AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1996
REGISTRATION STATEMENT NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GOLDEN BEAR GOLF, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 7999 65-0680880
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INDUSTRIAL IDENTIFICATION NUMBER
INCORPORATION OR ORGANIZA- CLASSIFICATION CODE
TION) NUMBER)
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<TABLE>
<CAPTION>
<S> <C>
RICHARD P. BELLINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GOLDEN BEAR GOLF, INC.
11780 U.S. HIGHWAY #1 11780 U.S. HIGHWAY #1
NORTH PALM BEACH, FLORIDA 33408 NORTH PALM BEACH, FLORIDA 33408
TELEPHONE (407) 626-3900 TELEPHONE (407) 626-3900
ADDRESS, INCLUDING ZIP CODE, (NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE, AND TELEPHONE NUMBER, INCLUDING
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
ALISON W. MILLER, ESQ. VALERIE FORD JACOB, ESQ.
STEVEN D. RUBIN, ESQ. FRIED, FRANK, HARRIS,
STEARNS WEAVER MILLER SHRIVER & JACOBSON
WEISSLER ALHADEFF & SITTERSON, P.A. ONE NEW YORK PLAZA
150 WEST FLAGLER STREET NEW YORK, NEW YORK 10004
MIAMI, FLORIDA 33130 (212) 859-8000
(305) 789-3200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this 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] 333-05581
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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE
<S> <C> <C>
Class A Common Stock, par value $.01 per share $6,624,000 $2,284.14
<FN>
- -----------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Includes shares of Common Stock which may be purchased by the
Underwriters pursuant to an over-allotment option.
</FN>
</TABLE>
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<PAGE>
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1993, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index, the opinion and consent of counsel and the consent of the accountants.
Pursuant to Rule 462(b), the contents of the registration statement on Form S-1
(File No. 333-05581) of Golden Bear Golf, Inc., including the exhibits thereto,
are incorporated by reference into this registration statement.
<PAGE>
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 North Palm Beach, State
of Florida, on the 31st day of July, 1996.
GOLDEN BEAR GOLF, INC.
By: /s/ RICHARD P. BELLINGER
----------------------------------------
Richard P. Bellinger
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------
<S> <C> <C>
* Director and Chairman July 31, 1996
- ----------------------------- of the Board
Jack W. Nicklaus
/s/ RICHARD P. BELLINGER Director, President and July 31, 1996
- ----------------------------- Chief Executive Officer
Richard P. Bellinger
/s/ JACK P. BATES Senior Vice President and July 31, 1996
- ----------------------------- Chief Financial Officer
Jack P. Bates (Principal Financial and
Accounting Officer)
* Director and Senior July 31, 1996
- ---------------------------- Vice President
Mark F. Hesemann
* Director and Senior July 31, 1996
- ---------------------------- Vice President
Thomas P. Hislop
* By /s/ RICHARD P. BELLINGER
- -----------------------------
(Attorney-in-fact pursuant
to power of attorney)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBITS DESCRIPTION NUMBERED PAGE
- -------- ----------- -------------
5.1 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 Arthur Anderson, LLP
24.1 Power of Attorney (included with the signature
pages to the Registration Statement on Form S-1 of
the Company (File No. 333-05581) and incorporated
herein by reference.
EXHIBIT 5.1
July 31, 1996
Mr. Richard P. Bellinger
President and Chief Executive Officer
Golden Bear Golf, Inc.
11780 U.S. Highway #1
North Palm Beach, Florida 33408
Re: Golden Bear Golf, Inc.
Offering of Shares of Class A Common Stock
Dear Mr. Bellinger:
As counsel to Golden Bear Golf, Inc. (the "Corporation"), we have
examined the Articles of Incorporation and Bylaws of the Corporation 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 Corporation to authorize the issuance of up to 414,000
shares of Class A Common Stock of the Corporation (the "Class A Common Stock").
In addition, we have examined a copy of the Prospectus included in the
Corporation's Registration Statement on Form S-1, File No. 333-05581, which is
incorporated by reference into this registration statement.
In rendering this opinion, 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; and (iii) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
expressed herein, we have relied upon such certificates of public officials,
corporate agents and officers of the Corporation and such other certificates as
we deemed relevant.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that following the issuance and
delivery of the Class A Common Stock against payment of adequate consideration
therefore in accordance with the terms of such Prospectus, the Class A Common
Stock will be validly issued, fully paid and non-assessable.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.1
CONSENT OF COUNSEL
We hereby consent to the use of our opinion included herein and to the
incorporation by reference in this Registration Statement on Form S-1 of all
references to this firm under the heading "Legal Matters" in the Prospectus
constituting a part of the Registration Statement on Form S-1 of Golden Bear
Golf, Inc. (File No. 333-05581).
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
Miami, Florida
July 31, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of our reports covering the balance sheet of Golden Bear
Golf, Inc. as of June 7, 1996 (dated June 7, 1996); the combined balance sheets
of Golden Bear Golf Centers, Inc., Paragon Golf Construction, Inc. and Certain
Operations of Golden Bear International, Inc. as of December 31, 1994 and 1995,
and the related combined statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995 (dated
April 17, 1996); the balance sheets of Cool Springs, Inc. as of October 31, 1994
and 1995 and the related statements of operations, stockholders' equity and cash
flows for the years then ended (dated June 7, 1996); the balance sheets of First
Sports Capital Development Associates Ltd., Inc. as of December 31, 1994 and
1995 and the related statements of operations, stockholders' equity and cash
flows for the period from inception (June 13, 1994) to December 31, 1994 and for
the year ended December 31, 1995 (dated June 21, 1996); the balance sheets of
Dallas Highlander, Ltd. as of December 31, 1994 and 1995 and March 31, 1996 and
the related statements of operations, partners' capital and cash flows for the
period from inception (July 1, 1994) to December 31, 1994, the year ended
December 31, 1995 and the three months ended March 31, 1996 (dated July 14,
1996); the combined balance sheets of Sugar Creek Golf Course, Inc. and Magic
Castle, Inc. as of December 31, 1995 and June 30, 1996 and the related combined
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1995 and the six months ended June 30, 1996 (dated July 16, 1996);
and the combined balance sheets of East Coast Golf Centers, Inc., East Coast
Golf Centers of Columbus, Ltd. and East Coast Golf Centers of Fort Lauderdale,
Inc. as of December 31, 1994 and 1995 and March 31, 1996 and the related
combined statements of operations, stockholders' equity and cash flows for the
period from inception (June 7, 1994) to December 31, 1994, the year ended
December 31, 1995 and the three months ended March 31, 1996 (dated July 15,
1996); all of which appear in the registration statement on Form S-1 (File No.
333-05581) and to all references to our Firm included in, or made a part of or
incorporated by reference in this registration statement.
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
July 31, 1996.
