As filed with the Securities and Exchange Commission
on December 27, 1996
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FLORIDA ROCK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (904) 355-1781
FLORIDA ROCK INDUSTRIES, INC. 1997 DIRECTORS'
STOCK PURCHASE PLAN
(Full title of the plan)
Ruggles B. Carlson
Vice President - Finance and Treasurer
Florida Rock Industries, Inc.
155 East 21st Street
Jacksonville, Florida 32206
(904) 355-1781
(Name, address and telephone number of agent for service)
_________________
Copies to:
Lewis S. Lee
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to Maximum Maximum Registration
Securities be Offering Aggregate Fee
to be Registered Price Per Offering
Registered (1) Share (2) Price (2)
Common
Stock, 50,000 $32.5626 $1,628,125 $493.37
$0.10 par
value
1 Plus such indeterminate number of additional shares as
may become available for sale pursuant to the anti-
dilution provisions of such Plan. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate
amount of interests in the employee benefit plan
described herein.
2 Pursuant to Rule 457(h), since the offering price to
directors is not known, pursuant to Rule 457(c) the fee
has been calculated on the basis of the price of the
common stock on December 23 1996.
______________________________________________________________
_
The exhibit index is located on page 9 pursuant
to the sequential numbering system.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act of 1933") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents heretofore
filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act of 1934") (Commission
File Number 1-7159).
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996, which sets
forth the Registrant's audited consolidated
financial statements and schedules for such fiscal
year.
(b) Description of the Registrant's Common Stock as set
forth in: Articles VII and XIII of the Registrant's
Restated Articles of Incorporation, previously filed
as an exhibit to Form 10-Q for the quarter ended
December 31, 1986; (ii) Article III of the
Registrant's Restated Articles of Incorporation,
previously filed as an exhibit to Form 10-K for the
year ended September 30, 1993; and (iii) Articles
XIV and XV of the Registrant's Restated Articles of
Incorporation, previously filed as an appendix to
the Registrant's proxy statement dated December 15,
1994.
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, prior to the filing of a
post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a
part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of Section 607.0850, Florida
Statutes, the Registrant is empowered generally to indemnify
any officer or director against liability incurred in
connection with any proceeding if such officer or director
acted in good faith and in a manner such officer or director
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
or her conduct was unlawful.
The Registrant's Restated Articles of Incorporation
provide for indemnification of its officers and directors, in
their capacity as such, in accordance with the laws of the
State of Florida.
Article XI of the Registrant's Articles of Incorporation
provides as follows:
A. The corporation shall indemnify and hold
harmless each person, his heirs, executors and
administrators, who shall serve at any time as a
director or officer of the corporation or, at its
request, of any other corporation, partnership,
joint venture, trust, or other enterprise, from and
against any and all claims and liabilities to which
such person shall have become subject by reason of
his being or having heretofore or hereafter been a
director or officer of the corporation, or of any
other such corporation, partnership, joint venture,
trust or other enterprise, or by reason of any
action alleged to have been heretofore or hereafter
taken or omitted by such person as such director or
officer, such indemnification to be in accordance
with the laws of the State of Florida as now in
existence or as hereafter amended.
B. The corporation shall have the power to
purchase and maintain insurance on behalf of any
person who is or was a director or officer of the
corporation, or is or was serving at the request of
the corporation as a director or officer of another
corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted
against him and 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 liability.
C. The corporation, its directors, officers,
employees and agent shall be fully protected in
taking any action or making any payment under this
Article XI or refusing to do so, in reliance upon
the advice of counsel.
D. If any part of this Article XI shall be found
in any proceeding to be invalid or ineffective, the
remaining provisions shall not be affected.
Insofar as indemnification by the Registrant for
liabilities arising under the Securities Act of 1933, may be
permitted by the foregoing, or otherwise, the Registrant
understands that in the opinion of the Commission such
indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable.
The Registrant maintains officers' and directors'
indemnity insurance covering claims made against an officer or
director for reason of actual or asserted wrongful act
(meaning any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully
attempted).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits required to be filed with the Registration
Statement are listed in the following Exhibit Index. Certain
of such exhibits that have heretofore been filed with the
Commission and that are designated by reference to their
exhibit number in prior filings are hereby incorporated herein
by reference and made a part hereof.
Item 9. Undertakings.
(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 of 1933;
(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 in such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and 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
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each 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 of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, a copy of the
latest annual report to shareholders that is incorporated in
the prospectus and finished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to any provision or arrangement for such
indemnification, or otherwise, the Registrant has been advised
that in the opinion of the Commission 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 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 Jacksonville, State of Florida, on
the 4th day of December, 1996.
