S-8 1 twentyfirst-s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 16, 2003 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, FL 33317 (Address of Principal Executive Offices)(Zip Code) 1998 Stock Option Plan, as amended Warrant to Purchase 12,500 Shares of Common Stock Warrant to Purchase 50,000 Shares of Common Stock 2001 Franchise Program Stock Option Plan 2002 Stock Option Plan ---------------------------------------------------------- (Full title of the plan) Edward J. Lawson 21st Century Holding Company 4161 N.W. 5th Street Plantation, FL 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
------------------------------- ------------------ ------------------------- ------------------------- ------------------ TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE(2) PRICE(2) ------------------------------- ------------------ ------------------------- ------------------------- ------------------ Common Stock, $0.01 par value 2,201,500 $12.26 $26,990,390 $2,483.12 per share ------------------------------- ------------------ ------------------------- ------------------------- ------------------
(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 average of the high and low sales price of the Registrant's common stock on January 15, 2003. Pursuant to Rule 429, this Registration Statement serves as a Post-Effective Amendment to the Registrant's Registration Statement on Form S-8 (File No. 33-94879) relating to the Registrant's 1998 Stock Option Plan. 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-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission (the "SEC"). 2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 as filed with the SEC. 3. The description of the Registrant's common stock contained in the Registrant's registration statement on Form 8-A filed with the SEC on October 28, 1998, as such description is updated in any amendment to the Form 8-A. 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, 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 SEC. 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, as amended(1) 4.2 2001 Franchise Program Stock Option Plan(2) 4.3 2002 Stock Option Plan(3) 4.4 Warrant to Purchase 12,500 Shares of Common Stock(4) 4.5 Warrant to Purchase 50,000 Shares of Common Stock(4) 5.1 Opinion of Broad and Cassel(4) 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(4) 23.3 Consent of McKean, Paul, Chrycy, Fletcher & Co. (4) 24.1 Power of Attorney (included in the signature page of this Registration Statement) 99.2 Includes annual information required by Statement of Financial Accounting Standards No. 142 ("SFAS NO. 142"), Goodwill and Other Intangible Assets. (4) (1) Previously filed as an exhibit to the Company's 2000 Annual Meeting Proxy Statement and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's 2001 Annual Meeting Proxy Statement and incorporated herein by reference. (3) Previously filed as an exhibit to the Company's 2002 Annual Meeting Proxy Statement and incorporated herein by reference. (4) Filed herewith. 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 of 1933, as amended; (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; 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. 3 (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 SEC such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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, 2003. 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, or any one of them, 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 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.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Edward J. Lawson Chairman of the Board, President and Chief January 14, 2003 ------------------------------- Executive Officer (Principal Executive Officer) Edward J. Lawson /s/ J. G. Jennings, III Chief Financial Officer (Principal Financial and January 14, 2003 ------------------------------- Accounting Officer) J. G. Jennings, III /s/ Michele V. Lawson Vice President-Agency Operations, Treasurer and January 14, 2003 ------------------------------- Director Michele V. Lawson /s/ James A. Epstein Secretary and General Counsel January 14, 2003 ------------------------------- James A. Epstein /s/ Richard A. Widdicombe President, Federated National, American Vehicle, January, 14, 2003 ------------------------------- and Assurance MGA and Director Richard A. Widdicombe /s/ Carl Dorf Director January 14, 2003 ------------------------------- Carl Dorf /s/ Charles B. Hart, Jr. Director January 14, 2003 ------------------------------- Charles B. Hart, Jr. /s/ Bruce Simberg Director January 14, 2003 ------------------------------- Bruce Simberg
5 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 4.4 Warrant to Purchase 12,500 Shares of Common Stock 4.5 Warrant to Purchase 50,000 Shares of Common Stock 5.1 Opinion of Broad and Cassel 23.2 Consent of KPMG LLP 23.3 Consent of McKean, Paul, Chrycy, Fletcher & Co. 99.2 Includes annual information required by Statement of Financial Accounting Standards No. 142 ("SFAS NO. 142"), Goodwill and Other Intangible Assets