As filed with the Securities and Exchange Commission on May 2, 1996.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RESOURCE AMERICA, INC.
(Exact name of registrant as specified in its charter)
1521 LOCUST STREET, PHILADELPHIA, PA 19102
(Address of Principal Executive Offices) (Zip Code)
DELAWARE 72-0654145
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION
(Full title of the plan)
Michael L. Staines
Senior Vice President
Resource America, Inc.
1521 Locust Street
Philadelphia, PA 19102
(Name and address of agent for service)
(215) 546-5005
(Telephone number, including area code, of agent for service)
Copy to:
J. Baur Whittlesey, Esquire
Ledgewood Law Firm, P.C.
1521 Locust Street - Eighth Floor
Philadelphia, PA 19102
(215) 731-9450
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(2) price(2) fee
- ------------------ --------------- --------- --------- ----------------
Class A Common
stock, par value
$.01 per
share 4,494.40 shares $ 48.75 $219,102 $ 75.60
Interests in
the Plan (1) $ $ $
---------------- -------- -------- ---------------
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(1) There are no interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the
basis of $48.75 per share, the average of the high and low prices of
the Registrant's Common Stock as reported on the Nasdaq National
Market on April 26, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Resource America, Inc. (the "REGISTRANT")
and the Resource America, Inc. 1984 Key Employee Stock Option (the "PLAN")
filed or to be filed with the Securities and Exchange Commission (the
"COMMISSION") are incorporated by reference in this Registration Statement
as of their respective dates:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995 containing the audited consolidated
financial statements of the Registrant for the fiscal years ended
September 30, 1994 and 1995.
2. The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.
3. The description of the Common Stock of the Registrant (formerly
called Resource Exploration, Inc.) contained the Registrant's Registration
Statement on Form 8-A, Commission number 0-4408, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Registrant's Common Stock being registered hereby
is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to
the Registrant. Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of the Registrant as well as President and a director.
Item 6. Indemnification of Directors and Officers.
Pursuant to the bylaws of the Registrant, the Registrant is required
to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director or
officer, as the case may be, of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
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4 Resource America, Inc. 1984 Key Employee Stock Option Plan.
5 Opinion of Ledgewood Law Firm, P.C. as to the legality of
securities being registered (including consent).
24(a) Consent of Grant Thornton LLP.
24(b) Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5).
25 Power of Attorney (included as part of signature pages to
this registration statement).
The Registrant hereby undertakes and affirms that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made all changes required by the IRS in order
to qualify the Plan.
<PAGE>
Item 9. Undertakings.
Undertakings required by Item 512(a) of Regulation S-K
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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;
(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 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 to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do 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 15(d) of the 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.
Undertakings required by item 512(b) of Regulation S-K
- ------------------------------------------------------
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 15(d) of the
Exchange Act (and each filing of an employee 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 therein and the
offering of such securities at that time shall be deemed to the initial
BONA FIDE offering thereof.
<PAGE>
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the 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 a
director, officer or controlling person of the Registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, offering 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
The Registrant. 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 Philadelphia,
Commonwealth of Pennsylvania, on April 30, 1996.
RESOURCE AMERICA, INC.
By: /s/ Edward E. Cohen
--------------------------------------------
Edward E. Cohen
Chairperson of the Board
(Chief Executive Officer)
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996.
RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN
By: /s/ Edward E. Cohen
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Edward E. Cohen, Trustee of the Plan
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael L. Staines, and each
of them acting above, his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities,
to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.
<PAGE>
SIGNATURES
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 date indicated.
