<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA PANTHERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<C> <C> <C>
FLORIDA 7941 65-0676005
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) Number)
RICHARD L. HANDLEY
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
100 NORTHEAST THIRD AVENUE, SECOND FLOOR FLORIDA PANTHERS HOLDINGS, INC.
FORT LAUDERDALE, FLORIDA 33301 100 NORTHEAST THIRD AVENUE, SECOND FLOOR
(954) 768-1900 FORT LAUDERDALE, FLORIDA 33301
(Address, Including Zip Code, and Telephone Number, (954) 768-1900
Including (Name, Address, Including Zip Code, and Telephone
Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent For Service)
</TABLE>
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Copies to:
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<C> <C>
STEPHEN K. RODDENBERRY, ESQ. THOMAS J. MURPHY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A. MCDERMOTT, WILL & EMERY
ONE S.E. THIRD AVENUE, 28TH FLOOR 227 WEST MONROE STREET
MIAMI, FLORIDA 33131-1704 CHICAGO, IL 60606-5096
(305) 374-5600 (312) 372-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.
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] (Regis. No.
333-30925)
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per share... 117,020 shares(2) $19 9/16 $2,289,204 $694
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Subject to the overallotment option granted by the Company to the
Underwriters.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Regis. No. 333-30925) filed by Florida Panthers Holdings,
Inc. (the "Company") with the Securities and Exchange Commission on July 9,
1997, as amended by Amendment No. 1 dated July 22, 1997 and Amendment No. 2
dated August 5, 1997, which was declared effective on August 5, 1997, are
incorporated herein by reference.
<PAGE> 3
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 Fort Lauderdale, State of
Florida, on the 6th day of August, 1997.
Florida Panthers Holdings, Inc.
By: /s/ William M. Pierce
------------------------------------
William M. Pierce
Senior Vice President and Chief
Financial Officer
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:
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board August 6,
- - ----------------------------------------------------- (Principal Executive Officer) 1997
H. Wayne Huizenga
* Vice Chairman August 6,
- - ----------------------------------------------------- 1997
Richard C. Rochon
* President and Director August 6,
- - ----------------------------------------------------- 1997
Richard H. Evans
* President of Florida Panthers August 6,
- - ----------------------------------------------------- Hockey Club, Inc. and 1997
William A. Torrey Director
/s/ WILLIAM M. PIERCE Senior Vice President and Chief August 6,
- - ----------------------------------------------------- Financial Officer (Principal 1997
William M. Pierce Financial Officer)
* Vice President and Corporate August 6,
- - ----------------------------------------------------- Controller (Principal 1997
Steven M. Dauria Accounting Officer)
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<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director August 6,
- - ----------------------------------------------------- 1997
Steven R. Berrard
Director
- - -----------------------------------------------------
Dennis J. Callaghan
Director
- - -----------------------------------------------------
Michael S. Egan
Director
- - -----------------------------------------------------
Chris Evert
* Director August 6,
- - ----------------------------------------------------- 1997
Harris W. Hudson
Director
- - -----------------------------------------------------
George D. Johnson, Jr.
*By: /s/ William M. Pierce
- - -----------------------------------------------------
William M. Pierce
Attorney-in-Fact
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<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <C> <S>
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company
24.1 -- Powers of Attorney (incorporated by reference to the
Company's Registration Statement on Form S-1 -- Regis. No.
333-30925)
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<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
ONE S.E. THIRD AVENUE
28TH FLOOR
MIAMI, FLORIDA 33131-2948
(305) 374-5600
TELECOPY (305) 374-5095
AUGUST 6, 1997
FLORIDA PANTHERS HOLDINGS, INC.
100 NORTHEAST THIRD AVENUE
SECOND FLOOR
FORT LAUDERDALE, FLORIDA 33301
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as counsel to Florida Panthers Holdings, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), which is being filed pursuant to Rule
462(b) under the Securities Act. The Registration Statement relates to an
aggregate of 117,020 shares (the "Shares") which will be issuable in connection
with an underwritten public offering by the Company.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations made to
us by the officers and directors of the Company, we are of the opinion that the
Shares have been duly and validly authorized and, when issued, will be validly
issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Florida and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
