As filed with the Securities and Exchange Commission on July 9, 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
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
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(Address of principal executive offices) (zip code)
RYAN BECK & CO., INC. 1986 STOCK OPTION PLAN
RYAN BECK & CO., INC. 1996 STOCK OPTION PLAN
RYAN BECK & CO., INC. 1997 LONG-TERM STOCK INCENTIVE PLAN
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(Full title of the Plans)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(Name and address of agent for service)
(954) 760-5000
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(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
<TABLE>
Calculation of Registration Fee
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee(1)
<CAPTION>
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share 324,150 $11.72 $3,799,038 $1,120.72
==================================================================================================
</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 Class A Common Stock on the New York Stock Exchange as of a date within
five business days preceding the date of filing of this Registration
Statement.
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<PAGE>
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, 1997, filed with the Commission on March 13, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed with the Commission on May 15, 1998.
(3) The Company's Current Reports on Form 8-K filed with the Commission on
February 13, 1998 and March 19, 1998.
(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
8-A, filed with the Commission on June 25, 1997.
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
Not applicable.
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.
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 Articles of Amendment to Amended and Restated Articles of
Incorporation of the Registrant (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed on March 13, 1998).
4.3 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).
<PAGE>
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.
(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.
<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 Fort Lauderdale, State of Florida, on the 9th day of
July, 1998.
BANKATLANTIC BANCORP, INC.
By: /s/Alan B. Levan
--------------------------------
Alan B. Levan,
Chairman of the Board, President
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, 1998
- ---------------------------- President and
Alan B. Levan Chief Executive Officer
/s/Jasper R. Eanes Executive Vice President, July 9, 1998
- ---------------------------- Chief Financial Officer
Jasper R. Eanes
/s/John E. Abdo Vice-Chairman of the July 9, 1998
- ---------------------------- Board
John E. Abdo
/s/Steven M. Coldren Director July 9, 1998
- ----------------------------
Steven M. Coldren
/s/Mary E. Ginestra Director July 9, 1998
- ----------------------------
Mary E. Ginestra
/s/Bruno Di Giulian Director July 9, 1998
- ----------------------------
Bruno Di Giulian
/s/Charlie C. Winningham, II Director July 9, 1998
- ----------------------------
Charlie C. Winningham, II
/s/Ben Plotkin Director July 9, 1998
- -------------------------
Ben Plotkin
<PAGE>
EXHIBIT 5
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July 8, 1998
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 324,150 shares
of the Company's class A common stock, par value $.01 per share (the "Class A
Common Stock"), issuable pursuant to (i) the Ryan Beck & Co., Inc. 1986 Stock
Option Plan, (ii) the Ryan Beck & Co., Inc. 1996 Stock Option Plan and (iii) the
Ryan Beck & Co., Inc. 1997 Long-Term Stock Incentive Plan (each a "Plan" and
collectively the "Plans"). The Plans were assumed by the Company pursuant to an
Acquisition Agreement, dated as of February 9, 1998, between the Company, Ryan
Beck & Co., Inc. and BCP Acquisition Corporation.
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, as
amended, 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
Plans.
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 shares of Class A Common Stock
registered under the Registration Statement and issuable in accordance with the
Plans will, if and when issued and delivered by the Company against payment of
adequate consideration therefor in with the terms and conditions of the Plan
pursuant to which such shares are to be issued, be validly issued, fully paid
and non-assessable.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
<PAGE>
EXHIBIT 23.1
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CONSENT OF COUNSEL
We hereby consent to the use 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 8, 1998
<PAGE>
EXHIBIT 23.2
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ACCOUNTANTS' CONSENT
The Board of Directors
BankAtlantic Bancorp Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
Ft. Lauderdale, Florida
July 8, 1998
