As filed with the Securities and Exchange Commission on June 20, 1997.
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PAN AM CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0450311
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 N.W. 36TH STREET
MIAMI, FLORIDA 33178
(305) 873-3000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
--------------
PAN AM CORPORATION 1996 STOCK OPTION PLAN
(Full title of the Plan)
JOHN J. OGILBY, JR., ESQ.
CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL
PAN AM CORPORATION
9300 N.W. 36TH STREET
MIAMI, FLORIDA 33178
(305) 873-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par 1,200,000 shares $8.22 $9,864,000 $2,989.00
value
=======================================================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock of Pan Am Corporation as reported on the
American Stock Exchange on June 16, 1997.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pan Am Corporation, a Florida
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended December 31, 1996.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(3) The Registrant's Current Report on Form 8-K dated May 15,
1997.
(4) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on SB-2, declared
effective on March 21, 1994 (Registration No. 33-73428-A).
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") to indemnify its directors and officers to
the extent permitted in such statute. With respect to the indemnification of the
Registrant's directors and officers, the Registrant's Amended and Restated
Articles of Incorporation provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by law in existence now
or hereafter. In addition, the Registrant carries insurance permitted by the
laws of the State of Florida on behalf of its directors and officers which may
cover liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
The provisions of the FBCA that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of nonmonetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of the criminal law, unless the
- 1 -
<PAGE>
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (b) deriving an improper
personal benefit from a transaction; (c) voting for or assenting to an unlawful
distribution; and (d) willful misconduct or a conscious disregard for the best
interests of the Registrant in a proceeding by or in the right of the Registrant
to procure a judgment in its favor or in a proceeding by or in the right of a
shareholder. These provisions do not affect a director's responsibilities under
any other law, such as the federal securities laws or state or federal
environmental laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included as part of Exhibit 5.1 above).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
Item 9. UNDERTAKINGS
(a) 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 of 1933;
(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 the 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 (a)(1)(i) and (a)(1)(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 Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
- 2 -
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, 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 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 be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 any 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 of 1933 and will be governed by the final adjudication of such issue.
- 3 -
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 18th day of June,
1997.
PAN AM CORPORATION
By: /S/ MARTIN R. SHUGRUE, JR.
---------------------------------
Martin R. Shugrue, Jr., Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin R. Shugrue, Jr. acting alone, his
true and lawful attorneys-in-fact and agents, 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, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ CHARLES E. COBB Chairman of the Board June 18, 1997
- --------------------------------
Charles E. Cobb
/S/ PHILLIP FROST, M.D. Vice Chairman of the Board June 18, 1997
- --------------------------------
Phillip Frost, M.D.
- 4 -
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ MARTIN R. SHUGRUE, JR. Chief Executive Officer June 18, 1997
- -------------------------------- and President
Martin R. Shugrue, Jr.
/S/ JOHN J. OGILBY, JR. Chief Financial Officer and June 18, 1997
- -------------------------------- General Counsel
John J. Ogilby, Jr. (Principal Financial Officer)
/S/ ROBERT COILE Vice President-Finance and June 18, 1997
- -------------------------------- Accounting
Robert Coile (Chief Accounting Officer)
/S/ RICHARD C. PFENNIGER, JR. Director June 18, 1997
- --------------------------------
Richard C. Pfenniger, Jr.
/S/ JOHN J. SICILIAN Director June 18, 1997
- --------------------------------
John J. Sicilian
/S/ HERSHEL F. SMITH, JR. Director June 18, 1997
- --------------------------------
Hershel F. Smith, Jr.
</TABLE>
- 5 -
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
- -------
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Alhadeff & Sitterson, P.A.