/s/ Edward E. Cohen Date: April 30, 1996
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EDWARD E, COHEN, Chairman of the Board
and President
/s/ Michael L. Staines Date: April 30, 1996
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MICHAEL L. STAINES, Senior Vice President,
Secretary and a Director
/s/ Carlos C. Campbell Date: April 30, 1996
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CARLOS C. CAMPBELL, Director
/s/ John R. Hart Date: April 30, 1996
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JOHN R. HART, Director
/s/ Andrew M. Lubin Date: April 30, 1996
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ANDREW M. LUBIN, Director
/s/ Alan D. Schreiber, M.D. Date: April 30, 1996
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ALAN D. SCHREIBER, M.D., Director
/s/ John S. White Date: April 30, 1996
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JOHN S. WHITE, Director
/s/ Nancy J. McGurk Date: April 30, 1996
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NANCY J. MCGURK, Vice President -
Finance and Treasurer (Chief Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page
- ----------- --------------------------------------------- ------
4 Resource America, Inc. 1984 Key Employee Stock Option 9
5 Opinion of Ledgewood Law Firm, P.C. as to the legality 20
of securities being registered (including consent).
24(a) Consent of Grant Thornton LLP 23
24(b) Consent of Ledgewood Law Firm, P.C. (included in
Exhibit 5).
25 Power of Attorney (included as part of signature pages
to this registration statement).
<PAGE>
RESOURCE EXPLORATION, INC.
1984 KEY EMPLOYEE STOCK OPTION PLAN
EXHIBIT A
1. Purpose of Plan. The Purpose of this Plan is to advance the
interest of Resource Exploration, Inc. (hereinafter called the "Company")
and its stockholders by providing a means whereby employees of the Company
may be given an opportunity to purchase Common Shares (hereinafter called
"shares") of the Company under options and stock appreciation rights
granted under the Plan, to the end that the Company may retain present
personnel upon whose judgment, initiative and efforts the successful
conduct of the business of the Company largely depends, and may attract
new personnel. Some of the options granted under the Plan shall be
options which are intended to qualify as "incentive stock options" under
Section 422A of the Internal Revenue Code of 1954, as amended (the
"Code"), or any successor provision, and are hereinafter sometimes called
"incentive stock options".
2. Shares Subject to the Plan. The aggregate number of shares of
the Company for which options may be granted under this Plan shall be
200,000; provided, however, that whatever number of shares shall remain
reserved for issuance pursuant to the Plan at the time of any stock split,
stock dividend or other change in the Company's capitalization shall be
appropriately and proportionately adjusted to reflect such stock dividend,
stock split or other change in capitalization. Such shares shall be made
available from authorized but unissued or reacquired shares of the
Company. Any shares for which an option is granted hereunder that, are
released from such option for any reason other than the exercise of stock
appreciation rights granted hereunder shall become available for other
options to be granted under this Plan.
3. Administration of the Plan. This Plan shall be administered
under the supervision of the Board of Directors. Subject to the express
provisions of this Plan, the Board shall have conclusive authority to
construe and interpret the Plan, any stock option agreement entered into
thereunder, and any stock appreciation right granted thereunder and to
establish, amend, and rescind rules and regulations for its
administration.
<PAGE>
4. Granting of Options. The Board from time to time shall designate
from among the full-time key employees of the Company those employees to
whom stock options to purchase shares shall be granted under this Plan,
the number of shares which shall be subject to each option so granted, and
the type of option granted. The Board shall direct an appropriate officer
of the Corporation to execute and deliver option agreements to employees
reflecting the grant of options. All actions of the Board under this
Paragraph shall be conclusive; provided, however, the aggregate fair
market value (determined as of the date the option is granted) of shares
for which incentive stock options are granted to an employee in any
calendar year (under this Plan or any other plan of the Company which
provides for the granting of incentive stock options) may not exceed
$100,000 plus any unused limit carryover to such year permitted by Section
422A of the Code, or any successor provision. Any incentive stock option
that is granted to any employee who is, at the time the option is granted,
deemed for purposes of Section 422A of the Code, or any successor
provision, to own shares of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of shares of the
Company or of a parent or subsidiary of the Company, shall have an option
price that is at least 110 percent of the fair market value of the stock
and shall not be exercisable after the expiration of 5 years from the date
it is granted.
