meeting. At the Special
Meeting, the holders of 7,119,952 shares of the Companys outstanding common stock were represented in
person or by proxy, constituting a quorum. The final voting results detailed below represent final
results as certified by the inspector of elections:
1. To adopt the Merger Agreement:
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For
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Against
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Abstain
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7,114,346
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3,631
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1,975
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1. To approve the adjournment of the Special Meeting, if necessary, to solicit
additional proxies:
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For
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Against
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Abstain
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6,634,399
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483,578
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1,975
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Item 8.01. Other Events
On June 1, 2011, the Company issued a press release regarding the vote held at the Special
Meeting and the anticipated closing date of the Merger.
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits:
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99.1 Press Release of America Service Group Inc. dated June 1, 2011.
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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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AMERICA SERVICE GROUP INC.
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Date: June 1, 2011
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By:
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/s/ Michael W. Taylor
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Michael W. Taylor
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description of Exhibits
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99.1
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Press Release of America Service Group Inc. dated June 1, 2011.
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