-----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, VUYZqHbacOkpkYp8S1H7f4K5EQOceRgDRvqpFJYscPSDGznLNkNvjytJ6h6QHxZD liJCL/6MM0AZdCKJBzP7+Q== 0000921768-98-000009.txt : 19980710 0000921768-98-000009.hdr.sgml : 19980710 ACCESSION NUMBER: 0000921768-98-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980709 EFFECTIVENESS DATE: 19980709 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKATLANTIC BANCORP INC CENTRAL INDEX KEY: 0000921768 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650507804 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58753 FILM NUMBER: 98662903 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605000 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BOULEVARD CITY: FORT LAUDERVALE STATE: FL ZIP: 33304 S-8 1 STOCK OPTION PLANS/STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission on July 9, 1998 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANKATLANTIC BANCORP, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-0507804 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1750 EAST SUNRISE BOULEVARD FORT LAUDERDALE, FLORIDA 33304 -------------------------------------- -------- (Address of principal executive offices) (zip code) RYAN BECK & CO., INC. 1986 STOCK OPTION PLAN RYAN BECK & CO., INC. 1996 STOCK OPTION PLAN RYAN BECK & CO., INC. 1997 LONG-TERM STOCK INCENTIVE PLAN --------------------------------------------------------- (Full title of the Plans) Alan B. Levan BankAtlantic Bancorp, Inc. 1750 East Sunrise Boulevard Fort Lauderdale, Florida 33304 (Name and address of agent for service) (954) 760-5000 -------------- (Telephone number, including area code, of agent for service) With a Copy To: Alison W. Miller, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 (305) 789-3200 Calculation of Registration Fee ================================================================================================== Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered per share(1) offering price(1) fee(1)
- -------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share 324,150 $11.72 $3,799,038 $1,120.72 ==================================================================================================
(1) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Class A Common Stock on the New York Stock Exchange as of a date within five business days preceding the date of filing of this Registration Statement. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by BankAtlantic Bancorp, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by this reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 13, 1998. (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 15, 1998. (3) The Company's Current Reports on Form 8-K filed with the Commission on February 13, 1998 and March 19, 1998. (4) The description of the Company's Class A Common Stock, $.01 par value per share, contained in the Company's Registration Statement on Form 8-A, filed with the Commission on June 25, 1997. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 607.0850 of the Florida Business Corporation Act and the Articles of Incorporation and Bylaws of the Company provide for indemnification of the Company's Directors and officers against claims, liabilities, amounts paid in settlement and expenses in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Company carries insurance permitted by the laws of the State of Florida on behalf of Directors, officers, employees or agents which may cover liabilities under the Securities Act. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS 4.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-3, filed on June 5, 1996 (Registration No. 333-05287)). 4.2 Articles of Amendment to Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed on March 13, 1998). 4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, filed on May 5, 1994 (Registration No.33-77708)). 5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.2 Consent of KPMG Peat Marwick LLP. 25.1 Powers of Attorney (included as part of the Signature Page of this Registration Statement). Item 9. UNDERTAKINGS (a) 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 the 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 (a)(1)(i) and (a)(1)(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 Section 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. (b) 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 Section 15(d) of the Exchange Act (and, where applicable, 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 be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, 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 any 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. 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-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 the 9th day of July, 1998. BANKATLANTIC BANCORP, INC. By: /s/Alan B. Levan -------------------------------- Alan B. Levan, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan B. Levan, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign 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 Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 attorney-in-fact and agent or his 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 Chairman of the Board, July 9, 1998 - ---------------------------- President and Alan B. Levan Chief Executive Officer /s/Jasper R. Eanes Executive Vice President, July 9, 1998 - ---------------------------- Chief Financial Officer Jasper R. Eanes /s/John E. Abdo Vice-Chairman of the July 9, 1998 - ---------------------------- Board John E. Abdo /s/Steven M. Coldren Director July 9, 1998 - ---------------------------- Steven M. Coldren /s/Mary E. Ginestra Director July 9, 1998 - ---------------------------- Mary E. Ginestra /s/Bruno Di Giulian Director July 9, 1998 - ---------------------------- Bruno Di Giulian /s/Charlie C. Winningham, II Director July 9, 1998 - ---------------------------- Charlie C. Winningham, II /s/Ben Plotkin Director July 9, 1998 - ------------------------- Ben Plotkin EX-5 2 LEGAL EXHIBIT 5 --------- July 8, 1998 Mr. Alan B. Levan BankAtlantic Bancorp, Inc. 1750 E. Sunrise Boulevard Fort Lauderdale, FL 33304 Dear Mr. Levan: We have acted as counsel for BankAtlantic Bancorp, Inc., a Florida corporation (the "Company"), with respect to the preparation and filing with the Securities and Exchange Commission of a Form S-8 Registration Statement (the "Registration Statement") in connection with the registration of 324,150 shares of the Company's class A common stock, par value $.01 per share (the "Class A Common Stock"), issuable pursuant to (i) the Ryan Beck & Co., Inc. 1986 Stock Option Plan, (ii) the Ryan Beck & Co., Inc. 1996 Stock Option Plan and (iii) the Ryan Beck & Co., Inc. 1997 Long-Term Stock Incentive Plan (each a "Plan" and collectively the "Plans"). The Plans were assumed by the Company pursuant to an Acquisition Agreement, dated as of February 9, 1998, between the Company, Ryan Beck & Co., Inc. and BCP Acquisition Corporation. In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, and the Amended and Restated Articles of Incorporation, as amended, and Bylaws of the Company, 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 of Class A Common Stock pursuant to the Plans. 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 all factual 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 Board of Directors of the Company. We express no opinion as to federal securities laws or the "blue sky" laws of any state or jurisdiction. This opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter change and/or come to our attention. Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the shares of Class A Common Stock registered under the Registration Statement and issuable in accordance with the Plans will, if and when issued and delivered by the Company against payment of adequate consideration therefor in with the terms and conditions of the Plan pursuant to which such shares are to be issued, be validly issued, fully paid and non-assessable. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. EX-23 3 CONSENTS EXHIBIT 23.1 ------------ CONSENT OF COUNSEL We hereby consent to the use of our opinion letter as an Exhibit to the Registration Statement on Form S-8 of BankAtlantic Bancorp, Inc. and to any references to this firm in such Registration Statement and in the documents incorporated therein by reference. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Miami, Florida July 8, 1998 EXHIBIT 23.2 ------------ ACCOUNTANTS' CONSENT The Board of Directors BankAtlantic Bancorp Inc.: We consent to the use of our report incorporated herein by reference. KPMG PEAT MARWICK LLP Ft. Lauderdale, Florida July 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----