-----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, AfaAsYyLecfkJyglRwnFZ9AKEWMtI2kppzNWZAVP1HZzQGdyvHwWqCgdDaPWjcU7 +x19A6cMm5qG3jS1Zw6WLw== 0000083402-96-000016.txt : 19960503 0000083402-96-000016.hdr.sgml : 19960503 ACCESSION NUMBER: 0000083402-96-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960502 EFFECTIVENESS DATE: 19960521 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03079 FILM NUMBER: 96555431 BUSINESS ADDRESS: STREET 1: 1521 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 2876 SOUTH ARLINGTON ROAD CITY: AKRON STATE: OH ZIP: 44312 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 FORMER COMPANY: FORMER CONFORMED NAME: SMTR CORP DATE OF NAME CHANGE: 19700522 S-8 1 As filed with the Securities and Exchange Commission on May 2, 1996. Registration No. 33- ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ RESOURCE AMERICA, INC. (Exact name of registrant as specified in its charter) 1521 LOCUST STREET, PHILADELPHIA, PA 19102 (Address of Principal Executive Offices) (Zip Code) DELAWARE 72-0654145 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION (Full title of the plan) Michael L. Staines Senior Vice President Resource America, Inc. 1521 Locust Street Philadelphia, PA 19102 (Name and address of agent for service) (215) 546-5005 (Telephone number, including area code, of agent for service) Copy to: J. Baur Whittlesey, Esquire Ledgewood Law Firm, P.C. 1521 Locust Street - Eighth Floor Philadelphia, PA 19102 (215) 731-9450 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered unit(2) price(2) fee - ------------------ --------------- --------- --------- ---------------- Class A Common stock, par value $.01 per share 4,494.40 shares $ 48.75 $219,102 $ 75.60 Interests in the Plan (1) $ $ $ ---------------- -------- -------- --------------- - ------------------------------------------------------------------------------ (1) There are no interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $48.75 per share, the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on April 26, 1996. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Introductory Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents of Resource America, Inc. (the "REGISTRANT") and the Resource America, Inc. 1984 Key Employee Stock Option (the "PLAN") filed or to be filed with the Securities and Exchange Commission (the "COMMISSION") are incorporated by reference in this Registration Statement as of their respective dates: 1. The Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1995 containing the audited consolidated financial statements of the Registrant for the fiscal years ended September 30, 1994 and 1995. 2. The Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 1995. 3. The description of the Common Stock of the Registrant (formerly called Resource Exploration, Inc.) contained the Registrant's Registration Statement on Form 8-A, Commission number 0-4408, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement 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 herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Registrant's Common Stock being registered hereby is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to the Registrant. Edward E. Cohen, of counsel to Ledgewood, is a principal shareholder of the Registrant as well as President and a director. Item 6. Indemnification of Directors and Officers. Pursuant to the bylaws of the Registrant, the Registrant is required to indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer, as the case may be, of the Registrant. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed herewith: Exhibit No. Document - ------- --------------------------- 4 Resource America, Inc. 1984 Key Employee Stock Option Plan. 5 Opinion of Ledgewood Law Firm, P.C. as to the legality of securities being registered (including consent). 24(a) Consent of Grant Thornton LLP. 24(b) Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5). 25 Power of Attorney (included as part of signature pages to this registration statement). The Registrant hereby undertakes and affirms that it has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made all changes required by the IRS in order to qualify the Plan. Item 9. Undertakings. Undertakings required by Item 512(a) of Regulation S-K - ------------------------------------------------------ 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; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) 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 information set forth in the Registration Statement; (iii) 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 (i) and (ii) do 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 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (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. Undertakings required by item 512(b) of Regulation S-K - ------------------------------------------------------ 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 15(d) of the Exchange Act (and 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 the initial BONA FIDE offering thereof. Undertakings required by Item 512(h) of Regulation S-K - ------------------------------------------------------ Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, 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 an action, suit or proceeding) is asserted by such director, offering 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. SIGNATURES The Registrant. 