As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-
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. 1996 STOCK OPTION 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
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed Amount of
Title of Securities Amount to Maximum Offering Maximum Aggregate Registration
to be Registered be Registered1 Price Per Share2 Offering Price2 Fee
- -------------------- ------------------ ------------------- --------------------- ----------------
Common Stock,
$0.10 par value 500,000 $32.0625 $16,031,250 $4,858
- -------------------- ------------------ ------------------- --------------------- ----------------
</TABLE>
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) the fee has been calculated on the basis of the
price of the common stock on May 2, 1997.
The exhibit index is located on page 9 pursuant to the sequential numbering
system.
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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) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996 and March 31, 1997.
(c) 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.
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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.
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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;
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(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
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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 7th day of
May, 1997.
FLORIDA ROCK INDUSTRIES, INC.
(Registrant)
By: /s/ John D. Baker, II
----------------------------
John D. Baker, II,
President and Chief Executive Officer
(Principal Executive Officer)
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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 7th day of May, 1997.
<TABLE>
<S> <C> <C> <C>
Signature Title Signature Title
/s/ Edward L. Baker /s/ Luke E. Fichthorn,III
- --------------------- ----------------------
Edward L. Baker Director Luke E. Fichthorn, III Director
/s/ John D. Baker, II /s/ Frank M. Hubbard
- --------------------- ----------------------
John D. Baker, II Director, President Frank M. Hubbard Director
and Chief Executive
Officer (Principle
Executive Officer)
/s/ Thompson S. Baker, II /s/ Francis X. Knott
- --------------------- ----------------------
Thompson S. Baker, II Director Francis X. Knott Director
/s/ Ruggles B. Carlson /s/ Radford D. Lovett
- --------------------- ----------------------
Ruggles B. Carlson Vice President - Radford D. Lovett Director
Finance and
Treasuer (Principle
Financial and
Accounting Officer)
/s/ W. Thomas Rice
- --------------------- ----------------------
A.R. Carpenter Director W. Thomas Rice Director
/s/ Charles H. Denny, III /s/ C.J. Shepherdson
- --------------------- ----------------------
Charles H. Denny, III Director C.J. Shepherdson Director
/s/ Albert D. Ernest, Jr.
- ---------------------
Albert D. Ernest, Jr. Director
</TABLE>
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Pursuant to the requirements of the Securities Act of 1933, the 1996
Stock Option Plan Committee, which is the Florida Rock Industries, Inc.
Compensation Committee, 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 May 8, 1997.
The Florida Rock Industries, Inc.
1996 Stock Option Plan
By: /s/ Ruggles B. Carlson
---------------------------------------
Name: Ruggles B. Carlson
Title: Vice President - Finance & Treasurer
8
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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. 1996 Stock Option Plan
(incorporated by reference to appendix to Registrant's
Proxy Statement dated December 18, 1995).
5 Opinion of Counsel
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit (21) to Registrant's Form 10-K for the year ended
September 30, 1993).
23.1 Consent of Deloitte & Touche, L.L.P.
23.2 Consent of Counsel (included in Exhibit 5).
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LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, FL 32202
May 9, 1997
Florida Rock Industries, Inc.
P. O. Box 4667
Jacksonville, FL 32201
Re: Florida Rock Industries, Inc. 1996 Stock Option Plan -
Registration Statement on Form S-8
Ladies and Gentlemen:
We are special counsel to Florida Rock Industries, Inc., a Florida
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the offer and sale of 500,000 shares
(the "Shares") of the Company's common stock, par value $0.10 per share,
pursuant to the Florida Rock Industries, Inc. 1996 Stock Option Plan (the
"Plan").
In rendering this opinion, we have examined: (a) the Registration
Statement; (b) the Company's prospectus, dated May 9, 1997; (c) a copy of the
Company's articles of incorporation and all amendments thereto; (d) a copy of
the Company's bylaws; and (e) a record of the proceedings of the Company
relating to the authorization of the issuance and delivery of the Shares
pursuant to the Plan. We have also examined originals, or copies of originals
certified to our satisfaction, of such agreements, documents, certificates and
other statements of governmental officials and other instruments, and examined
such questions of law and have satisfied ourselves as to such matters of fact,
as we have considered relevant and necessary as a basis for this opinion. We
have assumed, without inquiry, the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity with authentic original documents of any
copies thereof submitted to us for our examination.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company has been incorporated under the laws of Florida and the
Company's status is active.
2. The Shares will be legally issued, fully paid and nonassessable when:
(i) the Registration Statement shall have become effective under the Securities
Act; (ii) the Shares shall have been issued and sold in the manner contemplated
by the Plan; and (iii) certificates representing the Shares shall have been
executed, countersigned and registered and delivered to the purchasers thereof
against payment of the agreed consideration therefor.
We express no opinion as to the application of the securities or "Blue Sky"
laws of the various states to the sale of the Shares.
The opinions rendered herein are limited to the law of the State of Florida
and the Federal law of the United States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes in
applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this opinion, and to the use of this opinion as an exhibit to
the Registration Statement. We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
EXHIBIT 23.1
INDEPENDENT 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,
and 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 LLP
Jacksonville, Florida
May 5, 1997
