<PAGE> 1
As filed with the Securities and Exchange Commission
on May 16, 1997 Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORIOLE HOMES CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-1228702
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1690 SOUTH CONGRESS AVENUE, SUITE 200
DELRAY BEACH, FLORIDA 33445
- ------------------------------------- ---------------------------------
(Address of Principal Executive Offices) (Zip Code)
ORIOLE HOMES CORP. 1994 STOCK OPTION PLAN
ORIOLE HOMES CORP. 1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
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(Full title of the plans)
RICHARD D. LEVY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
1690 SOUTH CONGRESS AVENUE, SUITE 200
DELRAY BEACH, FLORIDA
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(Name and address of agent for service)
(561) 274-2000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
---------- ---------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Class B
Common Stock, 420,000 $7.75 $3,255,000 (1) $986.37
par value $.10
per share
</TABLE>
(1) Estimated pursuant to Rule 457(h) based on the average of the high and low
prices of the shares of Class B Common Stock as reported on the American Stock
Exchange on May 13, 1997.
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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 this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Oriole Homes Corp., a Florida
corporation (the "Corporation"), with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference except to the extent
any statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for its fiscal
year ended December 31, 1996, and its Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1997.
(b) The description of the Corporation's Class B Common Stock, par
value $.10 per share (the "Class B Common Stock"), contained in Item 1 of the
Corporation's Registration Statement on Form 8-A, filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on February 23, 1983.
(c) All reports and other documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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 herein
and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Don McClosky, a member of the Board of Directors of the Corporation,
is a shareholder of Ruden, McClosky, Smith, Schuster & Russell, P.A., Fort
Lauderdale, Florida, the law firm that is providing an opinion as to the
validity of the Class B Common Stock being registered on this Registration
Statement. Mr. McClosky is the beneficial owner of 1,210 shares of the
Corporation's Class A Common Stock, par value $.10 per share, and 1,810 shares
of Class B Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation has the authority pursuant to Section 607.0850 of the
Florida Business Corporation Act to indemnify its directors and officers to the
extent provided in such statute. The Corporation's Articles of Incorporation
and Bylaws provide that the Corporation shall indemnify its officers and
directors to the fullest extent permitted by law.
Section 607.0850 provides for indemnification by the Corporation of
parties to any proceeding (other than an action by, or in the right of, the
Corporation) by reason of that fact that they were or are directors, officers,
employees or agents of the Corporation or were or are serving as such with
respect to another entity at the request of the Corporation against liability
incurred in connection with such proceeding, if the person acted in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interest of the Corporation and with respect to any criminal action, had no
reasonable cause to believe their conduct was unlawful. Section 607.0850 also
provides the power to indemnify any such persons party to proceedings by or in
the right of the Corporation against expenses and amounts paid in settlement
not exceeding, in the judgment of the board of directors, the estimated cost of
litigating the proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding. No
indemnification is to be made under the statute if such person is adjudged to
be liable unless and to the extent that a court determines that, despite such
adjudication, such person is entitled to indemnification for such expenses. To
the extent that such person is successful in defending the actions described
above, indemnification against expenses actually and reasonably incurred is
mandatory.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5.l Opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A. with
respect to the legality of the shares of Class B Common Stock being
registered hereby.
15.1 Awareness Letter of Grant Thornton LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Ruden, McClosky, Smith, Schuster & Russell, P.A. (included
in opinion filed as Exhibit 5.l).
24.1 Powers of Attorney (included in Part II of Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(l) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement (A)
to include any prospectus required by Section l0 (a) (3) of the Securities Act
of 1933 ("Securities Act"); (B) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or 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; and (C) 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 paragraphs (a)(l)(A) and
(a)(l)(B) do not apply if the Registration Statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Corporation pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 ("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
<PAGE> 5
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
herein, 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 Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation 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 Corporation 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> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Delray Beach, State of Florida.
ORIOLE HOMES CORP.
Date: May 14, 1997 s/ Richard D. Levy
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Richard D. Levy, Chairman of the Board
and Chief Executive Officer
Date: May 14, 1997 s/ Antonio Nunez
---------------------------------------
Antonio Nunez, Senior Vice President,
Treasurer, Chief Financial Officer and
Chief Accounting Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Richard D. Levy and Mark A.
Levy, signing singly, 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 to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in the
capacities and as of the date indicated.