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 Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996. RESOURCE AMERICA, INC. By: /s/ Edward E. Cohen -------------------------------------------- Edward E. Cohen Chairperson of the Board (Chief Executive Officer) The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Committee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996. RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN By: /s/ Edward E. Cohen ---------------------------------------- Edward E. Cohen, Trustee of the Plan POWER OF ATTORNEY Each person whose signature appears below in so signing also makes, constitutes and appoints Edward E. Cohen and Michael L. Staines, and each of them acting above, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or said attorney-in-fact's substitute or substitutes may do or cause to be done by virtue hereof. SIGNATURES 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 E. Cohen Date: April 30, 1996 - ------------------------------------------- EDWARD E, COHEN, Chairman of the Board and President /s/ Michael L. Staines Date: April 30, 1996 - ------------------------------------------- MICHAEL L. STAINES, Senior Vice President, Secretary and a Director /s/ Carlos C. Campbell Date: April 30, 1996 - ------------------------------------------- CARLOS C. CAMPBELL, Director /s/ John R. Hart Date: April 30, 1996 - ------------------------------------------- JOHN R. HART, Director /s/ Andrew M. Lubin Date: April 30, 1996 - ------------------------------------------- ANDREW M. LUBIN, Director /s/ Alan D. Schreiber, M.D. Date: April 30, 1996 - ------------------------------------------- ALAN D. SCHREIBER, M.D., Director /s/ John S. White Date: April 30, 1996 - ------------------------------------------- JOHN S. WHITE, Director /s/ Nancy J. McGurk Date: April 30, 1996 - ------------------------------------------- NANCY J. MCGURK, Vice President - Finance and Treasurer (Chief Accounting Officer) EXHIBIT INDEX Exhibit No. Document Page - ----------- --------------------------------------------- ------ 4 Resource America, Inc. 1984 Key Employee Stock Option 9 5 Opinion of Ledgewood Law Firm, P.C. as to the legality 20 of securities being registered (including consent). 24(a) Consent of Grant Thornton LLP 23 24(b) Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5). 25 Power of Attorney (included as part of signature pages to this registration statement). EX-4 2 RESOURCE EXPLORATION, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN EXHIBIT A 1. Purpose of Plan. The Purpose of this Plan is to advance the interest of Resource Exploration, Inc. (hereinafter called the "Company") and its stockholders by providing a means whereby employees of the Company may be given an opportunity to purchase Common Shares (hereinafter called "shares") of the Company under options and stock appreciation rights granted under the Plan, to the end that the Company may retain present personnel upon whose judgment, initiative and efforts the successful conduct of the business of the Company largely depends, and may attract new personnel. Some of the options granted under the Plan shall be options which are intended to qualify as "incentive stock options" under Section 422A of the Internal Revenue Code of 1954, as amended (the "Code"), or any successor provision, and are hereinafter sometimes called "incentive stock options". 2. Shares Subject to the Plan. The aggregate number of shares of the Company for which options may be granted under this Plan shall be 200,000; provided, however, that whatever number of shares shall remain reserved for issuance pursuant to the Plan at the time of any stock split, stock dividend or other change in the Company's capitalization shall be appropriately and proportionately adjusted to reflect such stock dividend, stock split or other change in capitalization. Such shares shall be made available from authorized but unissued or reacquired shares of the Company. Any shares for which an option is granted hereunder that, are released from such option for any reason other than the exercise of stock appreciation rights granted hereunder shall become available for other options to be granted under this Plan. 3. Administration of the Plan. This Plan shall be administered under the supervision of the Board of Directors. Subject to the express provisions of this Plan, the Board shall have conclusive authority to construe and interpret the Plan, any stock option agreement entered into thereunder, and any stock appreciation right granted thereunder and to establish, amend, and rescind rules and regulations for its administration. 