America Service Group Strengthens Board of Directors; Company Expects to Regain Compliance With NASDAQ Listing Standards.BRENTWOOD, Tenn. -- America Service Group Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ASGR ASGR America Service Group Inc. ASGR Armed Services Graves Registration Office ) announced today that William M. Fenimore, Jr., John W. Gildea, William E. Hale and John C. McCauley have been appointed to serve as new members of the Company's Board of Directors (the "Board"). At this time, the Board appointed Mr. Fenimore and Mr. Hale to serve on the Audit Committee of the Board, Mr. Fenimore and Mr. Gildea to serve on the Incentive Stock and Compensation Committee of the Board and Mr. McCauley to serve on the Ethics and Quality Assurance Committee of the Board. Each new director will also serve on the Corporate Governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. and Nominating Committee A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization. It works similarly to an electoral college, the main difference being that the available candidates, either of the Board. The Board has determined that each new director is independent within the meaning of the rules of The NASDAQ Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. , Inc. ("NASDAQ") as currently in effect. The Board has also determined that Mr. Fenimore and Mr. Hale meet the financial knowledge requirements for audit committee members under the NASDAQ listing standards. The Company believes that the addition of these four new independent directors to the Board and the appointments of Mr. Fenimore and Mr. Hale to serve on the Audit Committee allow it to regain compliance with the independent director and audit committee requirements set forth in NASDAQ Marketplace Rule 4350 ("Rule 4350"). As previously disclosed, the Company received notification of its noncompliance noncompliance failure of the owner to follow instructions, particularly in administering medication as prescribed; a cause of a less than expected response to treatment. noncompliance with Rule 4350 from NASDAQ Listing Qualifications after two of its independent directors resigned on May 6 and May 8, 2006, respectively. The Company expects to receive notification from NASDAQ in the near future stating that it has regained compliance with Rule 4350. "These are outstanding individuals whose talents will strengthen our Board of Directors," said Michael Catalano, Chairman, President and Chief Executive Officer. "Each of these new board members has special expertise in areas that will be of great benefit to our company. We welcome their active participation as we work to move America Service Group forward." William M. Fenimore, Jr. has served as the Managing Partner of BridgeLink LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a Swiss-based capital advising firm, since October 2003. Prior to this time, Mr. Fenimore served as President of Fenimore and Associates and Chief Executive Officer of Integrion Financial Network. Mr. Fenimore also serves on the Board of Directors of Wausau Financial Systems and the Board of Advisors of UTIX Corporation. John W. Gildea is a Managing Director and founding principal of Gildea Management Co., a management company of special situations with middle market companies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Central Europe Central Europe is the region lying between the variously and vaguely defined areas of Eastern and Western Europe. In addition, Northern, Southern and Southeastern Europe may variously delimit or overlap into Central Europe. . Mr. Gildea is currently a member of the Board of Directors of several companies, including Sterling Chemicals, Inc. and Misonix, Inc. Mr. Gildea also served as a member of the Company's Board of Directors from 1986 to 1999. William E. Hale served as the President and Chief Executive Officer of Beech Street Corporation, one of the nation's largest Preferred Provider Organizations pre·ferred provider organization n. Abbr. PPO A medical insurance plan in which members receive more coverage if they choose health care providers approved by or affiliated with the plan. , from June 1998 to June 2006. Mr. Hale currently serves on the Board of Directors of America's Health Insurance Plans and the Executive Committee of the Board of Directors for the American Association of Preferred Provider Organizations. John C. McCauley has served as the Assistant Vice Chancellor - Risk and Insurance Management for Vanderbilt University since August 2004. From March 1996 to August 2004, Mr. McCauley was the Executive Director of Risk and Insurance Management for Vanderbilt University. Mr. McCauley is an attorney, a certified mediator and currently serves as a member of the Board of Directors of American Retirement Corporation where he is the Quality Assurance Committee chair and a member of the Compensation Committee. America Service Group Inc., based in Brentwood, Tennessee, is a leading provider of correctional healthcare services in the United States. America Service Group Inc., through its subsidiaries, provides a wide range of healthcare and pharmacy programs to government agencies for the medical care of inmates. Cautionary Statement This press release contains "forward-looking" statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Statements in this release that are not historical facts, including statements about the Company's or management's beliefs and expectations, constitute forward-looking statements and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. . Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: --the risk that government entities (including the Company's government customers) may bring enforcement actions against, seek additional refunds from, or impose penalties on, the Company or its subsidiaries as a result of the matters recently investigated by the Audit Committee or the previous restatement of the Company's financial results; --the risks arising from shareholder litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. as a result of the matters recently investigated by the Audit Committee or the previous restatement of the Company's financial results; --risks associated with the possibility that we may be unable to satisfy covenants under our credit facility; --risks arising from potential weaknesses or deficiencies in our internal control over financial reporting; --risks arising from the possibility that we may be unable to collect accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying ; --the Company's ability to retain existing client contracts and obtain new contracts; --whether or not government agencies continue to privatize correctional healthcare services; --the possible effect of adverse publicity on the Company's business; --increased competition for new contracts and renewals of existing contracts; --the Company's ability to execute its expansion strategies; --the Company's ability to limit its exposure for catastrophic illnesses and injuries in excess of amounts covered under contracts or insurance coverage; --the outcome of pending litigation; --the Company's dependence on key personnel; and --the Company's determination whether to repurchase shares under its stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program. A discussion of important factors and assumptions regarding certain statements and risks involved in an investment in the Company is contained in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this release. The Company assumes no obligations to update or revise them or provide reasons why actual results may differ. |
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