-----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, WQPXK7x9qGD2q1s3uRmJqTa5qZYiY+zbrF2+ojLAV4pFykaSD29OIV4VKotrh8+J ToSfdvKsscXT2AeiNA4cyw== 0000950144-06-000052.txt : 20060104 0000950144-06-000052.hdr.sgml : 20060104 20060104172226 ACCESSION NUMBER: 0000950144-06-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060104 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 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: 06509109 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 g99079e8vk.htm BANKATLANTIC BANCORP BankAtlantic Bancorp
 

 
 
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): January 4, 2006
BANKATLANTIC BANCORP, INC.
 
(Exact name of registrant as specified in its charter)
         
FLORIDA   34-027228   65-0507804
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         
2100 West Cypress Creek Road, Fort 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 5.04 Suspension of Trading Under Registrant’s Employee Benefit Plan
     BankAtlantic, a subsidiary of BankAtlantic Bancorp, Inc. (the “Company”), recently retained Schwab Retirement Plan Services, Inc. as the new investment and service provider for BankAtlantic’s 401(k) plan (the “401(k) Plan”). As a result of the retention of a new service provider, a conversion period is necessary to transition account and 401(k) Plan records. On December 12, 2005, BankAtlantic sent a notice to each of its employees informing them that in connection with the conversion, there would be a blackout period under the 401(k) Plan during which no individual account transactions can be processed. This blackout period is expected to begin on January 21, 2006 and is expected to end the week of February 19, 2006.
     During the blackout period, the directors and executive officers of the Company and BankAtlantic will be prohibited from directly or indirectly purchasing, selling or otherwise transferring certain equity securities of the Company as described in the below-mentioned notice.
     A copy of the notice sent to the Company’s and BankAtlantic’s directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
     Any securityholder of the Company or other interested person may obtain, without charge, the actual ending date of the blackout period by writing or e-mailing the Company at:
Corporate Communications
BankAtlantic Bancorp, Inc.
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309
CorpComm@bankatlanticbancorp.com

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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.
         
  BANKATLANTIC BANCORP, INC.
 
 
Date: January 4, 2006  By:   /s/ James A. White    
    Name:   James A. White   
    Title:   Chief Financial Officer   

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EXHIBIT INDEX
     
Exhibit
  Description
 
   
 
   
99.1
  Notice to Directors and Executive Officers.

4

EX-99.1 2 g99079exv99w1.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS Notice to Directors and Executive Officers
 

Exhibit 99.1
     
To:
  Directors and Executive Officers of BankAtlantic Bancorp and BankAtlantic
 
   
From:
  Alan B. Levan, Chairman and Chief Executive Officer
 
   
Date:
  January 4, 2006
 
   
Re:
  Notice of Blackout Period
 
     BankAtlantic recently selected Schwab Retirement Plan Services, Inc. as the new investment and service provider for the BankAtlantic Security Plus Plan (the “Plan”), which is the formal name of BankAtlantic’s 401(k) plan. A conversion period is necessary to transition account and Plan records. As a result, the participants in the Plan will be unable to initiate individual account transactions in the Class A Common Stock of BankAtlantic Bancorp (the “Company”) during the period commencing on January 21, 2006 and ending the week of February 19, 2006. This period is referred to as a “blackout period.”
     Under the Sarbanes-Oxley Act of 2002 and applicable SEC regulations, during this blackout period, you, as an executive officer or director of the Company or BankAtlantic, are prohibited from purchasing, selling or otherwise acquiring or transferring any shares of the Company’s Class A Common Stock, if you acquire or previously acquired such shares in connection with your service or employment as a director or executive officer.
     On December 12, 2005, BankAtlantic notified Plan participants of the blackout period. A copy of that notice is attached. Please review the attached notice for further information regarding the Plan transactions suspended and other matters relating to the blackout period.
     Inquiries with respect to this blackout period, including to determine whether the blackout period has ended, should be directed to:
James A. White
Chief Financial Officer
BankAtlantic Bancorp, Inc.
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309
954-940-5015
     The SEC regulations regarding the blackout period restrictions are complex. To avoid any inadvertent violations of the blackout period restrictions, directors and executive officers are required to follow the Company’s pre-clearance procedures in connection with any proposed transaction in Company securities. If you have any questions regarding the Company’s pre-clearance procedures or your ability to engage in any transaction, please contact James White.


 

[BANKATLANTIC LOGO]
IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER
THE BANKATLANTIC SECURITY PLUS PLAN
     
TO:
  All Associates of BankAtlantic
 
   
FROM:
  Kathleen M. Howell, Vice President and Corporate Benefits Manager
 
   
DATE:
  December 12, 2005
 
   
RE:
  BankAtlantic Security Plus Plan transition from MetLife
 
  to Schwab Retirement Plan Services, Inc.
1.   This notice is to inform you that the BankAtlantic Security Plus Plan (“the Plan”) will be changing recordkeepers from MetLife Retirement Plans to Schwab Retirement Plan Services, Inc.
2.   As a result of these changes, you will be temporarily unable to obtain a loan from the Plan, obtain a distribution from the Plan, change existing investment elections or execute a fund transfer. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, we encourage you to consider carefully how this blackout period may affect your retirement planning as well as your overall financial plan.
 
3.   The Plan transactions will be available as usual through January 17, 2006. The blackout period for the Plan is expected to begin the week of January 15, 2006 and end during the week of February 19, 2006. Detailed below are the dates certain activities will be temporarily suspended:
    The last day for MetLife to receive rollover checks from active participants is January 17, 2006.
 
    The last day for MetLife to receive final distribution and residential loan paperwork for processing is January 17, 2006.
 
    The last day to make distribution and automated loan requests on the VRS / Web at MetLife is January 20, 2006 at 4:00 p.m. Eastern Time.
 
    The last day to request changes in direction of future contributions, investment transfers or deferral percent changes on the VRS / Web at MetLife is January 20, 2006 at 4:00 p.m. Eastern Time.
 
      During the blackout period, you can determine whether the restricted period has started or ended by calling Juan Carlos Ortigosa at 954-940-5246 or Susan Bassett at 954-940-5254.
4.   During the blackout period, you will be unable to change your existing investment elections or execute a fund transfer in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to change your existing investment elections or execute a fund transfer during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.
 
    You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.
 
5.   If you have any questions concerning this notice, please call Juan Carlos Ortigosa at 954-950-5246 or Susan Bassett at 954-940-5254, or email them at Jortigosa@bankatlantic.com or sbassett@bankatlantic.com.

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