(included as part of Exhibit 5.1 above)
23.2 Consent of Deloitte & Touche LLP
- 6 -
EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
---------
MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<S> <C> <C> <C>
E. RICHARD ALHADEFF ALICE R. HUNEYCUTT DAVID A. ROTHSTEIN
LOUISE JACOWITZ ALLEN RICHARD B. JACKSON BETTY CHANG ROWE OWEN S. FREED
STUART D. AMES THEODORE A. JEWELL STEVEN D. RUBIN SENIOR COUNSEL
LAWRENCE J. BAILIN MICHAEL I. KEYES MIMI L. SALL
PATRICK A. BARRY TEDDY D. KLINGHOFFER RICHARD E. SCHATZ
SHAWN BAYNE ROBERT T. KOFMAN LESTER E. SEGAL TAMPA OFFICE
LISA K. BENNETT THOMAS A. LASH MARTIN S. SIMKOVIC SUITE 2200
SUSAN FLEMING BENNETT VERNON L. LEWIS CURTIS H. SITTERSON SUNTRUST FINANCIAL CENTER
LISA K. BERG KEVIN B. LOVE RONNI D. SOLOMON 401 EAST JACKSON STREET
MARK J. BERNET JOY SPILLIS LUNDEEN MARK D. SOLOV TAMPA, FLORIDA 33602
HANS C. BEYER MICHAEL C. MARSH JO CLAIRE SPEAR ____________
MARTIN G. BURKETT BRIAN J. McDONOUGH EUGENE E. STEARNS
CLAIRE BAILEY CARRAWAY ANTONIO R. MENENDEZ JENNIFER D. STEARNS (813) 223-4800
SETH THOMAS CRAINE FRANCISCO J. MENENDEZ BRADFORD SWING
PETER L. DESIDERIO ALISON W. MILLER ANNETTE TORRES
MARK P. DIKEMAN VICKI LYNN MONROE DENNIS R. TURNER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON HAROLD D. MOOREFIELD, JR. RONALD L. WEAVER SUITE 1900
ALAN H. FEIN JOHN N. MURATIDES ROBERT I. WEISSLER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI JOHN K. OLSON PATRICIA G. WELLES FORT LAUDERDALE, FLORIDA 33301
ROBERT I. FINVARB ROBERT C. OWENS MARTIN B. WOODS ____________
ANDREA F. FISHER DARRIN J. QUAM
DEAN M. FREITAG PATRICIA A. REDMOND (954) 462-9500
ROBERT E. GALLAGHER, JR. ELIZABETH G. RICE
CHAVA E. GENET GLENN M. RISSMAN
PATRICIA K. GREEN CARL D. ROSTON
</TABLE>
June 19, 1997
Mr. Martin R. Shugrue
Chief Executive Officer and President
Pan Am Corporation
9300 N.W. 36th Street
Miami, FL 33178
Dear Mr. Shugrue:
We have acted as counsel for Pan Am Corporation, a Florida corporation
(the "Company"), with respect to the preparation and filing with the Securities
and Exchange Commission (the "SEC") of a Registration Statement on Form S-8 (the
"Registration Statement") covering 1,200,000 shares (the "Shares") of the
Company's Common Stock, par value $.0001 per share (the "Common Stock"),
issuable upon the exercise of options available for grant under the Company's
1996 Stock Option Plan (the "Plan").
In connection with our opinion, we have examined: (i) the Registration
Statement, including all exhibits thereto, as filed with the SEC; (ii) the
Articles of Incorporation and Bylaws, as amended, of the Company; and (iii) such
other documents, certificates and proceedings as we have considered necessary or
appropriate for the purposes of this opinion. We have also examined and are
familiar with the proceedings taken by the Company to authorize the issuance of
the Shares pursuant to the Plan.
In rendering this opinion, we have undertaken no independent review of
the operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed, without
independent investigation: (i) the authenticity of all
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
<PAGE>
Mr. Martin R. Shugrue
June 19, 1997
Page 2
documents submitted to us as originals; (ii) the conformity to original
documents of all documents submitted to us as certified or photostatic copies;
(iii) the authenticity of the originals of such latter documents; (iv) that all
factual information supplied to us is accurate, true and complete; and (v) the
genuineness of all signatures. In addition, as to questions of fact material to
the opinions expressed herein, we have relied upon the accuracy of: (i) all
representations and warranties as to factual matters contained in any of the
documents submitted to us for purposes of rendering the opinion; and (ii)
factual recitals made in the resolutions adopted by the Board of Directors of
the Company. We have also assumed that the exercise price of each Share will be
in excess of the par value of the Common Stock. We express no opinion as to
federal securities laws or the "blue sky" laws of any state or jurisdiction.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares registered under
the Registration Statement which are issuable upon the exercise of stock options
to be granted pursuant to the Plan, will, if and when issued and delivered by
the Company against payment of adequate consideration therefor in accordance
with the Plan, be validly issued, fully paid and non-assessable.
This opinion is intended solely for the Company's use in connection
with the registration of the Shares and may not be relied upon for any other
purpose or by any other person. This opinion may not be quoted in whole or in
part or otherwise referred to or furnished to any other person except in
response to a valid subpoena. This opinion is limited to the matters expressly
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein. This opinion is rendered as of the date hereof, and we
assume no obligation to update or supplement such opinion to reflect any facts
or circumstances that may hereafter come to our attention or any changes in
facts or law that may hereafter occur. We hereby consent to the inclusion of
this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pan Am Corporation on Form S-8 of our reports dated March 31,1997 and April 24,
1996, appearing in the Annual Report on Form 10-K of Pan Am Corporation for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Miami, Florida
June 17, 1997
