As filed with the Securities and Exchange Commission on July 7, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOBILE AMERICA CORPORATION
(Exact Name of registrant as specified in its charter)
Florida 59-1218935
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10475-110 Fortune Parkway, Jacksonville, Florida 32256
(Address of principal executive offices) (zip code)
MOBILE AMERICA CORPORATION INCENTIVE PLAN
(Full title of the Plan)
Allan J. McCorkle
President and Chief Executive Officer
Mobile America Corporation
10475-110 Fortune Parkway
Jacksonville, Florida 32266
(Name and address of agent for service)
(904) 363-6339
(Telephone number, including area code, of agent for service)
Copy to:
Linda Y. Kelso, Esq.
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per share offering price registration fee
---------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 315,000 $11.825(2) $3,135,425.08(2) $924.96
$0.025 par value shares(1)
</TABLE>
(1) Plus an indeterminate number of shares which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, the amounts shown are based on (i) 23,363 shares subject
to outstanding options having an exercise price of $8.91 per share,
(ii) 40,000 shares subject to outstanding options having an exercise price
of $9.75 per share, (iii) 10,000 shares subject to outstanding options
having an exercise price of $9.63 per share, (iv) 40,000 shares subject to
outstanding options having an exercise price of $11.875 per share, and
(v) 201,637 shares reserved for future grants under the plan, the
registration fee for which has been calculated on the basis of $9.75 per
share, the average of the bid and asked prices of the registrant's Common
Stock as reported on the Nasdaq Over-the-Counter Market on June 19, 1998.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, including portions of the registrant's
definitive proxy statement for its 1998 annual meeting of
stockholders to the extent specifically incorporated therein;
(b) Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998;
(c) The description of the registrant's Common Stock, par
value $0.025 per share set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934; and
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 which indicates
that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall
be deemed incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have 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 in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances. The registrant's
Articles of Incorporation provide that the registrant shall indemnify
officers and directors consistent with the Florida Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4A. Mobile America Corporation Incentive Plan (Filed as Exhibit 4A
to the registrant's Form S-8 filed August 16, 1996 and
incorporated herein by reference)
4B. Form of Option Agreement (Filed as Exhibit 4B to the
registrant's Form S-8 filed August 16, 1996 and incorporated
herein by reference)
4C. Form of Nonqualified Stock Option Agreement (Non-Employee
Director)
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Cherry, Bekaert & Holland L.L.P.
24. Power of Attorney (included on signature page of this
registration statement)
Item 8. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 the 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.
(4) 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 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.
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 Articles of Incorporation or
Bylaws of the registrant or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange 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 or paid by the 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 June 30, 1998.
MOBILE AMERICA CORPORATION
By /s/ Allan J. McCorkle
Allan J. McCorkle, President and Chief
Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes
and appoints Allan J. McCorkle and Thomas J. McCorkle, and each or any of
them, his or her true and lawful attorneys-in-fact and agents, 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 any and all registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933), and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, and grants unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or his or her 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 dates indicated.
Date: June 30, 1998 /s/ Allan J. McCorkle
Allan J. McCorkle, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: June 30, 1998 /s/ Thomas L. Stinson
Thomas L. Stinson, Chief Financial Officer
(Principal Financial Officer)
Date: June 30, 1998 /s/ Jack H. Chambers
Jack H. Chambers, Director
Date: June 30, 1998 /s/ J. Michael Garrity
J. Michael Garrity, Director
Date: June 30, 1998 /s/ Thomas J. McCorkle
Thomas J. McCorkle, Director
Date: June 30, 1998 /s/ Thomas E. Perry
Thomas E. Perry, Director
Date: June 30, 1998 /s/ R. Lee Smith
R. Lee Smith, Director
Date: June 30, 1998 /s/ Robert Thomas, III
Robert Thomas, III, Director
Date: June 30, 1998 /s/ Randal L. Ringhaver
Randal L. Ringhaver, Director
<PAGE>
EXHIBIT INDEX
Item 8. Exhibits.
4A. Mobile America Corporation Incentive Plan (Filed as Exhibit 4A
to the registrant's Form S-8 filed August 16, 1996 and
incorporated herein by reference)
4B. Form of Option Agreement (Filed as Exhibit 4B to the
registrant's Form S-8 filed August 16, 1996 and incorporated
herein by reference)
4C. Form of Nonqualified Stock Option Agreement (Non-Employee
Director)
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Cherry, Bekaert & Holland L.L.P.
24. Power of Attorney (included on signature page of this
registration statement)
FOLEY & LARDNER EXHIBIT 5
POST OFFICE BOX 240
JACKSONVILLE, FLORIDA 32201-0240
THE GREENLEAF BUILDING
200 LAURA STREET 32202-3527
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
June 30, 1998
Mobile America Corporation
10475-110 Fortune Parkway
Jacksonville, FL 32256
Re: Registration Statement on Form S-8 Relating to Shares of Common
Stock Issuable Pursuant to Mobile America Corporation Incentive
Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Mobile America
Corporation (the "Company"), under the Securities Act of 1933, as amended,
for the registration of 315,000 shares of common stock par value $0.025
(the "Shares") issuable pursuant to the Mobile America Corporation
Incentive Plan (the "Plan").
We have examined and are familiar with the following:
A. Articles of Incorporation of the Company, as amended, as filed
in the Office of the Secretary of State of the State of Florida;
B. Bylaws, as amended, of the Company;
C. The proceedings of the Board of Directors and shareholders of
the Company in connection with the increase of the number of shares
available for issuance under the Plan; and
D. Such other documents, Company records and matters of law as we
have deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Florida.
2. The Shares have been duly authorized and when issued in
accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in
the Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules or regulations of the Securities and Exchange Commission promulgated
thereunder.
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
Linda Y. Kelso
LYK:jbd
EXHIBIT 23B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Mobile America Corporation of our report dated
March 27, 1998, relating to the consolidated balance sheets of Mobile
America Corporation and subsidiaries as of December 31, 1997 and 1996 and
the related consolidated statements of operating changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1998, and all related schedules, which report appears in the
December 31, 1997 which appears in the annual report on Form 10-K of
Mobile America Corporation.
Cherry, Bekaert & Holland L.L.P.
Certified Public Accountants
Orlando, Florida
June 30, 1998
