As filed with the Securities and Exchange Commission on September 24, 1996.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Florida 59-2022158
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1750 E. Sunrise Boulevard
Ft. Lauderdale, Florida 33304
(954) 760-5200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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BFC FINANCIAL CORPORATION STOCK OPTION PLAN
(Full title of the Plan)
Alan B. Levan, President
BFC Financial Corporation
1750 E. Sunrise Boulevard
Ft. Lauderdale, Florida 33304
(954) 760-5018
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
Alison Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3500
Calculation of Registration Fee
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Title of each class Amount Proposed Proposed Amount of
of securities to be to be maximum maximum registration
registered registered offering price aggregate fee
(1) per share (2) offering price
(2)
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Common stock, 750,000 $12.25 $9,187,500 $3,168.10
$.01 par value shares
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which may become exercisable under the BFC Financial
Corporation Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or any other similar transaction without receipt
of consideration which results in an increase in the number of outstanding
shares of Common Stock of BFC Financial Corporation.
(2) Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average of the bid and asked prices of
the Common Stock on September 17, 1996 as reported by the National
Quotations Bureau, Inc.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by BFC Financial Corporation (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by this reference:
(a) (1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(2) The Registrant's Amendment No. 1 to Annual Report on Form
10-K/A for the year ended December 31, 1995.
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(c) (1) The description of the Registrant's common stock, $.01 par
value per share, is contained in I.R.E. Financial
Corporation's Registration Statement on Form S-2
(Registration No. 33-8505).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Certain legal matters with respect to the legality of the issuance
of the Registrant's Common Stock offered hereby will be passed upon for the
Registrant by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
Item 6. Indemnification of Directors and Officers
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Section 607.0850 of the Florida Business Corporation Act and the
Articles of Incorporation and Bylaws of the Company provide for indemnification
of the Company's Directors and officers to the fullest extent permitted by
Florida law against claims, liabilities, amounts paid in settlement and expenses
in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Company carries insurance permitted by the laws of the State of Florida on
behalf of Directors, officers, employees or agents which may cover liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits
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4.1 Articles of Incorporation of the Registrant as amended (incorporated
by reference to Exhibit 3 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit E to
the Company's Proxy Statement/Prospectus, dated June 20, 1980).
5 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 KPMG Peat Marwick LLP.
24 Powers of Attorney (included as part of the Signature Page of
this Registration Statement).
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
(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;
(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 (a)(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 by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the 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 therein, 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, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 SEC such indemnification
is against public policy as expressed in the 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 or paid 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
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 the 20th day of
September, 1996.
BFC FINANCIAL CORPORATION
By: /s/ Alan B. Levan
Alan B. Levan, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan B. Levan his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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, as fully to all
intents and purposes as he 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 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 date indicated.
Signature Title Date
- --------- ----- ----
Principal Executive Officer:
/s/ Alan B. Levan President, Director, and September 20, 1996
Alan B. Levan Principal Executive Officer
Principal Financial and
Accounting Officer:
/s/ Glen R. Gilbert Chief Financial Officer September 20, 1996
Glen R. Gilbert
/s/ John E. Abdo Director September 24, 1996
John E. Abdo
/s/ Earl Pertnoy Director September 20, 1996
Earl Pertnoy
/s/ Carl E. B. McKenry, Jr. Director September 21, 1996
Carl E. B. McKenry, Jr.
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
5 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 KPMG Peat Marwick LLP
EXHIBIT 5
September 20, 1996
Mr. Alan B. Levan
President
BFC Financial Corporation
1750 E. Sunrise Boulevard
Fort Lauderdale, FL 33304
Dear Mr. Levan:
We have acted as counsel for BFC Financial Corporation, a Florida
corporation (the "Company"), with respect to the preparation and filing with the
Securities and Exchange Commission of a Form S-8 Registration Statement (the
"Registration Statement") in connection with the registration of 750,000 shares
of the Company's common stock, par value $.01 per share (the "Common Stock"),
issuable pursuant to the BFC Financial Corporation Stock Option Plan (the
"Plan").
In connection with our opinion, we have examined the Registration
Statement, including all exhibits thereto, as filed with the Securities and
Exchange Commission, and the Articles of Incorporation and Bylaws of the
Company, 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 Company to authorize the issuance of
the shares of Common Stock pursuant to the Plan.
In rendering this opinion, we have undertaken no independent review of the
operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, 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, (iii) the authenticity of
the originals of such latter documents, and (iv) that all factual information
supplied to us was accurate, true and complete. In addition, as to questions of
fact material to the opinions expressed herein, we have relied upon the accuracy
of (i) all representations and warranties submitted to us for purposes of
rendering the opinion and (ii) factual recitals made in the resolutions adopted
by the Board of Directors of the Company. We express no opinion as to federal
securities laws or the "blue sky" laws of any state or jurisdiction. This
opinion is rendered as of the date hereof and we assume no obligation to update
or supplement this opinion to reflect any facts or circumstances that may
hereafter change and/or come to our attention.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the 750,000 shares of Common Stock
registered under the Registration Statement and issuable in accordance with the
Plan will, if and when issued and delivered by the Company against payment of
adequate consideration therefor in accordance with the Plan, be validly issued,
fully paid and non-assessable.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.1
CONSENT OF STEARNS WEAVER MILLER
WEISSLER ALHADEFF & SITTERSON, P.A.
We hereby consent to the inclusion of our opinion letter as an
Exhibit to the Registration Statement on Form S-8 of BFC Financial Corporation,
and to any references to this firm in such registration statement and in the
documents incorporated therein by reference.
STEARNS WEAVER MILLER WEISSLER ALHADEFF &
SITTERSON, P.A.
Miami, Florida
September 20, 1996
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
BFC Financial Corporation
We consent to the use of our reports incorporated herein by reference.
Fort Lauderdale, Florida
September 20, 1996
