UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 22, 2009
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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1-14260
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65-0043078 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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621 NW 53rd Street, Suite 700, Boca Raton, Florida
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33487 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(561) 893-0101
(Registrants Telephone Number, Including Area Code)
N/A
(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 (see General
Instruction A.2. below):
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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)) |
Section 8 Other events
Item 8.01 Results of Operations and Financial Condition.
The GEO Group, Inc. (the Company) is filing this Current Report on Form 8-K (this Report) in
connection with the anticipated registration with the Securities and Exchange Commission (the
SEC) of the 73/4% Senior Notes due 2017 (the Exchange Notes) to be issued by the Company in
exchange for the Companys outstanding 73/4% Senior Notes due 2017 (the Original Notes and together
with the Exchange Notes, the Notes) to add (a) Note 19 to the Companys audited consolidated
financial statements included within Part II, Item 8 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 28, 2008 (the 2008 Form 10-K), filed with the SEC on February
18, 2009 and (b) Note 18 to the Companys unaudited consolidated financial statements included
within Part I, Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 2009 (the Third Quarter 2009 Form 10-Q) filed with the SEC on November 3, 2009.
These additional notes to the financial statements provide condensed consolidating financial
information in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC as the Notes
are fully and unconditionally guaranteed, jointly and severally, by the Company and certain of its
wholly-owned domestic subsidiaries. To reflect the addition of Note 19, Part II, Item 8 of the 2008
Form 10-K is being amended in its entirety and is attached as Exhibit 99.1 hereto and is
incorporated by reference herein. To reflect the addition of Note 18, Part I, Item 1 of the Third
Quarter 2009 Form 10-Q is being amended in its entirety and is attached as Exhibit 99.2 hereto and
is incorporated by reference herein.
Because this Report is being filed only for the purposes described above, and only affects the
items specified above, the other information contained in the 2008 Form 10-K and Third Quarter 2009
Form 10-Q remain unchanged. No attempt has been made in this Report nor in the Exhibits hereto to
modify or update disclosures in either the 2008 Form 10-K or Third Quarter 2009 Form 10-Q except as
described above. Accordingly, this Report and the Exhibits hereto should be read in conjunction
with the 2008 Form 10-K and the Companys filings made with the SEC subsequent to the filing of the
2008 Form 10-K, including the Third Quarter 2009 Form 10-Q.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The following Exhibits filed with this Report and incorporated herein by reference update and
supersede those portions of the 2008 Form 10-K and Third Quarter 2009 Form 10-Q that are affected
by the inclusion of the condensed consolidating financial information for the Company and certain
of its wholly-owned subsidiaries that have guaranteed the Companys 73/4% Senior Notes due 2017. All
other information in the 2008 Form 10-K and Third Quarter 2009 Form 10-Q has not been updated for
events or developments that have occurred subsequent to the filing of the 2008 Form 10-K or the
Third Quarter 2009 Form 10-Q, as applicable, with the SEC. For developments since the filing of the
2008 Form 10-K, refer to our Quarterly Reports on Form 10-Q for the quarterly periods ended March
29, 2009, June 28, 2009 and September 27, 2009, and our Current Reports on Form 8-K filed
subsequent to February 18, 2009. The information in this Report, including the Exhibits, should be
read in conjunction with the 2008 Form 10-K and the Companys subsequent filings with the SEC,
including the Third Quarter 2009 Form 10-Q.
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23.1 |
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Consent of Grant Thornton LLP |
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99.1 |
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Annual Report on Form 10-K for the fiscal year ended December 28,
2008, Part II, Item 8. Financial Statements and Supplementary Data |
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99.2 |
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Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 2009, Part I, Item 1. Condensed Consolidated Financial
Statements (unaudited) |
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