4. Granting of Options. The Board from time to time shall designate from among the full-time key employees of the Company those employees to whom stock options to purchase shares shall be granted under this Plan, the number of shares which shall be subject to each option so granted, and the type of option granted. The Board shall direct an appropriate officer of the Corporation to execute and deliver option agreements to employees reflecting the grant of options. All actions of the Board under this Paragraph shall be conclusive; provided, however, the aggregate fair market value (determined as of the date the option is granted) of shares for which incentive stock options are granted to an employee in any calendar year (under this Plan or any other plan of the Company which provides for the granting of incentive stock options) may not exceed $100,000 plus any unused limit carryover to such year permitted by Section 422A of the Code, or any successor provision. Any incentive stock option that is granted to any employee who is, at the time the option is granted, deemed for purposes of Section 422A of the Code, or any successor provision, to own shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of a parent or subsidiary of the Company, shall have an option price that is at least 110 percent of the fair market value of the stock and shall not be exercisable after the expiration of 5 years from the date it is granted. 5. Granting of Stock Appreciation Rights. The Board shall have the discretion to grant to optionees, concurrently with the grant of an option, stock appreciation rights in connection with stock options on such terms and conditions as it deems appropriate. The Board shall direct an appropriate officer of the Company to execute and deliver stock appreciation right grants to optionees reflecting the grant of stock appreciation rights. A stock appreciation right will allow an optionee to surrender an option or portion thereof and to receive payment from the Company in an amount equal to the excess of the aggregate fair market value of the optioned shares that are surrendered over the aggregate option price of such shares. Payment may be made in shares, cash or a combination of shares and cash, as provided in the grant. Shares as to which any option is so surrendered shall not be available for future options. The Board may select employees to whom stock appreciation rights will be granted and determine the number of stock appreciation rights to be granted to each such employee. 6. Option Period. No incentive stock option granted under this Plan may be exercised later than ten years from the date of grant. 7. Option Price. The option price shall be fixed by the Board and set forth in the Option Agreement, which price (in the case of incentive stock options) shall not be less than the per share fair market value of the outstanding shares of the Company on the date that the option is granted, as determined by the Board. The Board may fix such option price and authorize one or more officers of the Company to compute the price. The Option Agreement may provide, at the discretion of the Board, that payment of the option price may be made in shares, cash, or a combination of shares and cash. The date on which the Board approves the granting of an option shall be deemed the date on which the option is granted. 8. Option Agreement. The Option Agreement in which option rights are granted to an employee shall be in the applicable form (consistent with this Plan) from time to time approved by the Board and shall be signed on behalf of the Company by the Chairman of the Board, the President or any Vice President of the Company other than the employee who is a party thereto, and shall be dated as of the date of the granting of the option, as determined in Paragraph 7 hereof. 9. Exercise of Stock Appreciation Rights. A stock appreciation right shall be exercisable at any time prior to its stated expiration date; but only to the extent the related stock option right may be exercised. No option or stock appreciation right shall be transferable by the optionee except by will or the laws of descent and distribution, and the options and stock appreciation rights may be exercised during the employee's lifetime only by him or his guardian or legal representative. 10. Amendment and Termination of the Plan. The Company, by action of its Board of Directors, reserves the right to amend, modify or terminate at any time this Plan, or, by action of the Board with the consent of the optionee, to amend, modify or terminate any outstanding option agreement or grant of stock appreciation rights, except that the Company may not, without further stockholder approval, increase the total number of shares as to which options may be granted under the Plan (except increases attributable to the adjustments authorized in Paragraph 2 hereof, change the employees or class of employees eligible to receive options or materially increase the benefits accruing to participants under the Plan. Moreover, no action may be taken by the Company (without the consent of the optionee) which will impair the validity of any option or stock appreciation right then outstanding or which will prevent the incentive stock options issued or to be issued under this Plan from being "incentive stock options" under Section 422A of the Code, or any successor provision. 11. Effective Date of Plan. The Plan shall be effective upon adoption of the Plan by the Board of Directors of the Company. The Plan shall be submitted to the stockholders of the Company for approval within one year after its adoption by the Board of Directors and, if the Plan shall not be approved by the stockholders within said period, the Plan shall be void and of no effect. Any options granted under the Plan prior to the date of approval by the stockholders shall be void if such stockholders' approval is not obtained. 