As filed with the Securities and Exchange Commission on June 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BBX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Florida | 82-4669146 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
201 East Las Olas Boulevard, Suite 1900 Fort Lauderdale, Florida |
33301 | |
(Address of Principal Executive Offices) | (Zip Code) |
BBX Capital, Inc. 2021 Incentive Plan
(Full title of the plan)
Jarett S. Levan
Chief Executive Officer and President
BBX Capital, Inc.
201 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(Name and address of agent for service)
954-940-4900
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
☐ | Large accelerated filer | ☒ | Accelerated filer | |||
☐ | Non-accelerated filer (Do not check if a smaller reporting company) | ☒ | Smaller reporting company | |||
☒ | 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 7(a)(2)(B) of the Securities Act. ☒
Explanatory Note
At the 2024 Annual Meeting of Shareholders of BBX Capital, Inc. (the Company), the Companys shareholders approved an amendment to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the Plan), which increased the number of shares of the Companys Class A Common Stock available for grant under the Plan from 1,700,000 shares to 2,450,000 shares. The Company is filing this Registration Statement to register the additional 750,000 shares of Class A Common Stock available for grant under the Plan as a result of the amendment. The additional shares of the Companys Class A Common Stock registered hereunder are of the same class as the shares of Class A Common Stock registered under the Companys Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on August 17, 2021 (Registration No. 333-258881) and June 22, 2022 (Registration No. 333-265770) (the Plan Registration Statements). Pursuant to General Instruction E to Form S-8, the contents of the Plan Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Commission are incorporated herein by reference:
| The Companys Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 15, 2024. |
| The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 10, 2024. |
| The Companys Current Report on Form 8-K, filed with the Commission on May 21, 2024. |
| The portions of the Companys Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 24, 2024, that are deemed filed with the Commission under the Securities Exchange Act of 1934, as amended (the Exchange Act). |
| The description of the Companys Class A Common Stock contained in Amendment No. 2 to the Companys Registration Statement on Form 10, filed with the Commission on August 27, 2020, and any amendments filed subsequently thereto and other reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be 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 any other subsequently filed document which also is deemed to be 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 a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed herewith:
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 Fort Lauderdale, State of Florida, on June 26, 2024.
BBX CAPITAL, INC. | ||
By: | /s/ Jarett S. Levan | |
Jarett S. Levan, | ||
Chief Executive Officer and President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jarett S. Levan and Brett Sheppard, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to execute any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Alan B. Levan Alan B. Levan |
Chairman of the Board | June 26, 2024 | ||
/s/ John E. Abdo John E. Abdo |
Vice Chairman of the Board | June 26, 2024 | ||
/s/ Jarett S. Levan Jarett S. Levan |
Chief Executive Officer, President and Director | June 26, 2024 | ||
/s/ Seth M. Wise Seth M. Wise |
Executive Vice President and Director | June 26, 2024 | ||
/s/ Brett Sheppard Brett Sheppard |
Chief Financial Officer (Principal Accounting Officer) | June 26, 2024 |
SIGNATURE |
TITLE |
DATE | ||
/s/ Marcia Barry-Smith Marcia Barry-Smith |
Director | June 26, 2024 | ||
/s/ Norman H. Becker Norman H. Becker |
Director | June 26, 2024 | ||
/s/ Andrew R. Cagnetta, Jr. Andrew R. Cagnetta, Jr. |
Director | June 26, 2024 | ||
/s/ Steven M. Coldren Steven M. Coldren |
Director | June 26, 2024 | ||
/s/ Gregory A. Haile Gregory A. Haile |
Director | June 26, 2024 | ||
/s/ Willis N. Holcombe Willis N. Holcombe |
Director | June 26, 2024 | ||
/s/ Tony P. Segreto Tony P. Segreto |
Director | June 26, 2024 | ||
/s/ Neil A. Sterling Neil A. Sterling |
Director | June 26, 2024 |
Exhibit 5.1
Museum Tower
150 West Flagler Street, Suite 2200
Miami, FL 33130
(305) 789-3200
stearnsweaver.com
June 26, 2024
BBX Capital, Inc.
201 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
Re: BBX Capital, Inc. Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to BBX Capital, Inc., a Florida corporation (the Company), with respect to the preparation and filing with the Securities and Exchange Commission on or about the date hereof of a Registration Statement on Form S-8 (the Registration Statement) to register an additional 750,000 shares (the Shares) of the Companys Class A Common Stock, par value $0.01 per share, issuable pursuant to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the Plan).
In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan, the Companys Articles of Incorporation and Bylaws, certain resolutions adopted by the Companys Board of Directors, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares.
In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Companys Board of Directors.
Based upon and subject to the foregoing qualifications, assumptions and limitations, and the further limitations set forth below, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan (including, where applicable, upon the satisfaction of any vesting conditions or lapse of any forfeiture restrictions and the achievement of applicable performance goals), be validly issued, fully paid and non-assessable.
We express no opinion as to any law of any jurisdiction, including federal securities laws or the blue sky laws of any state or jurisdiction, other than the laws of the State of Florida. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is given as of the date hereof, and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof that might alter the opinion contained herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, |
/s/ STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 15, 2024, with respect to the consolidated financial statements included in the Annual Report of BBX Capital, Inc. on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.
/s/ GRANT THORNTON LLP |
Fort Lauderdale, Florida |
June 26, 2024 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
BBX Capital, Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Class A Common Stock, par value $0.01 per share | Rule 457(c) and (h) | 750,000 shares | $8.36 | $6,270,000 | $0.00014760 | $925.45 | |||||||
Total Offering Amounts | $925.45 | |||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $925.45 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the registrants Class A Common Stock which may become issuable under the BBX Capital, Inc. 2021 Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the registrants Class A Common Stock. |
(2) | Estimated solely for purposes of calculating the registration fee based on the average of the high and low prices of the registrants Class A Common Stock on the OTCQX on June 24, 2024. |