-----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, RWW2S2+Xby7PYZA0Vwu9J8+eCXTahBhh/CJrfBUqDX+GKgaWfI//YkexO2ODZBOl 6Pa4KyAlIR1iC3/cr0Fp1g== 0000950152-96-006339.txt : 19961202 0000950152-96-006339.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950152-96-006339 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-13905 FILED AS OF DATE: 19961126 EFFECTIVENESS DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-16895 FILM NUMBER: 96673052 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-1MEF 1 RESOURCE AMERICA, INC. 1 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ RESOURCE AMERICA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 679 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER) 72-0654145 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 1521 Locust Street, Fourth Floor, Philadelphia, PA 19102 (215) 546-5005 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------ MICHAEL L. STAINES, SENIOR VICE PRESIDENT Resource America, Inc. 1521 Locust Street, Fourth Floor Philadelphia, PA 19102 (215) 546-5005 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------ WITH COPIES TO: J. BAUR WHITTLESEY, ESQUIRE Ledgewood Law Firm, P.C. 1521 Locust Street, Suite 800 Philadelphia, PA 19102 LEE MEYERSON, ESQUIRE Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 ------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. 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, 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] File No. 333-13905 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. [ ]
Title of Each Class Proposed Maximum Amount of of Securities to be Aggregate Offering Registration Registered Price(1) Fee Common Stock par value $.01 per share................................... $3,328,000 $1,009 (1) Estimated solely for the purposes of calculating the amount of the registration fee.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Incorporation By Reference of Registration Statement on Form S-1, File No. 333-13905 Resource America, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-13905) declared effective on November 26, 1996 by the Securities and Exchange Commission. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 November 26, 1996. 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 indicated on November 26, 1996. /s/ Edward E. Cohen - --------------------------------------- EDWARD E. COHEN, Chairman of the Board of Directors, Chief Executive Officer, President and Director (Chief Executive Officer) /s/ Carlos C. Campbell - --------------------------------------- CARLOS C. CAMPBELL, Director /s/ John R. Hart - --------------------------------------- JOHN R. HART, Director /s/ Andrew M. Lubin - --------------------------------------- ANDREW M. LUBIN, Director /s/ Alan D. Schreiber - --------------------------------------- ALAN D. SCHREIBER, M.D., Director /s/ Michael L. Staines - --------------------------------------- MICHAEL L. STAINES, Senior Vice President, Secretary and Director /s/ John S. White - --------------------------------------- JOHN S. WHITE, Director /s/ Nancy J. McGurk - --------------------------------------- NANCY J. MCGURK, Vice President - Finance (Chief Accounting Officer) 4 EXHIBIT INDEX EXHIBITS DESCRIPTION 5 Opinion of Ledgewood Law Firm, P.C. 23.1 Consent of Grant Thornton LLP 23.2 Consent of Ledgewood Law Firm, P.C. (included in exhibit 5) EX-5 2 EXHIBIT 5 1 Exhibit 5 November 26, 1996 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-1 under the Securities Act of 1933, as amended (the "Act"), with respect to the offer and sale of up to 256,000 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-1 (File No. 333-13905) 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 as contemplated by the Registration Statement, 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 Abbreviated Registration Statement, and to the inclusion of this opinion as an exhibit to the Abbreviated Registration Statement. Very truly yours, LEDGEWOOD LAW FIRM, P.C. EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23(a) CONSENT OF GRANT THORNTON LLP We have issued our reports dated October 25, 1996, accompanying the financial statements and schedules of Resource America, Inc. and subsidiaries contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned reports in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Experts." /s/ Grant Thornton ------------------------------- Cleveland, Ohio November 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----