5. Granting of Stock Appreciation Rights. The Board shall have the
discretion to grant to optionees, concurrently with the grant of an
option, stock appreciation rights in connection with stock options on such
terms and conditions as it deems appropriate. The Board shall direct an
appropriate officer of the Company to execute and deliver stock
appreciation right grants to optionees reflecting the grant of stock
appreciation rights. A stock appreciation right will allow an optionee to
surrender an option or portion thereof and to receive payment from the
Company in an amount equal to the excess of the aggregate fair market
value of the optioned shares that are surrendered over the aggregate
option price of such shares. Payment may be made in shares, cash or a
combination of shares and cash, as provided in the grant. Shares as to
which any option is so surrendered shall not be available for future
options. The Board may select employees to whom stock appreciation rights
will be granted and determine the number of stock appreciation rights to
be granted to each such employee.
6. Option Period. No incentive stock option granted under this Plan
may be exercised later than ten years from the date of grant.
7. Option Price. The option price shall be fixed by the Board and
set forth in the Option Agreement, which price (in the case of incentive
stock options) shall not be less than the per share fair market value of
the outstanding shares of the Company on the date that the option is
granted, as determined by the Board. The Board may fix such option price
and authorize one or more officers of the Company to compute the price.
The Option Agreement may provide, at the discretion of the Board, that
payment of the option price may be made in shares, cash, or a combination
of shares and cash. The date on which the Board approves the granting of
an option shall be deemed the date on which the option is granted.
<PAGE>
8. Option Agreement. The Option Agreement in which option rights
are granted to an employee shall be in the applicable form (consistent
with this Plan) from time to time approved by the Board and shall be
signed on behalf of the Company by the Chairman of the Board, the
President or any Vice President of the Company other than the employee who
is a party thereto, and shall be dated as of the date of the granting of
the option, as determined in Paragraph 7 hereof.
9. Exercise of Stock Appreciation Rights. A stock appreciation
right shall be exercisable at any time prior to its stated expiration
date; but only to the extent the related stock option right may be
exercised. No option or stock appreciation right shall be transferable by
the optionee except by will or the laws of descent and distribution, and
the options and stock appreciation rights may be exercised during the
employee's lifetime only by him or his guardian or legal representative.
10. Amendment and Termination of the Plan. The Company, by action of
its Board of Directors, reserves the right to amend, modify or terminate
at any time this Plan, or, by action of the Board with the consent of the
optionee, to amend, modify or terminate any outstanding option agreement
or grant of stock appreciation rights, except that the Company may not,
without further stockholder approval, increase the total number of shares
as to which options may be granted under the Plan (except increases
attributable to the adjustments authorized in Paragraph 2 hereof, change
the employees or class of employees eligible to receive options or
materially increase the benefits accruing to participants under the Plan.
Moreover, no action may be taken by the Company (without the consent of
the optionee) which will impair the validity of any option or stock
appreciation right then outstanding or which will prevent the incentive
stock options issued or to be issued under this Plan from being "incentive
stock options" under Section 422A of the Code, or any successor provision.
11. Effective Date of Plan. The Plan shall be effective upon
adoption of the Plan by the Board of Directors of the Company. The Plan
shall be submitted to the stockholders of the Company for approval within
one year after its adoption by the Board of Directors and, if the Plan
shall not be approved by the stockholders within said period, the Plan
shall be void and of no effect. Any options granted under the Plan prior
to the date of approval by the stockholders shall be void if such
stockholders' approval is not obtained.
12. Expiration of Plan. Options may be granted under this Plan at
any time on or prior to December 5, 1994, on which date the Plan shall
expire but without affecting any options then outstanding.
<PAGE>
AMENDMENT TO RESOURCE EXPLORATION, INC.
1984 KEY EMPLOYEE STOCK OPTION PLAN
---------------------------------------
The RESOURCE EXPLORATION, INC. 1984 KEY EMPLOYEE STOCK OPTION
PLAN, is amended as follows:
1. The name of the plan is hereby changed to "Resource
America, Inc. 1984 Key Employee Stock Option Plan ("Plan")."
2. All references in the Plan to "Section 422A" shall
hereinafter be deemed to refer to "Section 422", and all references to the
"Internal Revenue Code of 1954" or the "Code" shall be deemed to refer to
the Internal Revenue Code of 1986, as amended.
