** **

** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

** **

### **FORM 10-K/A**

** **

**Amendment No. 1**

 

**(Mark One)**

 

| **x** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|------------------------------------------------------------------------------------------------------|

 

**For fiscalyear ended December 31, 2009**

 

**OR**

 

| **o** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|----------------------------------------------------------------------------------------------------------|

 

### **Forthe transition period from             to             **

 

**Commission File Number 1-14472**

** **

**CORNELL COMPANIES, INC.**

(Exact Name of Registrant as Specified In ItsCharter)

 

| **Delaware**                                               | ** ** | **76-0433642**       |
|------------------------------------------------------------|------------|----------------------|
| (State  or Other Jurisdiction                              |       | (I.R.S.  Employer    |
| of  Incorporation or Organization)                         |       | Identification  No.) |
|                                                       |       |                 |
| **1700 West  Loop South, Suite 1500, Houston, Texas** | ** ** | **77027**            |
| (Address  of Principal Executive Offices)                  |       | (Zip  Code)          |

 

Registrant’stelephone number, including area code:   **(713) 623-0790**

 

Securitiesregistered pursuant to Section 12(b) of the Act:

 

| **Title of Each Class**  | ** ** | **Name of Each Exchange on Which Registered** |
|-----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common Stock, $.001 par value per share |       | New York Stock Exchange                                                     |
| Preferred Stock Purchase Rights         |       | New York Stock Exchange                                                     |

 

Securities registered pursuant to Section 12(g) ofthe Act:  **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes oNo x

 

Indicate by check mark if the registrantis not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.Yes  o No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes  x  No  o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).  Yes  o  No  o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405) is not containedherein, and will not be contained, to the best of Registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. x.

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmallerreporting company. See the definitions of “large accelerated filer,” “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Check one.

 

| Large accelerated Filer o |   | Accelerated filer x         |
|---------------------------|--------|-----------------------------|
| Non-accelerated filer o   |   | Smaller Reporting Company o |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).Yes  o   No  x

 

The aggregate market value of voting stock held bynon-affiliates of the registrant was $191,785,600 on June 30, 2009. Theregistrant has 14,971,194 shares of common stock outstanding on February 19,2010.

 

**DocumentsIncorporated by Reference**

 

The information required by Part IIIof this Report, to the extent not set forth herein, is incorporated byreference from the registrant’s definitive proxy statement relating to itsAnnual Meeting of Stockholders to be held in 2010, which definitive proxystatement will be filed with the Securities and Exchange Commission within 120days after the end of the fiscal year to which this Report relates.

 

 

 

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** **

**CornellCompanies, Inc.**

** **

**Table ofContents**

 

**2009Form 10-K/A**

** **
| ** **       | ** **                                 | **Page** |
|------------------|--------------------------------------------|----------|
| Explanatory Note | 3                                          |
| **Part IV** |                                       |
| Item 15.         | Exhibits and Financial Statement Schedules | 3        |
|                  |                                            |          |  |

 

2

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**Explanatory Note**

 

This Amendment No. 1 amends Cornell Companies, Inc.’s (the “Company”)Annual Report on Form 10-K for the year ended December 31, 2009,which was filed with the Securities and Exchange Commission on February 26,2010 (the “Original Filing”).  TheCompany is filing this Amendment No. 1 for the sole purpose of amendingthe list of exhibits included in Item 15 to amend the reference to theCompany’s Second Amended and Restated Bylaws which was included in the OriginalFiling to instead refer to the Company’s Third Amended and Restated Bylawswhich were included in the Company Current Report on Form 8-K filed withthe Securities and Exchange Commission on February 24, 2010. Accordingly,this Amendment No. 1 sets forth Part IV, Item 15, Exhibits andFinancial Statement Schedules, as amended and restated, in its entirety.  This Amendment No. 1 does not includethe entire Form 10-K.