12. Expiration of Plan. Options may be granted under this Plan at any time on or prior to December 5, 1994, on which date the Plan shall expire but without affecting any options then outstanding. AMENDMENT TO RESOURCE EXPLORATION, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN --------------------------------------- The RESOURCE EXPLORATION, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN, is amended as follows: 1. The name of the plan is hereby changed to "Resource America, Inc. 1984 Key Employee Stock Option Plan ("Plan")." 2. All references in the Plan to "Section 422A" shall hereinafter be deemed to refer to "Section 422", and all references to the "Internal Revenue Code of 1954" or the "Code" shall be deemed to refer to the Internal Revenue Code of 1986, as amended. 3. Paragraph 4 of the Plan is amended to read in its entirety as follows: 4. GRANTING OF OPTIONS. The Board from time to time shall designate from amoung the full-time key employees of the Company those employees to whom stock options to purchase shares shall be granted under this Plan, the number of shares which shall be subject to each option so granted, and the type of option granted. The Board shall direct an appropriate officer of the Corporation to execute and deliver option agreements to employees reflecting the grant of options. All actions of the Board under this Paragraph shall be conclusive; provided, however, the aggregrate fair market value (determined as of the date the option is granted) of incentive stock options which are exercisable for the first time by an employee in any calendar year (under this Plan or any other plan of the Company which provides for the granting of incentive stock options) may not exceed $100,000. Any incentive stock option that is granted to any employee who is, at the time the option is granted, deemed for purposes of Section 422 of the Code, or any successor provision, to own shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of a parent or subsidiary of the Company, shall have an option price that is at least 110 percent of the fair market value of the stock and shall not be exercisable after the expiration of 5 years from the date it is granted. 4. In all other respects, the Plan shall remain in full force and effect. 5. This Amendment shall be effective upon adoption by the Board of Directors of the Company. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 20th day of April, 1993. RESOURCE AMERICA, INC. By: /s/ Francis J. Bagnell --------------------------------- President Attest: /s/ Michael L. Staines ------------------------------ Secretary EX-5 3 LEDGEWOOD LAW FIRM Exhibit 5 A PROFESSIONAL CORPORATION 1521 LOCUST STREET PHILADELPHIA, PENNSYLVANIA 19102-3723 --------- TELEPHONE: (215) 731-9450 o FAX: (215) 735-2513 April 29, 1996 Resource America, Inc. 1521 Locust Street, Suite 400 Philadelphia, PA 19102 Gentlemen/Ladies: We have acted as counsel to Resource America, Inc. ("RAI") in connection with the preparation and filing by RAI of a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"), with respect to the registration of options (the "Options") to purchase 4,494.40 shares of RAI Class A Common Stock, par value $.01 per share (the "Common Stock"), issued or to be issued in connection with the Resource America 1984 Key Employee Stock Option Plan (the "Plan"), and the Common Stock underlying the Options upon exercise thereof. In connection therewith, you have requested our opinion as to certain matters referred to below. In our capacity as such counsel, we have familiarized ourselves with the actions taken by RAI in connection with the registration of the Options and the Common Stock. We have examined the originals or certified copies of such records, agreements, certificates of public officials and others, and such other documents, including the Registration Statement, as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures on original documents and the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us as conformed or photostatic copies, and the authenticity of the originals of such latter documents. We are attorneys admitted to practice in the Commonwealth of Pennsylvania and, accordingly, we express no opinion with respect to matters governed by the laws of any jurisdiction other than the Commonwealth of Pennsylvania and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that: 1. RAI is a corporation which has been duly formed, is validly existing and is in good standing under the laws of the State of Delaware. RAI has full power and authority to issue the Common Stock. 2. When issued as set forth in the Registration Statement, the Options will be validly issued, fully paid and non-assessable and when issued and paid for in accordance with the terms of the Options, the Common Stock will be validly issued, fully paid and non-assessable. We consent to the references to this opinion and to Ledgewood Law Firm, P.C., in the Prospectus included as part of the Registration Statement, and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ Ledgewood Law Firm, P.C. Ledgewood Law Firm, P.C. EX-24 4 CONSENT OF GRANT THORNTON LLP We have issued our reports dated November 23, 1995 accompanying the consolidated financial statements of Resource America, Inc. and Subsidiaries included in the Annual Report on Form 10KSB for the year ended September 30, 1995 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports and to the use to our name as it appears under the caption "Experts." /s/ Grant Thornton LLP Cleveland, Ohio May 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----