3. Paragraph 4 of the Plan is amended to read in its
entirety as follows:
4. GRANTING OF OPTIONS. The Board from time to time shall
designate from amoung the full-time key employees of the Company those
employees to whom stock options to purchase shares shall be granted under
this Plan, the number of shares which shall be subject to each option so
granted, and the type of option granted. The Board shall direct an
appropriate officer of the Corporation to execute and deliver option
agreements to employees reflecting the grant of options. All actions of
the Board under this Paragraph shall be conclusive; provided, however, the
aggregrate fair market value (determined as of the date the option is
granted) of incentive stock options which are exercisable for the first
time by an employee in any calendar year (under this Plan or any other
plan of the Company which provides for the granting of incentive stock
options) may not exceed $100,000. Any incentive stock option that is
granted to any employee who is, at the time the option is granted, deemed
for purposes of Section 422 of the Code, or any successor provision, to
own shares of the Company possessing more than ten percent (10%) of the
total combined voting power of all classes of shares of the Company or of
a parent or subsidiary of the Company, shall have an option price that is
at least 110 percent of the fair market value of the stock and shall not
be exercisable after the expiration of 5 years from the date it is
granted.
4. In all other respects, the Plan shall remain in full force
and effect.
5. This Amendment shall be effective upon adoption by the Board
of Directors of the Company.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed this 20th day of April, 1993.
RESOURCE AMERICA, INC.
By: /s/ Francis J. Bagnell
---------------------------------
President
Attest: /s/ Michael L. Staines
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Secretary
<PAGE>
LEDGEWOOD LAW FIRM Exhibit 5
A PROFESSIONAL CORPORATION
1521 LOCUST STREET
PHILADELPHIA, PENNSYLVANIA 19102-3723
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TELEPHONE: (215) 731-9450 o FAX: (215) 735-2513
April 29, 1996
Resource America, Inc.
1521 Locust Street, Suite 400
Philadelphia, PA 19102
Gentlemen/Ladies:
We have acted as counsel to Resource America, Inc. ("RAI") in
connection with the preparation and filing by RAI of a registration
statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), with respect to the
registration of options (the "Options") to purchase 4,494.40 shares of RAI
Class A Common Stock, par value $.01 per share (the "Common Stock"),
issued or to be issued in connection with the Resource America 1984 Key
Employee Stock Option Plan (the "Plan"), and the Common Stock underlying
the Options upon exercise thereof. In connection therewith, you have
requested our opinion as to certain matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with
the actions taken by RAI in connection with the registration of the
Options and the Common Stock. We have examined the originals or certified
copies of such records, agreements, certificates of public officials and
others, and such other documents, including the Registration Statement, as
we have deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures on original documents and the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all copies submitted to us as conformed or photostatic
copies, and the authenticity of the originals of such latter documents.
We are attorneys admitted to practice in the Commonwealth of Pennsylvania
and, accordingly, we express no opinion with respect to matters governed
by the laws of any jurisdiction other than the Commonwealth of
Pennsylvania and the federal laws of the United States of America.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that:
1. RAI is a corporation which has been duly formed, is validly
existing and is in good standing under the laws of the State of Delaware.
RAI has full power and authority to issue the Common Stock.
2. When issued as set forth in the Registration Statement, the
Options will be validly issued, fully paid and non-assessable and when
issued and paid for in accordance with the terms of the Options, the
Common Stock will be validly issued, fully paid and non-assessable.
We consent to the references to this opinion and to Ledgewood Law
Firm, P.C., in the Prospectus included as part of the Registration
Statement, and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Ledgewood Law Firm, P.C.
Ledgewood Law Firm, P.C.
<PAGE>
CONSENT OF GRANT THORNTON LLP
We have issued our reports dated November 23, 1995 accompanying the
consolidated financial statements of Resource America, Inc. and Subsidiaries
included in the Annual Report on Form 10KSB for the year ended September 30,
1995 which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use to our name as it appears under the
caption "Experts."
/s/ Grant Thornton LLP
Cleveland, Ohio
May 2, 1996