FLORIDA ROCK INDUSTRIES, INC.
(Registrant)
By: /s/ John D. Baker, II
John D. Baker, II,
President and Chief
Executive Officer
(Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on the 4th day
of December, 1996.
Signature Title
_________ _____
/s/ Edward L. Baker Director
Edward L. Baker
/s/ John D. Baker, II Director, President and
John D. Baker, II Chief Executive Officer
(Principal Executive
Officer)
/s/ Thompson S. Baker Director
Thompson S. Baker
/s/ Thompson S. Baker, II Director
Thompson S. Baker, II
/s/ Ruggles B. Carlson Vice President -
Ruggles B. Carlson Finance and Treasurer
(Principal Financial
and Accounting Officer)
A. R. Carpenter Director
/s/ Robert D. Davis Director
Robert D. Davis
/s/ Charles H. Denny, III Director
Charles H. Denny, III
/s/ Albert D. Ernest, Jr. Director
Albert D. Ernest, Jr.
/s/ Luke E. Fichthorn, III Director
Luke E. Fichthorn, III
/s/ Frank M. Hubbard Director
Frank M. Hubbard
/s/ Francis X. Knott Director
Francis X. Knott
/s/ Radford D. Lovett Director
Radford D. Lovett
/s/ W. Thomas Rice Director
W. Thomas Rice
/s/ C. J. Shepherdson Director
C. J. Shepherdson
EXHIBIT INDEX
Sequentially
Numbered
Pages
_____
4.1(a) Restated Articles of Incorporation
(incorporated by reference to Exhibit
3(a) to Registrant's Form 10-Q for the
quarter ended December 31, 1986).
4.1(b) Amendment to Restated Articles of
Incorporation (incorporated by
reference to appendix to Registrant's
Proxy Statement dated December 15,
1994).
4.1(c) Amendment to Restated Articles of
Incorporation (incorporated by
reference to appendix to Registrant's
Proxy Statement dated December 15,
1994).
4.2 Restated Bylaws (incorporated by
reference to Exhibit 3(ii)(a) to
Registrant's Form 10-K for the year
ended September 30, 1993).
4.3 Amendment to Restated Bylaws
(incorporated by reference to Exhibit
3(ii)(b) to Registrant's Form 10-K for
the year ended September 30, 1994).
4.4 Florida Rock Industries, Inc. 1997 10
Directors' Stock Purchase Plan
23.1 Consent of Deloitte & Touche, L.L.P. 15
EXHIBIT 4.4
FLORIDA ROCK INDUSTRIES, INC.
1997 DIRECTORS' STOCK PURCHASE PLAN
Florida Rock Industries, Inc. (hereinafter the "Company")
hereby adopts this 1997 Directors Stock Purchase Plan
(hereinafter the "Plan") upon the following terms and
conditions:
1. PURPOSE
The purposes of this Plan are to encourage directors who
are not employees to increase their individual investment in
the Company, to stimulate increased interest on their part in
the affairs of the Company, to afford them an opportunity to
share in the profits and growth of the Company, to promote
systematic savings by them, and to more closely align their
interests with the shareholders of the Company. Participation
in the Plan is voluntary, and the Company makes no
recommendations to directors as to whether they should or
should not participate. Each director must decide for himself
whether it is in that director's best interest to purchase
shares of the Company's Common Stock (hereinafter "Common
Stock" or "Stock") under the Plan.
The Plan does not impose any restrictions on the shares
of Common Stock purchased under the Plan; however, sales or
purchases by directors may be limited by Section 16(b) of the
Securities Exchange Act of 1934.
2. ADMINISTRATION
The Plan shall be administered by a committee appointed
by the Company's Board of Directors from time to time. Such
Committee shall be known as the Directors' Stock Purchase Plan
Committee (hereinafter the "Committee"). The Committee shall
consist of not less than three members. The Board of
Directors may at any time remove any member of the Committee
with or without cause, and may fill any vacancy in the
Committee however occurring. The Committee shall select one
of its members as its Chairperson and shall hold meetings at
such times and places as it shall deem advisable. A majority
of its members shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of
its members. Any decision or determination reduced to writing
and signed by a majority of the members shall be fully as
effective as if made by a majority vote at a meeting duly
called and held. The Committee may appoint a Secretary and
shall make such rules and regulations for the conduct of its
business and for the carrying out of the Plan as it shall deem
appropriate. The interpretation and construction of any
provision of the Plan by the Committee shall, unless otherwise
determined by the Board of Directors, be final and conclusive
on all persons having any interest thereunder.