 

Except as described above, no other changes have been made to theOriginal Filing.  The Original Filingcontinues to speak as of the date of the Original Filing, and Cornell Companies, Inc.has not updated the disclosures contained therein to reflect any events whichoccurred subsequent to the filing of the Original Filing, or to modify thedisclosure contained in the Original Filing other than to reflect the changesdescribed above.

 

**PART IV**

** **
| **ITEM 15.** | **EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES** |
|--------------|-------------------------------------------------|

 

(a)                                  **Financial Statements, Schedules and Exhibits**

 
| 1.     |   | Financial statements                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Report of Independent  Registered Public Accounting Firm                                                                                                  |
|   |   | Consolidated Balance  Sheets - December 31, 2009 and 2008                                                                                            |
|   |   | Consolidated Statements of  Income and Comprehensive Income for the years ended December 31, 2009,  2008 and 2007                                    |
|   |   | Consolidated Statements of  Changes in Equity for the years ended December 31, 2009, 2008 and 2007                                                   |
|   |   | Consolidated Statements of  Cash Flows for the years ended December 31, 2009, 2008 and 2007                                                          |
|   |   | Notes to consolidated  financial statements                                                                                                               |
|   |   |                                                                                                                                                      |
| 2.     |   | Financial statement schedules                                                                                                                             |
|   |   | All schedules are omitted  because they are not applicable or because the required information is  included in the financial statements or notes thereto. |
|   |   |                                                                                                                                                      |
| 3.     |   | Exhibits                                                                                                                                                  |

 
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                                                                                                                                                        |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1              |       | Restated Certificate of Incorporation of Cornell Companies, Inc. (incorporated  by reference to Exhibit 3.1 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1996 filed on  March 31, 1997).                                 |
|             |       |                                                                                                                                                                                                                                                                                   |
| 3.2              |       | Third Amended and Restated Bylaws of Cornell Companies, Inc. (incorporated  by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K  filed on February 24, 2010).                                                                             |
|             |       |                                                                                                                                                                                                                                                                                   |
| 3.3              |       | Certificate of Amendment of Restated Certificate of Incorporation of  Cornell Companies, Inc. (incorporated by reference  to Exhibit 4.2 to the Company’s Registration Statement on  Form S-8 (Reg. No. 333-42444) filed on July 28, 2000).              |
|             |       |                                                                                                                                                                                                                                                                                   |
| 4.1              |       | Form of Certificate representing Common Stock (incorporated  by reference to Exhibit 4.1 to the Company’s Registration Statement on  Amendment 1 to Form S-1 (Reg. No. 333-08243) filed on  August 26, 1996).                                            |
|             |       |                                                                                                                                                                                                                                                                                   |
| 4.2              |       | Indenture dated as of June 24, 2004 between Cornell  Companies, Inc., the guarantors named therein and JPMorgan Chase Bank,  as trustee (incorporated by reference to Exhibit 4.1 to  the Company’s Current Report on Form 8-K filed on  June 25, 2004). |
|             |       |                                                                                                                                                                                                                                                                                   |
| 4.3              |       | Form of 10 3/4% Senior Note due 2012 (included in  Exhibit 4.2).                                                                                                                                                                                                             |
|             |       |                                                                                                                                                                                                                                                                                   |
| 4.4              |       | Registration  Rights Agreement dated March 31, 1994, as amended, among Cornell  Corrections, Inc. and the stockholders listed on the signature  pages thereto (incorporated by reference to Exhibit 4.2 to the  Company’s                                     |

 

