Current Report Filing (8-k)
April 26 2017 - 6:05AM
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):
April 24, 2017
THE GEO GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Florida
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1-14260
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65-0043078
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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621 NW 53
rd
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)
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Registrants telephone number, including area code (561)
893-0101
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 Instructions A.2. below):
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☐
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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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Section 5
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Corporate Governance and Management
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
April 24, 2017, The GEO Group, Inc. (GEO or the Company) filed Articles of Amendment to its Amended and Restated Articles of Incorporation (the Articles of Amendment) with the Secretary of State of the State
of Florida effective April 24, 2017. The only change reflected in the Articles of Amendment is an increase in the authorized number of shares of common stock of the Company from 125,000,000 shares to 187,500,000 shares in connection with the
3-for-2
stock split. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
On April 24, 2017, GEO completed its
3-for-2
stock split to shareholders of record as of the close of business on April 10, 2017. On April 25, 2017, GEO issued a press release announcing the
completion of the
3-for-2
stock split and its stock began trading at the split-adjusted price at the market open on April 25, 2017. After giving effect to the
issuance of shares pursuant to the
3-for-2
stock split, the Company has 124,432,108 shares of common stock outstanding as of April 24, 2017. A copy of the press
release announcing the stock split is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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Section 9
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Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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3.1
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Articles of Amendment to the Amended and Restated Articles of Incorporation of The GEO Group, Inc.
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99.1
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Press release, dated April 25, 2017, announcing the completion of the
3-for-2
stock split.
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3
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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THE GEO GROUP, INC.
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April 25, 2017
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By:
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/s/ Brian R. Evans
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Date
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Brian R. Evans
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Articles of Amendment to the Amended and Restated Articles of Incorporation of The GEO Group, Inc.
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99.1
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Press release, dated April 25, 2017, announcing the completion of the
3-for-2
stock split.
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5
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