-----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, ExaI8yEtemr9lrozRqaTI3/WeCiUdLsN5Alu0hQo5oZqRdOM5pmH/iQVeG01IW9Y vK2J/xQCnTIR/gBORny3pg== 0000950116-98-000923.txt : 19980427 0000950116-98-000923.hdr.sgml : 19980427 ACCESSION NUMBER: 0000950116-98-000923 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-47393 FILED AS OF DATE: 19980424 EFFECTIVENESS DATE: 19980424 SROS: NONE 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-3MEF SEC ACT: SEC FILE NUMBER: 333-50893 FILM NUMBER: 98600055 BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FL 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-3MEF 1 FORM S-3 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESOURCE AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 72-0654145 (I.R.S. Employer Identification No.) 1521 Locust Street, Philadelphia, Pennsylvania 19102 (215-546-5005) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Steven J. Kessler, 1521 Locust Street, Philadelphia, Pennsylvania 19102 (215-546-5005) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: J. Baur Whittlesey, Esq. Dave Muchnikoff, P.C. Ledgewood Law Firm, P.C. Silver, Freedman & Taff, L.L.P. 1521 Locust Street 1100 New York Avenue, N.W. Philadelphia, PA 19102 Washington, D.C. 20005-3934 (215) 735-0663 (202) 682-0354 --------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box / /. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box / /. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering /X/. 333-47393 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering / /. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box / /.
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------ Title of each class Proposed maximum of securities to be aggregate offering Amount of registered price(1) registration fee - ------------------------------------------------------------------------ Common Stock $16,258,077 $4,796.13 - -------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee. Incorporation By Reference of Registration Statement on Form S-3, File No. 333-47393. Resource America, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-47393) declared effective on April 23, 1998 by the Securities and Exchange Commission. ================================================================================ 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-3 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 23, 1998. RESOURCE AMERICA, INC. By: /s/ Edward E. Cohen ------------------------------------ Edward E. Cohen, Chairman of the Board of Directors, Chief Executive Officer and President 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 dates indicated.
/s/ Edward E. Cohen - ------------------------------------- EDWARD E. COHEN, Chairman of Date: April 23, 1998 the Board of Directors, Chief Executive Officer, President and Director (Chief Executive Officer) /s/ Carlos C. Campbell - ------------------------------------- CARLOS C. CAMPBELL, Director Date: April 23, 1998 /s/ Daniel G. Cohen - ------------------------------------- DANIEL G. COHEN, Executive Vice Date: April 23, 1998 President and Director /s/ Andrew M. Lubin - ------------------------------------- ANDREW M. LUBIN, Director Date: April 23, 1998 /s/ Scott F. Schaeffer - ------------------------------------- SCOTT F. SCHAEFFER, Executive Vice Date: April 23, 1998 President and Director /s/ Alan D. Schreiber - ------------------------------------- ALAN D. SCHREIBER, M.D., Date: April 23, 1998 Director /s/ Michael L. Staines - ------------------------------------- MICHAEL L. STAINES, Senior Date: April 23, 1998 Vice President, Secretary and Director /s/ John S. White - ------------------------------------- JOHN S. WHITE, Director Date: April 23, 1998 /s/ Steven J. Kessler - ------------------------------------- STEVEN J. KESSLER, Senior Vice President Date: April 23, 1998 - -- Finance and Chief Financial Officer /s/ Nancy J. McGurk - ------------------------------------- NANCY J. MCGURK, Vice Date: April 23, 1998 President -- Finance (Chief Accounting Officer)
EX-5 2 OPINION RE: LEGALITY Exhibit 5 April 23, 1998 Resource America, Inc. 1521 Locust Street 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 "Abbreviated Registration Statement") on Form S-3 under the Securities Act of 1933, as amended (the "Act"), with respect to the offer and sale of up to 253,044 shares of the common stock of RAI, par value $.01 per share (the "Common Stock"). The Abbreviated Registration Statement relates to RAI's Registration Statement on Form S-3 (File No. 333-47393) and covers additional shares of Common Stock to be sold by RAI. 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 Abbreviated Registration Statement and the exhibits thereto, 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. Based upon and subject to the foregoing, we are of the opinion that, when issued and paid for, the Common Stock will have been validly issued and will be fully paid and non-assessable. Resource America, Inc. April 23, 1998 Page 2 We consent to the references to this opinion and to Ledgewood Law Firm, P.C. in the Abbreviated Registration Statement, and to the inclusion of this opinion as an exhibit to the Abbreviated Registration Statement. Very truly yours, /s/ LEDGEWOOD LAW FIRM, P.C. /apb EX-23.2 3 EXHIBIT 23.2 Consent of Grant Thornton LLP We have issued our reports dated November 6, 1997 accompanying the consolidated financial statements and schedules of Resource America, Inc. and subsidiaries included in the Annual Report on Form 10-K for the year ended September 30, 1997, which financial statements are incorporated by reference in this Registration Statement; we have also issued our reports dated November 6, 1997, except for the earnings per share disclosures in footnote 2 for which the date is February 19, 1998, accompanying the consolidated financial statements for the years ended September 30, 1997 and 1996 and for each of the three years in the period ended September 30, 1997, which financial statements are included in this Registration Statement. We consent to the incorporation by reference and to the use of the aforementioned reports in the Registration Statement and to the use of our name as it appears under the caption "Experts." /s/ Grant Thornton LLP - ---------------------- Cleveland, Ohio April 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----