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 6, 2021



CoreCivic, Inc.
(Exact name of registrant as specified in its charter)



Maryland
 
001-16109
 
62-1763875
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

5501 VIRGINIA WAY, BRENTWOOD, TENNESSEE
37027
(Address of principal executive offices)
(Zip Code)

(615) 263-3000
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):


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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common Stock
 
CXW
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 


Item 8.01
Other Events

In connection with CoreCivic, Inc.’s (the “Company”), revocation of its real estate investment trust election and conversion to a taxable C Corporation, effective as of January 1, 2021, the description of the Company’s capital stock set forth in Exhibit 99.1 is being filed for the purpose of providing an updated description of the capital stock of the Company. The description of the Company’s capital stock set forth in Exhibit 99.1, which is incorporated herein by reference, modifies and supersedes any prior description of the capital stock of the Company in any registration statement filed with the Securities and Exchange Commission (the “Commission”), and will be available for incorporation by reference into certain of the Company’s filings with the Commission pursuant to the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, including registration statements.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits.

Description of Capital Stock.
   
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).


SIGNATURE

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.

Date: April 6, 2021
CORECIVIC, INC.
     
 
By:
/s/ David Garfinkle
   
David Garfinkle
   
Executive Vice President and Chief Financial Officer