<PAGE>
As filed with the Securities and Exchange Commission on September 13, 2000.
Registration No. 333-________
================================================================================
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 65-05070804
------------------------------ ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(954) 760-5000
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
--------------
2000 NON-QUALIFIED STOCK OPTION PLAN
--------------
(Full Title of Plans)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
(Name and Address, Including Zip Code, of Agent for Service)
(954) 760-5000
(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
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 Registered(1) Per Share(2) Offering Price(2) Fee(2)
=============================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 per share par 1,704,148 $4.05 $6,901,799 $1,822
value
=============================================================================================
</TABLE>
(1) Pursuant to Rule 416 this Registration Statement shall also cover any
additional shares of Class A Common Stock which may become issuable under
the 2000 Non-Qualified Stock Option 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 prior to 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 year ended
December 31, 1999, filed with the Commission on March 30, 2000.
(2) The Company's Amended Annual Report on Form 10-K/A for the year
ended December 31, 1999, filed with the Commission on May 1,
2000.
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed with the Commission on May 15,2000.
(4) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed with the Commission on August 14,
2000.
(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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of KPMG LLP.
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5.1 above).
II-1
<PAGE>
24.1 Power of Attorney (set forth on the signature page to 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.
(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.
II-2
<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 12th day of
September, 2000.
BANKATLANTIC BANCORP, INC.
By: /s/Alan B. Levan
------------------------------------
Alan B. Levan
Chairman of the Board of Directors,
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan B. Levan and James A. White, his or her true
and lawful attorneys-in-fact and agents, for him or her and in his or her 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
attorneys-in-fact and agents, 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 or she might or could do in person, hereby ratifying
and confirming and confirming all that said attorneys-in-fact and agents or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, the
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 12, 2000
---------------------------- Chief Executive Officer
Alan B. Levan and President,(Principal
Executive Officer)
/s/John E. Abdo Vice-Chairman of the September 12, 2000
---------------------------- Board
John E. Abdo
/s/James A. White Executive Vice President September 12, 2000
---------------------------- and Chief Financial
James A. White Officer,(Principal
Financial and Accounting
Officer)
/s/Steven M. Coldren Director September 12, 2000
----------------------------
Steven M. Coldren
--------------------------- Director September __, 2000
Bruno DiGiulian
/s/Mary E. Ginestra Director September 12, 2000
----------------------------
Mary E. Ginestra
/s/Jarett S. Levan Director September 12, 2000
----------------------------
Jarett S. Levan
/s/Ben A. Plotkin Director September 12, 2000
----------------------------
Ben A. Plotkin
/s/Ira Siegel Director September 12, 2000
----------------------------
Ira Siegel
/s/Charlie C. Winningham, II Director September 12, 2000
----------------------------
Charlie C. Winningham, II
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
23.1 Consent of KPMG LLP.
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A. (included in Exhibit 5.1 above).
II-4