3

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|        |   | Registration  Statement on Form S-1 (Reg. No. 333- 08243), filed on July 17,  1996, as amended).                                                                                                                                                                                                                                                                                                                    |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.5         |   | Registration Rights Agreement, dated October 14, 1999 among  Cornell Companies, Inc. and the investors party thereto (incorporated by  reference to Exhibit 4.7 to the Company’s Registration Statement on  Form S-3 (Reg. No. 333-91211) filed on November 18, 1999).                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1*       |   | Cornell Corrections, Inc. Amended and Restated 1996 Stock Option  Plan (incorporated by reference to Exhibit B to the Company’s Schedule 14A  filed on March 9, 1998).                                                                                                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.2*       |   | Form of Indemnification Agreement between Cornell Companies, Inc.  and each of its directors and executive officers (incorporated by reference  to Exhibit 10.3 to the Company’s Registration Statement on  Amendment 1 to Form S-1 (Reg. No. 333-08243) filed on  August 26, 1996).                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.3*       |   | Cornell Corrections, Inc. Employee Stock Purchase Plan (incorporated  by reference to Exhibit 4.7 to the Company’s Registration Statement on  Form S-8 (Reg. No. 333-80187) filed on June 8, 1999).                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.4*† |   | Cornell Corrections, Inc. Deferred Compensation Plan, amended and  restated effective January 1, 2005.                                                                                                                                                                                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.5*       |   | Cornell Companies, Inc. Amended and Restated 2000 Director Stock  Plan (incorporated by reference to Appendix B to the Company’s Proxy  Statement on Schedule 14A filed April 28, 2009).                                                                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.6*       |   | Cornell Companies, Inc. Deferred Bonus Plan (incorporated  by reference to Exhibit 10.44a to the Company’s Annual Report  on Form 10-K for the year ended December 31, 2002 filed on  March 31, 2003).                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.7        |   | Premises Transfer Agreement, dated August 14, 2001, among Cornell  Companies, Inc., Cornell Corrections of Georgia, L.P., Cornell  Corrections of Oklahoma, Inc., Cornell Corrections of Texas, Inc.,  WBP Leasing, Inc., and Municipal Corrections Finance, L.P. (incorporated  by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K  filed on August 28, 2001). |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.8        |   | Master Lease Agreement (with addenda), dated August 14, 2001,  between Municipal Corrections Finance, L.P. and Cornell Companies, Inc. (incorporated  by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K  filed on August 28, 2001).                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.9        |   | Master Lease Agreement dated December 3, 1998 between Atlantic  Financial Group, Ltd. and WBP Leasing, Inc. and certain other  subsidiaries of Cornell Corrections, Inc. (incorporated by reference  to Exhibit 10.3 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2001 filed on  October 30, 2001).                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.10       |   | Amended and  Restated Credit Agreement dated October 10, 2007 among Cornell  Companies, Inc., its subsidiaries, JPMorgan Chase Bank N.A., as  Administrative Agent, Bank of America, N.A., as Syndication Agent and the  Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed on October 12, 2007).                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.11*      |   | Amended and Restated Employment Agreement, dated August 2, 2007,  between Cornell Companies, Inc. and James E. Hyman (incorporated  by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed on August 6, 2007).                                                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.12*      |   | Restricted Stock Agreement, dated March 14, 2005, between Cornell  Companies, Inc. and James E. Hyman (incorporated by reference  to Exhibit 10.2  to the Company’s Current Report on Form 8-K filed on March 15,  2005).                                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.13*      |   | Employment/Separation Agreement, dated March 9, 2005, between  Cornell Companies, Inc. and John R. Nieser (incorporated by reference  to Exhibit 10.3  to the Company’s Current Report on Form 8-K filed on March 15,  2005).                                                                                                                                                                        |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.14*      |   | Amendment to Employment/Separation Agreement dated March 14, 2007  by and between Cornell Companies, Inc. and John R. Nieser (incorporated  by reference to Exhibit 10.2 to the Company’s Current  Report on Form 8-K filed on March 15, 2007).                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.15*      |   | Form of Severance Agreement (incorporated by reference  to Exhibit 10.40 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1999 filed on  March 30, 2000).                                                                                                                                                                                                                |

 

