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):
May
26, 2011
America
Service Group Inc.
(Exact
name of registrant as specified in its charter)
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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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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⊠
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
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 26, 2011, America Service Group Inc. (the “Company”) announced the
dismissal of the purported class action lawsuit filed on behalf of the
Company’s stockholders in the Chancery Court for Davidson County,
Tennessee, styled
Colleen Witmer, individually and on behalf of all
others similarly situated, v. America Service Group Inc., Valitás Health
Services, Inc., Whiskey Acquisition Corp., Burton C. Einspruch, William
M. Fenimore, Jr., John W. Gildea, Richard Hallworth, John C. McCauley,
Michael W. Taylor and Richard D. Wright.
The complaint sought an
order enjoining or rescinding the previously announced merger (the
“Merger”) pursuant to the Agreement and Plan of Merger, dated March 2,
2011 (“Merger Agreement”), under which Valitás Health Services, Inc.
(“Valitás”), the parent company of Correctional Medical Services, Inc.
(“CMS”), would acquire the Company, together with other relief. The
Company noted that no consideration was paid or promised to the
plaintiffs in exchange for the dismissal.
A copy of the press release is attached hereto as Exhibit 99.1
and is hereby incorporated by reference.
Separately the Company is also reporting that certain
individual employees, including Rich Hallworth, John McCauley, Jon
Walker and Scott King, may be given the opportunity to invest in
preferred units and class A common units (the “Rollover Equity”) of
Valitás Equity LLC (“Valitás LLC”), the ultimate parent of Valitás
Health Services, Inc. by (i) exchanging shares of the Company’s common
stock for Rollover Equity, and (ii) purchasing Rollover Equity. The
Company understands that any exchanges would occur prior to the
consummation of the Merger (but only if the Merger consummation was all
but assured), whereas any purchases would occur promptly following
completion of the Merger. The Company also understands that the value
ascribed to shares of the Company’s common stock for purposes of any
exchange would be the per share merger consideration for the Merger, but
that the remaining terms of any such investment might otherwise vary
among the participants. The Company has been told that the Rollover
Equity would represent no more than 1.85% in the aggregate of the
outstanding equity of Valitás LLC as of the closing of the Merger. This
ability to invest in Valitás LLC is not being made to all of the
Company’s stockholders, but is being offered only to the aforementioned
individuals identified by Valitás LLC in its sole discretion.
Pursuant to the terms of the Merger Agreement, the closing of
the Merger remains subject to satisfaction or waiver of certain other
conditions, including the adoption of the Merger Agreement by the
stockholders of the Company. A special stockholders’ meeting to vote
upon the adoption of the Merger Agreement is scheduled for June 1,
2011.
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 filed with the SEC on April 28, 2011
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 with the SEC 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 Press Release dated May 26, 2011
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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AMERICA
SERVICE GROUP INC.
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Date:
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May 26, 2011
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By:
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/s/
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Michael
W. Taylor
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Michael
W. Taylor
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Executive
Vice President and Chief
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Financial
Officer
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EXHIBIT INDEX
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 dated May 26, 2011.
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