As filed with the Securities and Exchange Commission on July 8, 1999
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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BANKATLANTIC BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Florida 65-050780
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(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)
BANKATLANTIC SECURITY PLUS PLAN
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(Full title of the Plan)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise
Boulevard
Fort Lauderdale, Florida 33304
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(Name and address of agent for service)
(954) 760-5000
--------------
(Telephone number, including area code,
of agent for service)
With a Copy To:
Michael I. Keyes, 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
<TABLE>
<CAPTION>
============================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered(1) registered per share(2) offering price(2) fee(2)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share 150,000 $7.125 $1,068,750 $297.12
============================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) 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.
<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 fiscal year ended
December 31, 1998, filed with the Commission on March 26, 1999.
(2) The Company's Amendment to Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1998, filed with the Commission on April 30,
1999.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 12, 1999.
(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 and by the BankAtlantic
Security Plus Plan 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.
-1-
<PAGE>
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 Company (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)).
5.1 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 KPMG LLP.
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement).
Item 1. 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;
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<PAGE>
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.
(d) The registrant undertakes that it will submit or it has submitted
the BankAtlantic Security Plus Plan (the "Plan") and any restatement
thereof or amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 and the Internal Revenue Code
of 1986, as amended.
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<PAGE>
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 Fort Lauderdale, State of Florida, on the 8th day of
July, 1999.
BANKATLANTIC BANCORP, INC.
By: /s/ Alan B. Levan
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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 8, 1999
- -------------------- President and
Alan B. Levan Chief Executive Officer
/s/ Frank V. Grieco Senior Executive Vice President July 8, 1999
- -------------------- and Principal Financial
Frank V. Grieco and Accounting Officer
/s/ John E. Abdo Vice-Chairman of the Board July 8, 1999
- --------------------
John E. Abdo
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Steven M. Coldren Director July 8, 1999
- -----------------------------
Steven M. Coldren
Director July 8, 1999
- -----------------------------
Mary E. Ginestra
/s/ Bruno DiGiulian Director July 8, 1999
- -----------------------------
Bruno Di Giulian
/s/ Charlie C. Winningham,II Director July 8, 1999
- ----------------------------
Charlie C. Winningham, II
/s/ Ben A. Plotkin Director July 8, 1999
- ----------------------------
Ben A. Plotkin
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 8th day of July, 1999.
BANKATLANTIC SECURITY PLUS PLAN
By: /s/Lewis Sarrica
--------------------
Lewis Sarrica, as trustee
By: /s/Susan McGregor
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Susan McGregor, as trustee
By: /s/Anne Chernovy
--------------------
Anne Chernovy, as trustee
<PAGE>
EXHIBIT 5.1
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July 8, 1999
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 150,000 shares
of the Company's Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), issuable pursuant to the BankAtlantic Security Plus 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, 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
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 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
Plan will, if and when issued and delivered by the Company against payment of
adequate consideration therefor in accordance with the terms and conditions of
the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter as an exhibit to
the Registration Statement and to any references to this firm in the
Registration Statement and in the documents incorporated therein by reference.
Very truly yours,
/s/ Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
----------------------------------
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
<PAGE>
EXHIBIT 23.2
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ACCOUNTANTS' CONSENT
The Board of Directors
BankAtlantic Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of BankAtlantic Bancorp, Inc. of our report dated January 29, 1999,
relating to the consolidated statements of financial condition of BankAtlantic
Bancorp, Inc. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report appears in the December 31, 1998, annual report
on Form 10-K of BankAtlantic Bancorp, Inc.
/s/ KPMG LLP
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KPMG LLP
Fort Lauderdale, Florida
July 7, 1999
