-----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, NBJ0DOjxWuDSFa1ROq6cnJA5Iq1qFsKjk4XbZtV8uP4cI28RKYfWzGcbAJxL+cX5 XlCMMKBN0oZmUEuQPiLPEw== 0000950123-10-057124.txt : 20100610 0000950123-10-057124.hdr.sgml : 20100610 20100610094839 ACCESSION NUMBER: 0000950123-10-057124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100610 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100610 DATE AS OF CHANGE: 20100610 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13133 FILM NUMBER: 10889179 BUSINESS ADDRESS: STREET 1: 2100 W. CYPRESS CREEK RD. CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9547605000 MAIL ADDRESS: STREET 1: 2100 W. CYPRESS CREEK RD. CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 8-K 1 g23731e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2010
BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its charter)
         
Florida   001-13133   65-0507804
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
2100 West Cypress Creek Road,
Ft. Lauderdale, Florida
  33309
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 954-940-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01   Other Events.
     On June 10, 2010, BankAtlantic Bancorp, Inc. (the “Company”) issued a press release announcing that its Board of Directors set a subscription price of $1.50 per share for the Company’s previously announced rights offering of up to $25 million of its Class A Common Stock. A copy of the press release, which includes details regarding the rights offering, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
     Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties, including, but not limited to, the risk that, because of business, economic or market conditions or for any other reasons within the Company’s discretion, the Company may decide not to pursue the rights offering, the risk that the rights offering may not be consummated on the contemplated terms, or at all, and the risk that issuances of shares may impact the Company’s ability to use its available net operating losses to offset future taxable income. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits
       
99.1    
Press release dated June 10, 2010

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: June 10, 2010  BANKATLANTIC BANCORP, INC.
 
 
  By:   /s/ Valerie C. Toalson    
    Valerie C. Toalson,   
    Executive Vice President and Chief Financial Officer   

 


 

         
EXHIBIT INDEX
         
Exhibit   Description
 
  99.1    
Press release dated June 10, 2010

 

EX-99.1 2 g23731exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
BankAtlantic Bancorp, Inc. Announces Terms of Rights Offering
FORT LAUDERDALE, FL — June 10, 2010 — BankAtlantic Bancorp, Inc. (NYSE:BBX; the “Company”) today announced that it has set a subscription price of $1.50 per share for its previously announced rights offering of up to $25 million of its Class A Common Stock. Upon commencement of the rights offering, the Company will distribute non-transferable subscription rights to purchase shares of its Class A Common Stock to each holder of its Class A Common Stock and Class B Common Stock as of the close of business on June 14, 2010, the record date for the rights offering. The number of subscription rights to be distributed with respect to each outstanding share of the Company’s Class A Common Stock and Class B Common Stock will be determined based on the total number of outstanding shares as of the close of business on the record date. The Company will not issue fractional subscription rights; rather, the number of subscription rights to which each shareholder is entitled will be rounded up to the nearest whole number.
Each whole subscription right will entitle the holder to subscribe for one share of the Company’s Class A Common Stock at the subscription price of $1.50 per share. This is referred to as the basic subscription right. Rights holders who elect to exercise their basic subscription rights in full will also have an over-subscription option pursuant to which they may request to purchase, at the same $1.50 per share subscription price, additional shares of the Company’s Class A Common Stock that remain unsubscribed for at the expiration of the rights offering. Any over-subscription request will be subject to acceptance by the Company, the availability of shares of the Company’s Class A Common Stock after giving effect to all exercises of basic subscription rights and the allocation of the remaining shares among all rights holders whose over-subscription requests are accepted by the Company. The Company may reject over-subscription requests if it determines that the issuance of shares of Class A Common Stock to a rights holder would jeopardize or limit the Company’s ability to use its available net operating losses to offset future taxable income.
Alan B. Levan, the Company’s Chairman and Chief Executive Officer, said, “While BankAtlantic’s capital levels at March 31, 2010 exceeded “well capitalized” regulatory capital thresholds, we believe it is prudent to raise additional capital at this time. The Board concluded that proceeding with a rights offering was advisable as it does not entail many of the substantial costs associated with an underwritten public offering and it provides our shareholders the opportunity to participate on a pro rata basis and maintain their ownership position in our Company.”
The subscription rights will be exercisable until 5:00 p.m., New York City time, on July 20, 2010, unless the Company extends the rights offering. The Company reserves the right to cancel or terminate the rights offering at any time prior to its expiration.

 


 

Rights offering materials, including a prospectus supplement (and accompanying base prospectus) and other items necessary to exercise the subscription rights, will be mailed on or about June 18, 2010 to eligible shareholders. The prospectus supplement (and accompanying base prospectus) will contain important information about the rights offering, and shareholders are urged to read the document carefully when available. Questions from shareholders about the rights offering may be directed to the information agent for the rights offering, Georgeson Inc., at 199 Water Street, 26th Floor, New York, New York 10038, telephone (888) 219-8320 for shareholders and (212) 440-9800 for banks and brokers.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. When available, copies of the prospectus supplement (and accompanying base prospectus) relating to these securities may be obtained by contacting BankAtlantic Bancorp, Inc., Attn: Investor Relations, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.
About BankAtlantic Bancorp:
BankAtlantic Bancorp (NYSE: BBX) is a bank holding company and the parent company of BankAtlantic.
About BankAtlantic:
BankAtlantic, Florida’s Most Convenient Bank, is one of the largest financial institutions headquartered in Florida. Via its broad network of community branches, online banking division - BankAtlantic.com, and conveniently located ATMs, BankAtlantic provides a full line of personal, small business and commercial banking products and services. BankAtlantic is open 7 days a week with extended weekday hours, Free Online Banking & Bill Pay, a 7-Day Customer Service Center and Change Exchange coin counters.
For further information, please visit our websites:
www.BankAtlanticBancorp.com
www.BankAtlantic.com
To receive future BankAtlantic Bancorp news releases or announcements directly via Email, please click on the Email Broadcast Sign Up button on our website:
www.BankAtlanticBancorp.com.
BankAtlantic Bancorp Contact Info:
Leo Hinkley, Investor and Media Relations Officer
Telephone: (954) 940-5300
Email: InvestorRelations@BankAtlanticBancorp.com
BankAtlantic, “Florida’s Most Convenient Bank,” Contact Info:
Media Relations:
Sharon Lyn, Vice President

 


 

Telephone: 954-940-6383, Fax: 954-940-5320
Email: CorpComm@BankAtlanticBancorp.com
###
Matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties, including, but not limited to, the risk that, because of business, economic or market conditions or for any other reasons within BankAtlantic Bancorp’s discretion, BankAtlantic Bancorp may decide not to pursue the rights offering, the risk that the rights offering may not be consummated on the contemplated terms, or at all, and the risk that issuances of shares may impact BankAtlantic Bancorp’s ability to use its available net operating losses to offset future taxable income. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by BankAtlantic Bancorp with the Securities and Exchange Commission.

 

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