<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
FLORIDA PANTHERS HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0676005
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 NORTHEAST THIRD AVENUE, SECOND FLOOR, FORT LAUDERDALE, FLORIDA 33301
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
------------------------
(Full Title of the Plan)
STEVEN M. DAURIA
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FLORIDA PANTHERS HOLDINGS, INC.
100 NORTHEAST THIRD AVENUE, SECOND FLOOR
FORT LAUDERDALE, FLORIDA 33301
---------------------------------------
(Name and address of agent for service)
(954) 768-1900
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE PRICE (2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (3) 2,600,000 shares $25.75(2) $66,950,000 $20,085
</TABLE>
(1) This Registration Statement also covers an indeterminate amount of
securities to be offered or sold as a result of any adjustments from
stock splits, stock dividends or similar transactions, pursuant to
Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended.
(3) Represents shares issuable upon the exercise of options granted
and/or to be granted under the Registrant's 1996 Stock Option Plan.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8, which have been incorporated by reference into this Registration Statement
on Form S-8 pursuant to Item 3 of Part II hereof, will be made available to
participants in the Florida Panthers Holdings, Inc. 1996 Stock Option Plan, as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such document(s) constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant under the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement on Form S-8:
a. The Final Prospectus dated November 13, 1996 contained in the
Registrant's Registration Statement on Form S-1 (Registration No. 333-12191).
b. The Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission (the "Commission") on September 26,
1996, and any amendment or report filed with the Commission for the purpose of
updating such description, under the Exchange Act.
c. The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended September 30, 1996 and December 31, 1996.
d. The Registrant's Current Reports on Form 8-K dated December
23, 1996, February 18, 1997, February 18, 1997 and February 25, 1997.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such document
with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain attorneys at Akerman, Senterfitt & Eidson, P.A., the
Registrant's legal counsel, purchased shares of Class A Common Stock in the
Registrant's Concurrent Offering and Initial Public Offering, each of which
closed on November 18, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Registrant, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise against liability incurred in connection with such
proceeding, including any appeal thereof, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
3
<PAGE> 4
Section 607.0850(2) of the FBCA provides that a Florida corporation
shall have the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonable
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect
of any claim, issue, or matter as to which such person shall have been adjudged
to be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 607.0850 of the FBCA further provides that: (i) to the extent
that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any proceeding referred to
in subsection (1) or subsection (2), or in defense of any proceeding referred
to in subsection (1) or subsection (2), or in defense of any claim, issue, or
matter therein, he shall be indemnified against expense actually and reasonably
incurred by him in connection therewith; (ii) indemnification provided pursuant
to Section 607.0850 is not exclusive; and (iii) the corporation may purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under section
607.0850.
Notwithstanding the foregoing, Section 607.0850 of the FBCA provides
that indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material
to the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding
unlawful distributions are applicable; or (iv) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding
by or in the right of the corporation to procure a judgment in its favor or in
a proceeding by or in the right of a shareholder.
Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act,
regarding corporate management or policy, by a director, unless: (i) the
director breached or failed to perform his duties as a director; and (ii) the
director's breach of, or failure to perform, those duties constitutes: (A) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (B) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (C) a circumstance under which
the liability provisions regarding unlawful distributions are applicable; (D)
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or by or in the right of a shareholder, conscious disregard for the
best interest of the corporation, or willful misconduct; or (E) in a proceeding
by or in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property.
4
<PAGE> 5
Articles and Bylaws.
The Registrant's Articles of Incorporation and the Registrant's Bylaws
provide that the Registrant shall, to the fullest extent permitted by law,
indemnify all directors of the Registrant, as well as any officers or employees
of the Registrant to whom the Registrant has agreed to grant indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C> <C>
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality of the
securities being offered hereunder
10.1 -- Florida Panthers Holdings, Inc. 1996 Stock Option Plan (incorporated by
reference to Exhibit 10.10 of the Registrant's Registration Statement on
Form S-1 (Regis. No. 333-12191))
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed as
Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature page hereto
</TABLE>
5
<PAGE> 6
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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; and
(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 (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
or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 herein, 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 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 of 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Florida
Panthers Holdings, Inc. (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 3rd day of March, 1997.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ Steven M. Dauria
-------------------------------------
Steven M. Dauria
Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Richard H. Evans and Steven M.
Dauria as his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her and in his or her 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 in and about the
foregoing, as fully to all intents and purposes as he or she 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 thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities on
the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ H. Wayne Huizenga Chairman of the Board (principal March 3, 1997
- -------------------------------- executive officer)
H. Wayne Huizenga
/s/ Richard H. Evans President and Director March 3, 1997
- --------------------------------
Richard H. Evans
/s/ William A. Torrey President of Florida Panthers March 3, 1997
- -------------------------------- Hockey Club, Inc. and Director
William A. Torrey
/s/ Steven M. Dauria Vice President and March 3, 1997
- -------------------------------- Chief Financial Officer (principal
Steven M. Dauria financial and accounting officer)
Director March 3, 1997
- --------------------------------
Steven R. Berrard
/s/ Harris W. Hudson Director March 3, 1997
- --------------------------------
Harris W. Hudson
/s/ George D. Johnson, Jr. Director March 3, 1997
- --------------------------------
George D. Johnson, Jr.
Director March 3, 1997
- --------------------------------
Richard C. Rochon
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C> <C>
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality
of the securities being offered hereunder
10.1 -- Florida Panthers Holdings, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.10 of the Registrant's
Registration Statement on Form S-1 Regis. No. 333-12191))
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature page
hereto
</TABLE>
8
<PAGE> 1
EXHIBIT 5.1
OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
March 3, 1997
Florida Panthers Holdings, Inc.
100 Northeast Third Avenue, Second Floor
Fort Lauderdale, Florida 33301
RE: FLORIDA PANTHERS HOLDINGS, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the issuance of up to
2,600,000 shares of the Company's Class A common stock, $.01 par value per share
(the "Class A Common Stock"), pursuant to options which are issuable in
accordance with the Company's 1996 Stock Option Plan, included in the Company's
Registration Statement on Form S-8 (the "Registration Statement"), which is
being filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company
and others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have
relied upon statements or certificates of officials and representatives of the
Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
When the Registration Statement becomes effective under the
Securities Act, and when the Shares are issued against
delivery of adequate consideration therefor in accordance with
and pursuant to the terms of the Company's 1996 Stock Option
Plan, the Shares will be validly issued, fully paid and
nonassessable.
We advise you that the foregoing opinion is limited to the securities
laws of the United States of America and the corporate laws of the State of
Florida and that we express no opinion herein concerning the applicability or
effect of any laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are included within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
9
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
use of our reports (and to all references to our firm) included in or made a
part of this Registration Statement.
/s/ Arthur Andersen LLP
- ------------------------
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
March 3, 1997
10
