-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnruEeMWPEWOLulsoLEhP7mDec0EuFasrWACWR1oq3Jp+Ii14Y/QWMsTEAV7TPgi wUEyTJRWx40AkgwgDc75gA== 0000950170-00-000046.txt : 20000202 0000950170-00-000046.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950170-00-000046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000118 EFFECTIVENESS DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY HOLDING CO CENTRAL INDEX KEY: 0001069996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650248866 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94879 FILM NUMBER: 509018 BUSINESS ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 S-8 1 As filed with the Securities and Exchange Commission on January 18, 2000 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 21ST CENTURY HOLDING COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 65-0248866 - -------------------------------------- ---------------------------------- (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization) 4161 N.W. 5TH STREET, PLANTATION, FLORIDA 33317 -------------------------------------------------- (Address of Principal Executive Offices)(Zip Code) 1998 STOCK OPTION PLAN ------------------------ (Full title of the plan) Edward J. Lawson 21st Century Holding Company 4161 N.W. 5th Street Plantation, Florida 33317 (Name and address of agent for service) (954) 581-9993 -------------- (Telephone number, including area code, of agent for service) Copies to: Dale S. Bergman, P.A. Broad and Cassel 201 South Biscayne Boulevard Miami Center, Suite 3000 Miami, Florida 33131 (305) 373-9400
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 350,000 $6.0625 $2,121,875 $561 - --------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminate number of securities to be offered as a result of any adjustment from stock splits, stock dividends or similar events. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457, promulgated under the Securities Act of 1933, as amended, and based upon the last sales price of the Issuer's common stock on January 14, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement: 1. The Registrant's Annual Report on Form 10-KSB, as amended, for the year ended December 31, 1998, as filed with the Securities and Exchange Commission (the "Commission"); 2. The Registrant's Quarterly Report on Form 10-QSB for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as filed with the Commission. 3. The description of the Registrant's Common Stock contained in the Registrant's registration statement on Form 8-A filed with the Commission. In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant has authority under Section 607.0850 of the Florida Business Corporation Act to indemnify its directors and officers to the extent provided for in such law. The Registrant's Amended and Restated Articles of Incorporation provide that the Registrant may insure, shall indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent not prohibited by law. The Registrant is also a party to indemnification agreements with each of its directors and officers. 2 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS 4.1 1998 Stock Option Plan(1) 5.1 Opinion of Broad and Cassel 23.1 Consent of Broad and Cassel (contained in its opinion filed as Exhibit 5.1 to this Registration Statement) 23.2 Consent of KPMG LLP 24.1 Power of Attorney (included in the signature page of this Registration Statement) (1) Previously filed as an exhibit to the Registrant's Registration Statement on Form SB-2 (File No. 333-63623) and incorporated herein by reference. ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 3 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plantation, State of Florida on this 14th day of January 2000. 21ST CENTURY HOLDING COMPANY By: /S/ EDWARD J. LAWSON ---------------------------------------- Edward J. Lawson President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Edward J. Lawson and Michele V. Lawson as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the Registrant any and all amendments (including post-effective amendments) to this Registration Statement, and any registration statement relating to the offering hereunder pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
/S/ EDWARD J. LAWSON President, Chief Executive January 14, 2000 - ------------------------------ Edward J. Lawson Office and Director (Principal Executive Officer) /S/ SAMUEL A. MILNE Chief Financial Officer January 14, 2000 - ------------------------------ Samuel A. Milne (Principal Financial and Accounting Officer) /S/ MICHELE V. LAWSON Treasurer and Director January 14, 2000 - ------------------------------ Michele V. Lawson /S/ JOSEPH A. EPSTEIN Secretary and Director January 14, 2000 - ------------------------------ Joseph A. Epstein 5 /S/ RONALD A. RAYMOND Director January 14, 2000 - ------------------------------ Ronald A. Raymond /S/ PATRICK D. DOYLE Director January 14, 2000 - ------------------------------ Patrick D. Doyle /S/ WALLACE J. HILLIARD Director January 14, 2000 - ------------------------------ Wallace J. Hilliard /S/ BRUCE SIMBERG Director January 14, 2000 - ------------------------------ Bruce Simberg /S/ CARLA L. LEONARD Director January 14, 2000 - ------------------------------ Carla L. Leonard
6 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 5.1 Opinion of Broad and Cassel 23.1 Consent of Broad and Cassel (contained in its opinion filed as Exhibit 5.1 to this Registration Statement) 23.2 Consent of KPMG LLP 24.1 Power of Attorney (included in the signature page of this Registration Statement) 7 EX-5.1 2 EXHIBIT 5.1 EXHIBITS 5.1 OPINION AND CONSENT OF BROAD AND CASSEL BROAD AND CASSEL 201 South Biscayne Boulevard Suite 3000 Miami, Florida 33131 January 14, 2000 21st Century Holding Company 4161 NW 5th Street Plant6ation, Fl. 33317 Re: 21ST CENTURY HOLDING COMPANY REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: You have requested our opinion with respect to the shares of the Company's common stock, par value $.01 per share (the "Common Stock"), included in the Registration Statement on Form S-8 (the "Form S-8") filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"). As counsel to the Company, we have examined the original or certified copies of such records of the Company, and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant and necessary for the opinions expressed in this letter. In such examination, we have assumed the genuineness of all signatures on original documents, and the conformity to original documents of all copies submitted to us as conformed or photostatic copies. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others. Based on, and subject to the foregoing, we are of the opinion that the shares of Common Stock being registered in the Form S-8 will, once issued as contemplated under the Form S-8, shall have been duly and validly issued, and shall be fully paid and non-assessable. In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida, and we express no opinion herein concerning the applicability or effect of any laws of any other jurisdiction, except the securities laws of the United States of America referred to herein. This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions, dated April 8, 1991, as amended and supplemented, issued by the Business Law Section of The Florida Bar (the "Report"). The Report is incorporated by reference into this opinion. We hereby consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder. Very truly yours, /s/ Broad and Cassel BROAD AND CASSEL EX-23.2 3 EXHIBIT 23.2 ACCOUNTANTS' CONSENT To the Board of Directors 21st Century Holding Company We consent to the incorporation by reference in this Registration Statement of 21st Century Holding Company (the "Company") on Form S-8 of our report dated March 30, 1999 appearing in the Annual Report on Form 10-K for the year ended December 31, 1998. KPMG LLP January 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----