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As filed with the Securities and Exchange Commission on February 26, 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
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0507804
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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 BANCORP 1999 NON-QUALIFIED STOCK OPTION 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
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(Telephone number, including area code,
of agent for service)
With a Copy To:
Alison W. Miller, Esq.
Michael I. Keyes, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3500
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title 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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<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share 750,000 $7 7/16 $5,578,125.00 $1,550.72
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(1) This Registration Statement shall also cover any additional shares of Class
A Common Stock which may become issuable under the BankAtlantic Bancorp
1999 Non-Qualified Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
receipt of consideration which results in an increase in the number of
outstanding shares of Class A Common Stock.
(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.
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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, 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 Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, filed with the Commission on August 14, 1998.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed with the Commission on November 16, 1998.
(5) The Company's Current Report on Form 8-K, filed with the Commission on
March 19, 1998.
(6) 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.the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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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.
(included as part of Exhibit 5 above).
23.2 Consent of KPMG 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.
(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.
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(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 26th day of
February, 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, February 26, 1999
- ---------------------------- President and Chief
Alan B. Levan Executive Officer
/s/ Frank V. Grieco Senior Executive February 26, 1999
- ---------------------------- Vice President and
Frank V. Grieco Chief Accounting Officer
/s/ John E. Abdo Vice-Chairman of the February 26, 1999
- ---------------------------- Board
John E. Abdo
Director February 26, 1999
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Steven M. Coldren
/s/ Mary E. Ginestra Director February 26, 1999
- ----------------------------
Mary E. Ginestra
/s/ Bruno DiGiulian Director February 26, 1999
- ----------------------------
Bruno Di Giulian
/s/ Charlie C. Winningham,II Director February 26, 1999
- ----------------------------
Charlie C. Winningham, II
/s/ Ben A. Plotkin Director February 26, 1999
- ----------------------------
Ben A. Plotkin
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EXHIBIT 5
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February 26, 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 750,000 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 1999 Non-Qualified
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, 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)factualrecitals 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,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
/s/ Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
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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 LLP
Fort Lauderdale, Florida
February 25, 1999
