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As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ST. JOE CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 59-0432511
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1650 PRUDENTIAL DRIVE, SUITE 400
JACKSONVILLE, FLORIDA 32207
(Address of principal executive offices) (Zip Code)
ST. JOE CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
PETER S. RUMMELL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ST. JOE CORPORATION
1650 PRUDENTIAL DRIVE, SUITE 400
JACKSONVILLE, FLORIDA 32207
(Name and address of agent for service)
(904) 396-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- -------------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common Stock 2,010,160 $92.50 $185,939,800 $54,853
Options 2,010,160 N/A N/A N/A
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Incentive Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of St. Joe Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
average of the high and low price per share of Common Stock of St. Joe
Corporation on December 18, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
St. Joe Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Registrant's report on Form 10-Q for the fiscal quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and
(c) The Registrant's SEC File No. 1-10466 on Form 8-A filed with the SEC
on March 16, 1990, pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), together with amendments
thereto, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant shall indemnify each officer and director, whether or not
then in office, (and his or her executor, administrator and heirs), against
all reasonable expenses actually and necessarily incurred, including but not
limited to, judgments, costs and counsel fees in connection with the defense
of any litigation, civil or administrative action, suit or proceeding, to
which he or she may have been made a party because he or she is or was a
director or officer of the Registrant. He or she shall have no right to
reimbursement, however, in relation to matters as to which he or she had been
adjudged liable to the Registrant for negligence or misconduct in the
performance of his or her duties or was derelict in the performance of his or
her duty as director or officer by reason of willful misconduct, bad faith,
gross negligence or reckless disregard of the duties of his or her office or
employment. The right to indemnity for expenses shall also apply to expenses
in connection with suits that are compromised or settled if (1) the court
having jurisdiction of the action shall approve such settlement, or (2) a
majority of the Board of Directors, excluding interested directors, votes to
approve such settlement. As used in this paragraph an "interested director
or officer" is one against whom the proceeding in question or another
proceeding on the same or similar grounds is then pending.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
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Item 8. EXHIBITS
Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 1-10466 on
Form 8-A, which is incorporated by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of General Counsel of Registrant.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of General Counsel of Registrant is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that
clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 and (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 1997 Stock Incentive Plan under which the
shares to be registered on this Registration Statement will be issued.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item
6 or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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 1933
Act and will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
this fifth day of December, 1997.
ST. JOE CORPORATION
By: /s/ Peter S. Rummell
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Peter S. Rummell
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of St. Joe Corporation,
a Florida corporation, do hereby constitute and appoint Charles A. Ledsinger,
Jr. as the lawful attorney-in-fact and agent with full power and authority to
do any and all acts and things and to execute any and all instruments which
said attorney and agent determines may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Peter S. Rummell Chairman of the Board and December 5, 1997
- ----------------------------- Chief Executive Officer
Peter S. Rummell (Principal Executive Officer)
/s/ Charles A. Ledsinger, Jr. Chief Financial Officer December 10, 1997
- ----------------------------- (Principal Financial
Charles A. Ledsinger, Jr. and Accounting Officer)
II-4
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Signature Title Date
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/s/ Jacob C. Belin Director December 15, 1997
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Jacob C. Belin
/s/ Russell B. Newton, Jr. Director December 4, 1997
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Russell B. Newton, Jr.
/s/ John J. Quindlen Director December 5, 1997
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John J. Quindlen
/s/ Walter L. Revell Director December 5, 1997
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Walter L. Revell
/s/ Frank S. Shaw, Jr. Director December 5, 1997
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Frank S. Shaw, Jr.
/s/ Winfred L. Thornton Director December 15, 1997
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Winfred L. Thornton
/s/ John D. Uible Director December 8, 1997
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John D. Uible
/s/ Carl F. Zellers, Jr. Director December 5, 1997
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Carl F. Zellers, Jr.
II-5
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 1-10466 on
Form 8-A, which is incorporated by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of General Counsel of Registrant.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of General Counsel of Registrant is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Exhibit 5
December 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: St. Joe Corporation Registration Statement
for Offering of 2,010,160 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
of 2,010,160 shares of Common Stock authorized for issuance pursuant to the
Company's 1997 Stock Incentive Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable
provisions of the 1997 Stock Incentive Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert M. Rhodes
Robert M. Rhodes
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Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
St. Joe Corporation:
We consent to the use of our reports incorporated herein by reference.
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Jacksonville, Florida
December 23, 1997
