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As filed with the Securities and Exchange Commission on May 19, 2000.
Registration No. 333-
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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)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Delaware 1521 Locust Street, Philadelphia, PA 19102 72-0654145
(State or other jurisdiction (Address of Principal Executive Offices) (Zip Code) (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
STOCK OPTION AGREEMENTS
(Full title of the plan)
Michael S. Yecies, Esquire
Vice President and Secretary
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
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<CAPTION>
Calculation of Registration Fee
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit(1) price(1) registration fee
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<S> <C> <C> <C> <C>
Common stock,
par value $.01 per
share 120,213 shares $ 7.6875 $ 924,137.43 $ 243.97
</TABLE>
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 on the
basis of $7.50 per share, the average of the high and low prices of
the Registrant's Common Stock as reported on the Nasdaq National
Market on May 17, 2000.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 of
Part I are being separately provided to the optionees as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 of
Part I are being separately provided to the optionees as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the Securities and Exchange
Commission are hereby incorporated by reference in this Registration Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended September
30, 1999 containing our audited consolidated financial statements for the fiscal
years ended September 30, 1998 and 1999.
(b) All other reports filed by us pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the filing of the Annual
Report on Form 10-K listed in paragraph (a).
(c) The description of our Common Stock contained in our Registration
Statement on Form 8-A, including any amendment or report we may file for the
purpose of updating such description.
All documents subsequently filed by us with the Commission pursuant to
Sections 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, are incorporated by reference in this Registration Statement
and to be part of this Registration Statement from the date we file these
documents.
Item 4. Description of Securities.
Not applicable.
2
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Item 5. Interests of Named Experts and Counsel.
The validity of our common stock included in this Registration
Statement is being passed upon by Ledgewood Law Firm, P.C., our counsel.
Item 6. Indemnification of Directors and Officers.
Article VI of our Amended and Restated Bylaws requires us to indemnify,
to the fullest extent allowed by the General Corporation Law of the State of
Delaware, any person who serves or has served at any time as one of our
directors or officers, and any director or officer who, at our request, serves
or at any time has served as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation or of any partnership, joint
venture, trust, other enterprise or employee benefit plan, against any and all
liabilities and reasonable expenses incurred in connection with any claim,
action, suit, or proceeding to which such director or officer is made a party,
or which may be asserted against him, because he is or was a director or an
officer. This Article also provides that our directors shall not be liable to us
or any of our shareholders for monetary damages caused by a breach of fiduciary
duty as a director.
We maintain directors' and officers' liability insurance against any
actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding fraudulent or
dishonest conduct, criminal acts or self-dealing.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
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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).
3
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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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, 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
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 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
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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.
4
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Undertakings required by Item 512(h)
of Regulation S-K
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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, 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.
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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
May 19, 2000.
RESOURCE AMERICA, INC.
By: /s/ Edward E. Cohen
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Edward E. Cohen
Chairman of the Board
(Chief Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael S. Yecies, and each of them
acting alone, 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.
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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 date indicated.
/s/ Edward E. Cohen Date: May 19, 2000
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EDWARD E, COHEN, Chairman of the Board
and Chief Executive Officer
/s/ Daniel G. Cohen Date: May 19, 2000
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DANIEL G. COHEN, President, Chief Operating
Officer and a Director
/s/ Scott F. Schaeffer Date: May 19, 2000
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SCOTT F. SCHAEFFER, Vice Chairman
/s/ Carlos C. Campbell Date: May 19, 2000
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CARLOS C. CAMPBELL, Director
/s/ Andrew M. Lubin Date: May 19, 2000
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ANDREW M. LUBIN, Director
/s/ Alan D. Schreiber Date: May 19, 2000
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ALAN D. SCHREIBER, M.D., Director
/s/ John S. White Date: May 19, 2000
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JOHN S. WHITE, Director
/s/ P. Sherrill Neff Date: May 19, 2000
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P. SHERRILL NEFF, Director
/s/ Steven J. Kessler Date: May 19, 2000
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STEVEN J. KESSLER, Senior Vice President
And Chief Financial Officer
7
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EXHIBIT INDEX
Exhibit No. Document Page
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).
8
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Exhibit 5
May 19, 2000
Resource America, Inc.
1845 Walnut Street
Philadelphia, PA 19103
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 120,213 shares (the
"Shares") of RAI Common Stock, par value $.01 per share (the "Common Stock"). 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 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, the opinions set forth herein are limited to
matters governed by the laws of the United States, the laws of the Commonwealth
of Pennsylvania and the Delaware General Corporation Law. We express no opinion
with respect to matters governed by the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that:
1. RAI is a corporation that has been duly formed and is validly
subsisting under the laws of the State of Delaware.
2. The Shares are validly issued, fully paid and non-assessable.
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Resource America, Inc.
May 19, 2000
Page 2
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,
Ledgewood Law Firm, P.C.
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CONSENT OF GRANT THORNTON LLP
We have issued our report dated December 3, 1999 accompanying the consolidated
financial statements and schedule of Resource America, Inc. and subsidiaries
included in the Annual Report on Form 10-K for the year ended September 30, 1999
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under the caption
"Experts".
/s/ Grant Thornton LLP
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Cleveland, Ohio
May 19, 2000