Date: May 14, 1997 /s/ Richard D. Levy
------------------------------
Richard D. Levy, Director
Date: May 14, 1997 /s/ Harry A. Levy
------------------------------
Harry A. Levy, Director
Date: May 14, 1997 /s/ Mark A. Levy
------------------------------
Mark A. Levy, Director
Date: May 14, 1997 /s/ E.E. Hubshman
------------------------------
E.E. Hubshman, Director
Date: May 14, 1997 /s/ Eugene M. Berns
------------------------------
Eugene M. Berns, Director
Date: May 14, 1997 /s/ Antonio Nunez
------------------------------
Antonio Nunez, Director
Date: May 14, 1997 /s/ Donald C. McClosky
-----------------------------
Donald C. McClosky, Director
Date: May 14, 1997 /s/ Paul R. Lehrer
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Paul R. Lehrer, Director
Date: May 14, 1997 /s/ George R. Richards
-----------------------------
George R. Richards, Director
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
PAGE
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<S> <C> <C>
5.l Opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A. with
respect to the legality of the shares of Class B Common Stock being
registered hereby.
15.1 Awareness Letter of Grant Thornton LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Ruden, McClosky, Smith, Schuster & Russell, P.A. (included
in opinion filed as Exhibit 5.l).
24.1 Powers of Attorney (included in Part II of Registration Statement).
</TABLE>
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[RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. LETTERHEAD]
200 EAST BROWARD BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
POST OFFICE BOX 1900
FORT LAUDERDALE, FLORIDA 33302
(954) 764-6660
FAX: (954) 764-4996
EXHIBIT 5.1
May 16, 1997
Oriole Homes Corp.
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
Re: Oriole Homes Corp. - Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Oriole Homes Corp., a Florida
corporation (the "Company"), in connection with the proposed registration by
the Company of 420,000 shares (the "Shares") of its Class B Common Stock, par
value $.10 per share (the "Class B Common Stock"), pursuant to a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission (the
"Commission") on May 16, 1997 under the Securities Act of 1933, as amended (the
"Act") (such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement"). The Shares are to be issued by
the Company to certain employees of the Company and its subsidiaries pursuant
to the Oriole Homes Corp. 1994 Stock Option Plan; or to certain nonemployee
directors pursuant to the Oriole Homes Corp. 1994 Stock Option Plan for
Nonemployee Directors (together, the "Stock Option Plans").
Subject to the qualifications, assumptions and limitations described
herein, we hereby advise you that in our opinion when (i) the Registration
Statement becomes effective under the Act, (ii) the Shares are issued in
accordance with the terms of the Stock Option Plans, (iii) the recipient
provides the full consideration for such Shares as required by the terms of the
Stock Option Plans, and (iv) the Shares have been duly executed and delivered on
behalf of the Company, the Shares will be validly issued, fully paid and
nonassessable.
We have relied without independent investigation upon an assurance
from the Company's Secretary that the number of shares which the Company is
authorized to issue in its Articles of Incorporation exceeds the number of
shares outstanding and the number of shares which the Company is obligated to
issue (or has otherwise reserved for issuance) for any purposes other than
issuance in connection with the options granted under the Stock Option Plans by
at least the number of shares which may be issued in connection with the Stock
Option Plans, and we have assumed that such condition will remain true at all
future times relevant to this opinion. We have assumed that the Company will
cause certificates representing the Shares issued in the future to be properly
executed and delivered and will take all other actions appropriate for the
issuance of such shares.
<PAGE> 2
Oriole Homes Corp.
May 16, 1997
Page 2
We express no opinion regarding any shares reacquired by the Company after
initial issuance. Our opinion does not cover any law other than Florida law.
We do not find it necessary for purpose of this opinion, and
accordingly do not purport to cover herein, the application of securities "Blue
Sky" laws of the various states to the offer or sale of the Shares.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
RUDEN, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
<PAGE> 1
EXHIBIT 15.1
Grant Thornton LLP
Certified Public Accountants
777 Brickell Avenue
Suite 1200
Miami, Florida 33131-2867
Oriole Homes Corp.
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of Oriole Homes Corp. for the period ended March 31, 1997, as
indicated in our report dated May 8, 1997; because we did not perform an audit,
we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 is
incorporated by reference in the Registration Statement on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of that Act.
Grant Thornton LLP
Miami Florida
May 12, 1997
<PAGE> 1
EXHIBIT 23.1
Grant Thornton LLP
Certified Public Accountants
777 Brickell Avenue
Suite 1200
Miami, Florida 33131-2867
We have issued our report dated March 7, 1997, accompanying the consolidated
financial statements included in the Annual Report of Oriole Homes Corp. on
Form 10-K for the year ended December 31, 1996. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
Oriole Homes Corp. on Form S-8 to be filed on May 16, 1997.
Grant Thornton LLP
Miami Florida
May 12, 1997
