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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998
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
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RAILAMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0328006
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
301 YAMATO ROAD, SUITE 1190
BOCA RATON, FL 33431
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
RAILAMERICA, INC.
1995 STOCK INCENTIVE PLAN
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(FULL TITLE OF THE PLAN)
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GARY O. MARINO
CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND TREASURER
RAILAMERICA, INC.
301 YAMATO ROAD, SUITE 1190
BOCA RATON, FLORIDA 33431
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(Name and address of agent for service)
(561) 994-6015
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(Telephone number, including area code, of agent for service)
COPY TO:
GARY M. EPSTEIN, ESQ.
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0894
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK,
$.001 PAR VALUE...... 750,000 SHARES $5.00 -- $6.3125 $4,257,281 $1,256
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, on the basis of (i) the exercise price of $5.00 for an
aggregate of 363,500 options granted under the Registrant's 1995 Stock
Incentive Plan , as amended (the "Plan"), and (ii) the average of the high
and low prices reported on the NASDAQ National Market System (equaling
$6.3125 per share) of the Common Stock on January 20, 1998, with respect to
the remaining options to be granted under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:
(a) the Registrant's Registration Statement on Form S-8
(Registration No. 33-95572), filed with the Commission on August 8, 1995;1
(b) the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1996, filed with the Commission on March 31,
1997, including any amendments thereto filed with the Commission on May 7, 1997,
and May 16, 1997;
(c) the Registrant's quarterly reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, and all
other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since January 1, 1997; and
(d) the description of the Registrant's Common Stock filed as
a part of the Registrant's Registration Statement on Form S-2, as amended
(Registration No. 333-21165).
In addition, all documents subsequently filed by the
Registrant 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 herein by reference
and to be a part hereof from the date of filing of such documents.
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1 The Registration Statement on Form S-8 (Registration No. 33-95572), filed
with the Commission on August 8, 1995, registered 250,000 shares of the
Registrant's Common Stock, $.001 par value per share (the "Common Stock").
At the Company's 1997 annual meeting of shareholders, held on June 26, 1997,
the Company's shareholders approved an amendment to the Plan, which
increased by 750,000 the number of shares available for grant under the Plan
from 250,000 to 1,000,000. After giving effect to the amendment to the Plan
approved by the Registrant's shareholders at the Company's annual meeting
and the effectiveness of this Registration Statement on Form S-8, the total
number of shares registered on Form S-8 and available for grant under the
Plan will be 1,000,000.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, as of the 22nd day of
January, 1998.
RAILAMERICA, INC.
By: /s/ GARY O. MARINO
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Gary O. Marino, Chairman, President,
Chief Executive Officer and Treasurer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary O. Marino and Larry W. Bush
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of January 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE DATE
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<S> <C> <C>
/s/ Gary O. Marino Chairman, President, Chief Executive January 22, 1998
- ------------------------------------ Executive Officer and Treasurer
Gary O. Marino (Principal Executive Officer and
Principal Financial Officer)
/s/ John H. Marino Vice Chairman January 22, 1998
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John H. Marino
/s/ Douglas R. Nichols Director January 22, 1998
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Douglas R. Nichols
/s/ Richard Rampell Director January 22, 1998
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Richard Rampell
/s/ Donald D. Redfearn Executive Vice President, Secretary January 22, 1998
- ------------------------------------ and Director
Donald D. Redfearn
/s/ John M. Sullivan Director January 22, 1998
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John M. Sullivan
/s/ Charles Swinburn Director January 22, 1998
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Charles Swinburn
/s/ Larry W. Bush Vice President, Assistant Secretary, January 22, 1998
- ------------------------------------ Controller
Larry W. Bush (Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C>
4.1 RailAmerica, Inc. 1995 Stock Incentive Plan(1)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A.
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A. (contained in its opinion filed as Exhibit 5.1
hereto)
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
</TABLE>
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(1) Incorporated by reference to Appendix A to Registrant's Schedule 14A filed
on June 2, 1997.
<PAGE> 1
EXHIBIT 5.1
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OPINION OF GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
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January 22, 1998
RailAmerica, Inc.
301 Yamato Road
Suite 1190
Boca Raton, Florida 33431
RE: REGISTRATION STATEMENT ON FORM S-8 FOR
RAILAMERICA INC.'S 1995 STOCK INCENTIVE PLAN, AS AMENDED
Ladies and Gentlemen:
On the date hereof, RailAmerica, Inc., a Delaware corporation ("the
Company"), sent for filing with the Securities and Exchange Commission ("the
Commission"), a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
750,000 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), pursuant to stock options ("Options") granted or to be granted
under the Company's 1995 Stock Incentive Plan, as amended (the "1995 Plan"). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Certificate of
Incorporation and Bylaws of the Company; (ii) records of corporate proceedings
of the Company authorizing the 1995 Plan and the preparation of the Registration
Statement and related matters; (iii) the Registration Statement and exhibits
thereto; and (iv) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deemed reasonably appropriate, upon
representations of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
shares of Common Stock issuable under the 1995 Plan, when issued in accordance
with the terms of the 1995 Plan, will be duly and validly issued, fully paid and
nonassessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
By: /s/ Fern Watts
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Fern Watts
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in this registration
statement of RailAmerica, Inc. on Form S-8 of our report dated March 21, 1997,
on our audits of the consolidated financial statements of RailAmerica, Inc. and
its Subsidiaries as of December 31, 1996 and 1995 and for the years then ended,
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
COOPERS & LYBRAND
/s/ Coopers & Lybrand
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West Palm Beach, Florida
January 22, 1998
