The GEO Group, Inc.
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number      1-14260     
(Check one)
o      Form 10-K and Form 10-KSB     o Form 11-K
o      Form 20-F      x Form 10-Q and Form 10-QSB      o Form N-SAR
             For period ended      July 3, 2005     
o      Transition Report on Form 10-K and Form 10-KSB
o      Transition Report on Form 20-F
o      Transition Report on Form 11-K
o      Transition Report on Form 10-Q and Form 10-QSB
o      Transition Report on Form N-SAR
             For the transition period ended                                                   
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
     Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
     If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
 
 
PART I
REGISTRANT INFORMATION
Full name of registrant   The GEO Group, Inc.
 
Former name if applicable  
 
Address of principal executive office (Street and Number)   One Park Place, 621 N.W. 53rd Street, Suite 700
 
City, State and Zip Code   Boca Raton, Florida 33487
 

 


 

PART II
RULE 12B-25(b) AND (c)
     If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)
x(a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
x(b)   The subject annual report, semi-annual report, transition report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 
o(c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
     State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The filing by The GEO Group, Inc. (“GEO”) of its Form 10-Q for the quarter ended July 3, 2005 (the “Second Quarter 2005 10-Q”) has been delayed because GEO and its independent auditor are in the process of completing a review of certain accounting issues relating to prior historical periods. This review is being done in connection with GEO’s remediation efforts under Section 404 of the Sarbanes-Oxley Act and is focusing primarily on a recalculation of GEO’s one-time gain in 2003 on the sale of its 50% interest in Premier Custodial Group, GEO’s former joint venture in the United Kingdom. The results of the review may impact previously reported historical financial information. GEO plans to complete the review shortly and expects to file the Second Quarter 2005 10-Q on or before August 17, 2005.
This Form 12b-25 contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking” statements are any statements that are not based on historical information. Statements other than statements of historical facts included in this Form 12b-25 are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and GEO can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to those factors contained in GEO’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.
PART IV
OTHER INFORMATION
     (1) Name and telephone number of person to contact in regard to this notification.
         
John G. O’Rourke, Senior Vice President and CFO   (561)   893-0101
         
(Name)   (Area Code)   (Telephone Number)
     (2) Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter period) that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes o No
     (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o Yes x No
     If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 


 

The GEO Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
         
     
Date: August 12, 2005  By:   /s/ John G. O’Rourke    
    John G. O’Rourke   
    Senior Vice President and Chief Financial Officer   
 
     Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
     Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
     1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
     2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of the public record in the Commission files.
     3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
     4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
     5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 or Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.