3. ELIGIBILITY
All directors of the Company who are not employees of the
Company are eligible to participate in the Plan.
4. PARTICIPATION
A director may enter the Plan on January 1, 1997 and
thereafter on any April 1, or October 1 (hereinafter the
"Enrollment Date(s)") by filling out, signing and delivering
to the Company's Human Resource Department, at least twenty
(20) days prior to such Enrollment Date, an enrollment
Authorization (hereinafter the "Authorization) on a form
provided by the Company stating the amount to be deducted
regularly from his or her director's fees, authorizing the
purchase of the Company's Stock, specifying the exact name in
which his or her account is to be established, and providing
such other information as may be required.
Shares purchased under the Plan will be held in an
account only in the name of the participant or, if his or her
Authorization so specifies, in the name of the participant and
another person jointly with the right of survivorship. A
director's deductions and purchases under the Authorization he
has on file under the Plan will continue as long as the Plan
remains in effect unless he or she files a new Authorization
or withdraws from the Plan as of an Enrollment Date.
5. DEDUCTIONS
Deductions will be made each director's pay period of
each month.
The deduction may be revised or terminated at any time by
the director's written request on a required form submitted to
the Company's Human Resource Department; provided, however,
that a director may not re-commence deductions until the
Enrollment Date next following a period of six months after
the date the director terminated his or her deductions, nor
may a director make a revision or termination of a deduction
Authorization more than once every six months. Commencement
can only start on an Enrollment Date and revision or
termination of deductions will become effective as soon as
practicable after a director's written request is received by
the Company.
Interest will not be paid or accrued on deductions.
6. CONTRIBUTION BY COMPANY
The Company will contribute for each participating
director an amount equal to twenty-five percent (25%) of the
participant's actual deduction. In addition, the Company will
pay the brokerage commissions on purchases of the Company's
Common Stock made from amounts deducted from the participants'
and Company contributions under this Plan.
However, commissions, transfer fees and any other costs
in connection with the reinvestment of dividends, the sale,
purchase, transfer or any other securities transaction other
than the initial purchase of the Company's Common Stock will
be paid by the participant.
Commissions under the Plan will be computed in accordance
with the Broker's rates in effect at the time of purchase.
The Company will also pay the Broker's administrative
charges, if any, for maintaining participants' accounts.
7. BROKER FOR THE PLAN
The Company has designated Smith Barney, Inc.
(hereinafter the "Broker"), with its principal offices located
at 388 Greenwich Street, 18th Floor, New York, New York,
10013, Attn: EMSIP, as Broker to open and maintain an account
in the name of each participant and to make purchases of
shares of the Company's Common Stock on the American Stock
Exchange for the accounts of the participants and perform
certain administrative, custodial, brokerage and other
services in connection with the Plan.
Upon ninety (90) days prior written notice, the Company
shall have the right to terminate the Broker's services as
Broker under the Plan. Upon ninety (90) days prior written
notice, the Broker shall have the right to terminate its
services as Broker under the Plan.
The Committee may select a successor Broker and make such
arrangements with the Broker, or any successor Broker selected
by the Committee, as it deems appropriate in furtherance of
the Plan.
8. PURCHASE OF COMPANY SHARES
Promptly after the end of each month in which fee
deductions were made, the Company will forward its check in
the total dollar amount of director fee deductions and the
Company contribution, along with a listing of each participant
and amount, to the Broker. The Broker will purchase shares of
the Company's Common Stock on the American Stock Exchange (or
such other exchange on which the shares may be listed or in
such other markets as the Stock may be traded from time to
time) each month, crediting the directors' accounts with the
number of shares and fractional shares purchasable within the
combined remittance of the director and the Company. The
average cost of shares purchased during the month under the
Plan and other Company stock purchase plans administered by
the Broker, will be used to determine the number of shares
allocable to each director. Certificates representing shares
so purchased shall be issued in the name of the Broker or its
nominee and will remain so registered until delivery is
requested by the participant.
The participant's account will be credited with cash
dividends paid in respect of the full shares and any
fractional interest in shares held in the account. Cash
dividends will be reinvested in Common Stock following receipt
thereof by the Broker unless the participant has previously
instructed the Broker to the contrary. Regular brokerage
commissions payable on purchases made with reinvested
dividends will be payable by the participant and deducted from
the amount of dividend at the time such reinvestment is made.
