As filed with the Securities and Exchange Commission on July 12, 1996
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
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0507804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(Address of principal executive offices, including zip code)
BankAtlantic Bancorp 1996 Stock Option Plan
(Full title of the Plans)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(954) 760-5000
(Name, address and telephone number, including
area code, of agent for service)
With a Copy To:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3200
Calculation of Registration Fee
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Proposed Proposed
Title maximum maximum Amount of
of securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee(2)
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Class A Common Stock,
par value
$.01 per share 1,000,000 $13.875 $13,875,000 $4,784.48
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(1) Includes an additional 200,000 shares of Class A Common Stock issuable as a
result of a five for four common stock split effected in the form of a 25%
stock dividend which the Board of Directors approved on July 9, 1996.
(2) Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of the closing sale price of the Class A Common
Stock as quoted on the Nasdaq National Market System on July 9, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by BankAtlantic Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995, filed with the Commission on
February 9, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, filed with the
Commission on May 14, 1996.
(3) The Company's Current Report on Form 8-K dated April
9, 1996, filed with the Commission on May 14, 1996.
(4) The description of the Company's Class A Common
Stock, $.01 par value per share, contained in the
Company's Registration Statement on Form S-2, filed
with the Commission on February 9, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(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
Certain legal matters with respect to the legality of the
issuance of the Company's Class A Common Stock offered hereby will be passed
upon for the Company by Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A.
Item 6. Indemnification of Directors and Officers
Section 607.0850 of the Florida Business Corporation Act and
the Articles of Incorporation and Bylaws of the Company provide for
indemnification of the Company's Directors and officers against claims,
liabilities, amounts paid in settlement and expenses in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Company carries insurance
permitted by the laws of the State of Florida on behalf of Directors, officers,
employees or agents which may cover liabilities under the Securities Act.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3, filed on June 5, 1996
(Registration No. 333-05287)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-4, filed
on May 5, 1994 (Registration No. 33-77708)).
5 Opinion of Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A.
23.2. Consent of KPMG Peat Marwick LLP.
25.1 Powers 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;
(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.
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(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.
(b) 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 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 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 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 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 and will be governed by the final
adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 9th day of
July, 1996.
BANKATLANTIC BANCORP, INC.
By: /s/ Alan B. Levan
Alan B. Levan,
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan B. Levan, his true and lawful
attorney-in-fact and agent, 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.
SIGNATURE TITLE DATE
/s/ Alan B. Levan Chairman of the Board, July 9, 1996
ALAN B. LEVAN Chief Executive Officer
/s/ Jasper R. Eanes Executive Vice President, July 9, 1996
JASPER R. EANES Chief Financial Officer
/s/ John E. Abdo Vice-Chairman of the Board July 9, 1996
JOHN E. ABDO
/s/ John P. O'Neill President and Director July 9, 1996
JOHN P. O'NEILL
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SIGNATURE TITLE DATE
/s/ Frank V. Grieco Senior Executive Vice July 9, 1996
FRANK V. GRIECO President and Director
/s/ Steven M. Coldren Director July 9, 1996
STEVEN M. COLDREN
/s/ Mary E. Ginestra Director July 9, 1996
MARY E. GINESTRA
Bruno Di Giulian Director
/s/ Charlie C. Winningham, II Director July 9, 1996
CHARLIE C. WINNINGHAM, II
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
5 Opinion of Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.
23.2 Consent of KPMG Peat Marwick LLP
EXHIBIT 5
July __, 1996
Mr. Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 E. Sunrise Boulevard
Fort Lauderdale, FL 33304
Dear Mr. Levan:
We have acted as counsel for BankAtlantic Bancorp, Inc., a Florida
corporation (the "Company"), with respect to the preparation and filing with the
Securities and Exchange Commission of a Form S-8 Registration Statement (the
"Registration Statement") in connection with the registration of 1,000,000
shares of the Company's class A common stock, par value $.01 per share (the
"Class A Common Stock"), issuable pursuant to the BankAtlantic Bancorp 1996
Stock Option Plan (the "Plan").
In connection with our opinion, we have examined the Registration
Statement, including all exhibits thereto, as filed with the Securities and
Exchange Commission, and the Amended and Restated Articles of Incorporation and
Bylaws of the Company, as well as such other documents and proceedings as we
have considered necessary 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 of Class A Common Stock pursuant to the Plan.
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Mr. Alan B. Levan
July __, 1996
Page 2
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 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, and (iv) that all factual information
supplied to us was accurate, true and complete. 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 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 express no opinion as to federal
securities laws or the "blue sky" laws of any state or jurisdiction. This
opinion is rendered as of the date hereof and we assume no obligation to update
or supplement this opinion to reflect any facts or circumstances that may
hereafter change and/or come to our attention.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the 1,000,000 shares of Class A
Common Stock registered under the Registration Statement and issuable in
accordance with 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.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.1
CONSENT OF STEARNS WEAVER MILLER
WEISSLER ALHADEFF & SITTERSON, P.A.
We hereby consent to the inclusion of our opinion letter as an
Exhibit to the Registration Statement on Form S-8 of BankAtlantic Bancorp, Inc.
and to any references to this firm in such registration statement and in the
documents incorporated therein by reference.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
Miami, Florida
July 10, 1996
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EXHIBIT 23.2
ACCOUNTANT'S CONSENT
The Board of Directors
BankAtlantic Bancorp, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK, LLP
Fort Lauderdale, Florida
July 10, 1996
