-----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, PBuWVqh4WOmFdKMn0TxvmSsDtvMlJnDnXgGkx3kwM0dX8CYNRjUy1rSKKsOGMHa/ +s9gApwNQOJ/Q+gHBeMEpQ== 0000950116-00-001301.txt : 20000522 0000950116-00-001301.hdr.sgml : 20000522 ACCESSION NUMBER: 0000950116-00-001301 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000519 EFFECTIVENESS DATE: 20000519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37416 FILM NUMBER: 640151 BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 1521 LOCUST ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 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 FORM S-8 As filed with the Securities and Exchange Commission on May 19, 2000. Registration No. 333- ------------- 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)
Delaware 1521 Locust Street, Philadelphia, PA 19102 72-0654145 (State or other jurisdiction (Address of Principal Executive Offices) (Zip Code) (I.R.S. Employer of incorporation or organization) Identification No.)
STOCK OPTION AGREEMENTS (Full title of the plan) Michael S. Yecies, Esquire Vice President and Secretary 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 - ------------------------------------------------------------------------------------------------------------------ Title of each class of Proposed maximum Proposed maximum securities to be Amount to be offering price per aggregate offering Amount of registered registered unit(1) price(1) registration fee - ------------------------------------------------------------------------------------------------------------------ Common stock, par value $.01 per share 120,213 shares $ 7.6875 $ 924,137.43 $ 243.97
- --------- (1) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 on the basis of $7.50 per share, the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on May 17, 2000. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. The documents containing the information specified in this Item 1 of Part I are being separately provided to the optionees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. Item 2. Registrant Information and Employee Plan Annual Information. The documents containing the information specified in this Item 2 of Part I are being separately provided to the optionees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by us with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Our Annual Report on Form 10-K for the fiscal year ended September 30, 1999 containing our audited consolidated financial statements for the fiscal years ended September 30, 1998 and 1999. (b) All other reports filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the filing of the Annual Report on Form 10-K listed in paragraph (a). (c) The description of our Common Stock contained in our Registration Statement on Form 8-A, including any amendment or report we may file for the purpose of updating such description. All documents subsequently filed by us with the Commission pursuant to Sections 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, are incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date we file these documents. Item 4. Description of Securities. Not applicable. 2 Item 5. Interests of Named Experts and Counsel. The validity of our common stock included in this Registration Statement is being passed upon by Ledgewood Law Firm, P.C., our counsel. Item 6. Indemnification of Directors and Officers. Article VI of our Amended and Restated Bylaws requires us to indemnify, to the fullest extent allowed by the General Corporation Law of the State of Delaware, any person who serves or has served at any time as one of our directors or officers, and any director or officer who, at our request, serves or at any time has served as a director, officer, partner, trustee, employee or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any claim, action, suit, or proceeding to which such director or officer is made a party, or which may be asserted against him, because he is or was a director or an officer. This Article also provides that our directors shall not be liable to us or any of our shareholders for monetary damages caused by a breach of fiduciary duty as a director. We maintain directors' and officers' liability insurance against any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty by any director or officer, excluding fraudulent or dishonest conduct, criminal acts or self-dealing. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed herewith: Exhibit No. Document --- -------- 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). 3 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. 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; (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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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. 4 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, 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. 5 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 May 19, 2000. RESOURCE AMERICA, INC. By: /s/ Edward E. Cohen ------------------------ Edward E. Cohen Chairman of the Board (Chief Executive Officer) POWER OF ATTORNEY Each person whose signature appears below in so signing also makes, constitutes and appoints Edward E. Cohen and Michael S. Yecies, and each of them acting alone, 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. 6 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: May 19, 2000 - ------------------------------------------ EDWARD E, COHEN, Chairman of the Board and Chief Executive Officer /s/ Daniel G. Cohen Date: May 19, 2000 - ------------------------------------------ DANIEL G. COHEN, President, Chief Operating Officer and a Director /s/ Scott F. Schaeffer Date: May 19, 2000 - ------------------------------------------ SCOTT F. SCHAEFFER, Vice Chairman /s/ Carlos C. Campbell Date: May 19, 2000 - ------------------------------------------ CARLOS C. CAMPBELL, Director /s/ Andrew M. Lubin Date: May 19, 2000 - ------------------------------------------ ANDREW M. LUBIN, Director /s/ Alan D. Schreiber Date: May 19, 2000 - ------------------------------------------ ALAN D. SCHREIBER, M.D., Director /s/ John S. White Date: May 19, 2000 - ------------------------------------------ JOHN S. WHITE, Director /s/ P. Sherrill Neff Date: May 19, 2000 - ------------------------------------------ P. SHERRILL NEFF, Director /s/ Steven J. Kessler Date: May 19, 2000 - ------------------------------------------ STEVEN J. KESSLER, Senior Vice President And Chief Financial Officer 7 EXHIBIT INDEX Exhibit No. Document Page 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). 8 EX-5 2 EXHIBIT 5 Exhibit 5 May 19, 2000 Resource America, Inc. 1845 Walnut Street Philadelphia, PA 19103 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 120,213 shares (the "Shares") of RAI Common Stock, par value $.01 per share (the "Common Stock"). 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 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, the opinions set forth herein are limited to matters governed by the laws of the United States, the laws of the Commonwealth of Pennsylvania and the Delaware General Corporation Law. We express no opinion with respect to matters governed by the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that: 1. RAI is a corporation that has been duly formed and is validly subsisting under the laws of the State of Delaware. 2. The Shares are validly issued, fully paid and non-assessable. Resource America, Inc. May 19, 2000 Page 2 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, Ledgewood Law Firm, P.C. EX-24.(A) 3 EXHIBIT 24.(A) CONSENT OF GRANT THORNTON LLP We have issued our report dated December 3, 1999 accompanying the consolidated financial statements and schedule of Resource America, Inc. and subsidiaries included in the Annual Report on Form 10-K for the year ended September 30, 1999 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report and to the use of our name as it appears under the caption "Experts". /s/ Grant Thornton LLP - ----------------------- Cleveland, Ohio May 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----