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As filed with the Securities and Exchange Commission on September 17, 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
------------------- -----------------
(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) (zip code)
BANKATLANTIC BANCORP 1999 STOCK OPTION PLAN
(Full title of the Plan)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(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) 789-3500
Calculation of Registration Fee
<TABLE>
===========================================================================================================
Proposed Proposed
maximum 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)
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share 750,000 $6.125 $4,593,750 $1,277.10
===========================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Class
A Common Stock which may become issuable under the BankAtlantic Bancorp
1999 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, 1998, filed with the Commission on March 26, 1999.
(2) The Company's Amended Annual Report on Form 10-K/A for the 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 Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, filed with the Commission on August 12, 1999.
(5) 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.
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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 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 setforth 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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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.
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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 17th day of
September, 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, September 17, 1999
- ------------------------- President and
Alan B. Levan Chief Executive Officer
/s/ Frank V. Grieco Senior Executive Vice September 17, 1999
- ------------------------- President and Chief
Frank V. Grieco Accounting Officer
/s/ John E. Abdo Vice-Chairman of the September 17, 1999
- ------------------------- Board
John E. Abdo
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SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Steven M. Coldren Director September 17, 1999
- -----------------------------
Steven M. Coldren
/s/ Mary E. Ginestra Director September 17, 1999
- -----------------------------
Mary E. Ginestra
Director September 17, 1999
- -----------------------------
Bruno Di Giulian
/s/ Charlie C. Winningham, II Director September 17, 1999
- -----------------------------
Charlie C. Winningham, II
/s/ Ben A. Plotkin Director September 17, 1999
- -----------------------------
Ben A. Plotkin
/s/ Steven Hickman Director September 17, 1999
- -----------------------------
Steven Hickman
/s/ Jarett Levan Director September 17, 1999
- -----------------------------
Jarett Levan
-5-
EXHIBIT 5
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September 17, 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 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) factual
<PAGE>
Mr. Alan B. Levan
September 17, 1999
Page 2
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.
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STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
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.
/s/ KPMG LLP
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KPMG LLP
Fort Lauderdale, Florida
September 15, 1999
