As filed with the Securities and Exchange Commission on May 25, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BBX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 59-2022148 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 401 East Las Olas Boulevard, Suite 800 | ||
| Fort Lauderdale, Florida | 33301 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
BBX Capital Corporation Amended and Restated 2014 Incentive Plan
(Full title of the plan)
Alan B. Levan
Chairman and Chief Executive Officer
BBX Capital Corporation
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 33301
(Name and address of agent for service)
(954) 940-4900
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be |
Proposed maximum offering price per share(2) |
Proposed offering price(2) |
Amount of registration fee(2) | ||||
| Class A Common Stock, par value $0.01 per share(3)(4) | 1,500,000 | $9.16 | $13,740,000 | $1,710.63 | ||||
| Class B Common Stock, par value $0.01 per share(3) | 1,200,000 | $9.20 | $11,040,000 | $1,374.48 | ||||
| Total | $3,085.11 | |||||||
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s Class A Common Stock and Class B Common Stock (collectively, “Common Stock”) which may become issuable under the BBX Capital Corporation Amended and Restated 2014 Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s Common Stock.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the registrant’s Class A Common Stock on the New York Stock Exchange and the registrant’s Class B Common Stock on the OTCQX, in each case, on May 21, 2018.
(3) Each share of Common Stock registered hereunder includes an associated right to purchase from the registrant one one-hundredth of a share of Series A Junior Participating Preferred Stock for $8.00. These purchase rights are not exercisable until the occurrence of certain prescribed events, none of which has occurred. These purchase rights are, and until the occurrence of any such prescribed event these purchase rights will be, evidenced by the certificates representing the associated shares of Common Stock, and may be transferred only with such shares of Common Stock. The value attributable to these purchase rights, if any, is reflected in the value of the associated shares of Common Stock.
(4) Includes 1,200,000 shares of the registrant’s Class A Common Stock reserved for issuance upon the conversion of the shares of the registrant’s Class B Common Stock registered hereunder. Shares of the registrant’s Class B Common Stock are convertible on a share-for-share basis into the registrant’s Class A Common Stock at any time in the holder’s discretion.
Explanatory Note
At the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of BBX Capital Corporation (the “Company”), the Company’s shareholders approved an amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan (the “Plan”) which increased the number of shares of the Company’s Class A Common Stock available for grant under the Plan from 500,000 shares to 800,000 shares and increased the number of shares of the Company’s Class B Common Stock available for grant under the Plan from 9,500,000 shares to 10,700,000 shares, resulting in an increase in the total number of shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Plan from 10,000,000 shares to 11,500,000 shares. Shares of the Company’s Class B Common Stock are convertible on a share-for-share basis into the Company’s Class A Common Stock at any time in the holder’s discretion. The Company is filing this Registration Statement to register the additional 300,000 shares of Class A Common Stock and 1,200,000 shares of Class B Common Stock available for grant under the Plan, as well as the 1,200,000 shares of the Company’s Class A Common Stock which are reserved for issuance upon the conversion of the shares of the Company’s Class B Common Stock being registered hereunder. The Company is also registering hereunder the Preferred Share Purchase Rights associated with each share of the Company’s Class A Common Stock and Class B Common Stock being registered hereunder.
The securities registered hereunder are of the same classes as the securities of the Company registered under the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 2, 2014 (Registration No. 333- 197195), August 14, 2015 (Registration No. 333- 206371) and May 26, 2017 (Registration No. 333- 218265) (the “Earlier Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Company with the Commission are incorporated herein by reference:
| • | The Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on March 9, 2018. |
| • | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Commission on May 8, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on March 14, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on March 16, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on April 5, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on April 12, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on April 23, 2018. |
| • | The Company’s Current Report on Form 8-K, filed with the Commission on May 17, 2018. |
| • | The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 16, 2018, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| • | The description of the Company’s Class A Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on July 10, 2017, and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description. |
| • | The description of the Company’s Class B Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on October 16, 1997, and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description, including the Company’s Current Report on Form 8-K, filed with the Commission on July 2, 2014. |
| • | The description of the Company’s Preferred Share Purchase Rights contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on September 25, 2009, and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
The following exhibits are filed herewith:
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 May 25, 2018.
| BBX CAPITAL CORPORATION | ||
| By: | /s/ Alan B. Levan | |
| Alan B. Levan, Chairman and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Alan B. Levan and John E. Abdo, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to execute 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 Commission, granting unto said attorneys-in-fact and agents, 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 attorneys-in-fact and agents, or their 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 Alan B. Levan |
Chairman and Chief Executive Officer |
May 25, 2018 | ||
| /s/ John E. Abdo John E. Abdo |
Vice Chairman |
May 25, 2018 | ||
| /s/ Jarett S. Levan Jarett S. Levan |
President and Director |
May 25, 2018 | ||
| /s/ Seth M. Wise Seth M. Wise |
Executive Vice President and Director |
May 25, 2018 | ||
| /s/ Raymond S. Lopez Raymond S. Lopez |
Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
May 25, 2018 | ||
| /s/ Norman H. Becker Norman H. Becker |
Director |
May 25, 2018 | ||
| /s/ Steven M. Coldren Steven M. Coldren |
Director |
May 25, 2018 | ||
| SIGNATURE |
TITLE |
DATE | ||
| /s/ Darwin Dornbush Darwin Dornbush |
Director |
May 25, 2018 | ||
| /s/ Willis N. Holcombe Willis N. Holcombe |
Director |
May 25, 2018 | ||
| /s/ Oscar Holzmann Oscar Holzmann |
Director |
May 25, 2018 | ||
| /s/ Joel Levy Joel Levy |
Director |
May 25, 2018 | ||
| /s/ William Nicholson William Nicholson |
Director |
May 25, 2018 | ||
| /s/ Anthony P. Segreto Anthony P. Segreto |
Director |
May 25, 2018 | ||
| /s/ Neil Sterling Neil Sterling |
Director |
May 25, 2018 | ||
| /s/ Charlie C. Winningham, II Charlie C. Winningham, II |
Director |
May 25, 2018 | ||