Stock dividends or stock splits in respect of shares held
in the participant's account will be credited to the account
without charge.
Distributions to holders of Common Stock in the form of
other securities and rights to subscribe for additional shares
will be sold and the proceeds will be handled in the same
manner as a cash dividend.
9. OWNERSHIP OF COMPANY SHARES
At the time of purchase of the Company's Common Stock by
the Broker, each participant for whose account funds were
received will acquire full ownership immediately of all shares
and of any fractional interest in shares purchased for such
participant's account.
10. TRANSFER OF SHARES TO PARTICIPANTS
Upon the participant's written request, whole shares
shall be issued to him or her without affecting continued
participation in the Plan. The participant will pay any
Broker's charges for delivery of certificate(s).
11. WITHDRAWAL
A participant may withdraw from the Plan in whole, but
not in part, at any time by filling a withdrawal notice on a
form provided by the Company at least twenty (20) days prior
to the month for which the withdrawal is to be effective. A
participant that has withdrawn from the Plan may not reenter
the Plan until six months after such withdrawal election and
after reentry must wait six months from the date of such
reentry before electing to withdraw again from the Plan. In
addition, a participant shall be deemed to have withdrawn upon
the occurrence of any of the following: (i) termination for
any reason of the participant as a director of the Company;
(ii) death of the participant; (iii) termination of the Plan
by the Company; or (iv) a violation of the assignment and
transfer provisions of Section 12 hereof. Upon withdrawal, a
participant may continue his or her account with the Broker
with the Broker's consent or, at the participant's election,
all full shares in the account of the participant will be
transferred to the participant and a certificate evidencing
such shares will be issued to him; fractional shares will be
sold and the proceeds paid in cash.
12. RIGHTS NOT TRANSFERRABLE
A participant's privilege to purchase Common Stock under
the Plan can be exercised only by the participant acting on
his or her own behalf. Stock cannot be purchased by
participant for someone else. Participants in the Plan may
not sell, transfer, pledge or assign to any other person any
interest or right under the Plan or in any funds credited to
his account. Should any such assignment or transfer be
attempted by participant, it shall constitute and be treated
as a withdrawal from the Plan.
13. AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Company may amend or
terminate the Plan at any time; provided, however, that the
Plan may not be amended more than once every six months;
further provided, however, that no amendment or modification
shall operate to divest the participant of any shares
purchased for his or her account or of any deductions remitted
by the employee participant.
14. INDEMNIFICATION
To the extent permitted by law, the Company will
indemnify each member of the Board, each officer of the
Company, each Committee member, and other employees of the
Company involved in the administration of the Plan against all
costs, expenses and liabilities, including attorney's fees,
incurred in connection with any action, suit or proceeding
instituted against them alleging any act of omission or
commission performed by them in discharging their duties with
respect to the Plan, provided that in so acting he was acting
in good faith while performing such duties. This
indemnification is applicable only to the costs, expenses and
liabilities that are not covered under insurance as may be now
or hereafter provided by the Company.
15. REPORTS TO PARTICIPANTS
A participant will receive a confirmation from the Broker
each time a share or fractional share interest is bought or
sold. Each quarter the Broker will furnish each participant
with a statement showing all activity in his or her individual
account for the quarter.
The Broker will deliver to each participant as promptly
as practicable, by mail or otherwise, all notices of meetings,
proxy statements and other material distributed by the Company
to its stockholders. The full shares of Stock in each
participant's account will be voted in accordance with the
participant's signed proxy instructions duly delivered to the
Broker. There will be no charge to the participant for the
Broker's retention of Stock certificates, or in connection
with notices, proxies or other such material.
16. GENERAL PROVISIONS
The Board of Directors hopes the participants will retain
Stock purchased under the Plan for investment. Subject to
Section 11 and applicable laws and regulations, a participant
may, however, withdraw and sell Stock purchased under the Plan
at any time. The participant assumes the risk of any market
fluctuations in the price of such Stock.
17. REGULATORY AUTHORITIES
The Plan will not become effective until the shares
under the Plan are registered with the Securities and Exchange
Commission, and any other required registrations and
regulatory approvals are obtained.
EXHIBIT 23.1
AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of Florida Rock Industries, Inc. on
Form S-8 of our reports dated December 3, 1996, appearing in
and incorporated by reference in the Annual Report on Form 10-
K of Florida Rock Industries, Inc. for the year ended
September 30, 1996.
DELOITTE & TOUCHE L.L.P.
/s/ Deloitte & Touche L.L.P.
Jacksonville, Florida
December 26, 1996