4

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|         |   | Amendment to Severance Agreement dated March 14, 2007 by and  between Cornell Companies, Inc. and Patrick N. Perrin (incorporated  by reference to Exhibit 10.4 to the Company’s Current  Report on Form 8-K filed on March 15, 2007).               |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                               |
| 10.16*† |   | Employment Agreement dated January 5, 2009 between Cornell  Companies, Inc. and Cathryn L. Porter.                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.17*       |   | Cornell Companies, Inc. Amended and Restated 2006 Incentive Plan (incorporated  by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A  filed April 28, 2009).                                                                                 |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.18*       |   | Form of Cornell Companies, Inc. Restricted Stock Award —  Performance Based (incorporated by reference to Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed on March 12, 2008).                                                   |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.19*       |   | Form of Cornell Companies, Inc. Restricted Stock Award —  Time Based (incorporated by reference to Exhibit 10.2 to the Company’s  Current Report on Form 8-K filed on March 12, 2008).                                                          |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.20*       |   | Form of Cornell Companies, Inc. Restricted Stock Award  Agreement (Profitability & Time-Based) (incorporated by reference to  Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on  April 7, 2009).                            |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.21*       |   | Form of Cornell Companies, Inc. Restricted Stock Award  Agreement (Performance Based) (incorporated by reference to Exhibit 10.1  to the Company’s Current Report on Form 8-K filed on April 7,  2009).                                              |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.22*       |   | Cornell Companies, Inc. First Amendment to the Amended and  Restated 1996 Stock Option Plan (incorporated by reference to  Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2009 filed on August 7, 2009) |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.23†  |   | Facilities Lease Agreement between Inland PPD Hudson Associates,  L.L.C. and Cornell Corrections of California, Inc. dated as of  September 24, 2008.                                                                                                                    |
|         |   |                                                                                                                                                                                                                                                                               |
| 10.24*† |   | Form of Director Stock Option Award Agreement.                                                                                                                                                                                                                                |
|         |   |                                                                                                                                                                                                                                                                               |
| 14.1         |   | Code of Ethics  for Senior Financial Officers (incorporated by reference to  Exhibit 14.1 to the Company’s Current Report on Form 8-K/A filed on  March 13, 2009).                                                                                             |
|         |   |                                                                                                                                                                                                                                                                               |
| 21.1†   |   | List of Subsidiaries.                                                                                                                                                                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                               |
| 23.1†   |   | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                               |
| 24.1†   |   | Power of Attorney (see signature page of the Annual Report on  Form 10-K).                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                               |
| 31.1         |   | Section 302 Certification of Chief Executive Officer (filed  herewith).                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                               |
| 31.2         |   | Section 302 Certification of Chief Financial Officer (filed  herewith).                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                               |
| 32.1         |   | Section 906 Certification of Chief Executive Officer (filed  herewith).                                                                                                                                                                                                       |
|         |   |                                                                                                                                                                                                                                                                               |
| 32.2         |   | Section 906 Certification of Chief Financial Officer (filed  herewith).                                                                                                                                                                                                       |

 

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*      Managementcompensatory plan or contract.

†      Previouslyfiled with the Company’s Annual Report on Form 10-K for the year ended December31, 2009, which was filed with the Securities and Exchange Commission onFebruary 26, 2010.

 

5

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, this Amendment No. 1 to the Annual Report on Form 10-K/A hasbeen signed below by the following persons on behalf of the registrant and inthe capacities indicated on March 5, 2010.

 
|   |   | CORNELL COMPANIES, INC. |
|--------|--------|-------------------------|
|   |   |                    |
|   |   | By:                     | /s/ James E. Hyman |
|   |   |                    | James E. Hyman |
|   |   |                    | Chief Executive Officer, President and |
|   |   |                    | Chairman of the Board |
|   |   |                    | (Principal Executive Officer) |
|   |   |                    |   |
|   |   |                    |   |
|   |   | By:                     | /s/ John R. Nieser |
|   |   |                    | John R. Nieser |
|   |   |                    | Chief Financial Officer, Senior Vice |
|   |   |                    | President and Treasurer |
|   |   |                    | (Principal Financial Officer and Principal) |
|   |   |                    | Accounting Officer) |

 

6

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