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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RESOURCE AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
72-0654145
(I.R.S. Employer Identification No.)
1521 Locust Street, Philadelphia, Pennsylvania 19102 (215-546-5005)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Steven J. Kessler, 1521 Locust Street, Philadelphia, Pennsylvania 19102
(215-546-5005)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
J. Baur Whittlesey, Esq. Dave Muchnikoff, P.C.
Ledgewood Law Firm, P.C. Silver, Freedman & Taff, L.L.P.
1521 Locust Street 1100 New York Avenue, N.W.
Philadelphia, PA 19102 Washington, D.C. 20005-3934
(215) 735-0663 (202) 682-0354
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box / /.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box / /.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering /X/. 333-47393
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering / /.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box / /.
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CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum
of securities to be aggregate offering Amount of
registered price(1) registration fee
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<S> <C> <C>
Common Stock $16,258,077 $4,796.13
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(1) Estimated solely for purposes of calculating the registration fee.
Incorporation By Reference of Registration Statement on Form S-3, File No.
333-47393.
Resource America, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-47393) declared effective on
April 23, 1998 by the Securities and Exchange Commission.
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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-3 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
23, 1998.
RESOURCE AMERICA, INC.
By: /s/ Edward E. Cohen
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Edward E. Cohen, Chairman of the
Board of Directors, Chief Executive
Officer and President
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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 dates indicated.
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<S> <C> <C>
/s/ Edward E. Cohen
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EDWARD E. COHEN, Chairman of Date: April 23, 1998
the Board of Directors,
Chief Executive Officer,
President and Director
(Chief Executive Officer)
/s/ Carlos C. Campbell
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CARLOS C. CAMPBELL, Director Date: April 23, 1998
/s/ Daniel G. Cohen
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DANIEL G. COHEN, Executive Vice Date: April 23, 1998
President and Director
/s/ Andrew M. Lubin
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ANDREW M. LUBIN, Director Date: April 23, 1998
/s/ Scott F. Schaeffer
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SCOTT F. SCHAEFFER, Executive Vice Date: April 23, 1998
President and Director
/s/ Alan D. Schreiber
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ALAN D. SCHREIBER, M.D., Date: April 23, 1998
Director
/s/ Michael L. Staines
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MICHAEL L. STAINES, Senior Date: April 23, 1998
Vice President, Secretary
and Director
/s/ John S. White
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JOHN S. WHITE, Director Date: April 23, 1998
/s/ Steven J. Kessler
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STEVEN J. KESSLER, Senior Vice President Date: April 23, 1998
- -- Finance and Chief Financial Officer
/s/ Nancy J. McGurk
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NANCY J. MCGURK, Vice Date: April 23, 1998
President -- Finance
(Chief Accounting Officer)
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Exhibit 5
April 23, 1998
Resource America, Inc.
1521 Locust Street
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 "Abbreviated Registration Statement") on Form S-3 under the Securities
Act of 1933, as amended (the "Act"), with respect to the offer and sale of up
to 253,044 shares of the common stock of RAI, par value $.01 per share (the
"Common Stock"). The Abbreviated Registration Statement relates to RAI's
Registration Statement on Form S-3 (File No. 333-47393) and covers additional
shares of Common Stock to be sold by RAI.
In our capacity as such counsel, we have familiarized ourselves with
the actions taken by RAI in connection with the registration of 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 Abbreviated Registration Statement and the exhibits
thereto, 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.
Based upon and subject to the foregoing, we are of the opinion that,
when issued and paid for, the Common Stock will have been validly issued and
will be fully paid and non-assessable.
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Resource America, Inc.
April 23, 1998
Page 2
We consent to the references to this opinion and to Ledgewood Law
Firm, P.C. in the Abbreviated Registration Statement, and to the inclusion of
this opinion as an exhibit to the Abbreviated Registration Statement.
Very truly yours,
/s/
LEDGEWOOD LAW FIRM, P.C.
/apb
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Consent of Grant Thornton LLP
We have issued our reports dated November 6, 1997 accompanying the
consolidated financial statements and schedules of Resource America, Inc. and
subsidiaries included in the Annual Report on Form 10-K for the year ended
September 30, 1997, which financial statements are incorporated by reference
in this Registration Statement; we have also issued our reports dated November
6, 1997, except for the earnings per share disclosures in footnote 2 for which
the date is February 19, 1998, accompanying the consolidated financial
statements for the years ended September 30, 1997 and 1996 and for each of the
three years in the period ended September 30, 1997, which financial statements
are included in this Registration Statement. We consent to the incorporation
by reference and to the use of the aforementioned reports in the Registration
Statement and to the use of our name as it appears under the caption
"Experts."
/s/ Grant Thornton LLP
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Cleveland, Ohio
April 23, 1998
