SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BBX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
401 East Las Olas Boulevard, Suite 800,
Fort Lauderdale, Florida
|(Address of principal executive offices)||(Zip Code)|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which
Class A Common Stock, $0.01 par value
Preferred Share Purchase Rights
New York Stock Exchange
New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
☐ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None.
BBX Capital Corporation (the Company) is filing this Registration Statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the approval for listing of the Companys Class A Common Stock, par value $0.01 per share (including the associated Preferred Share Purchase Rights currently attached thereto, as described below), on the New York Stock Exchange. The Companys Class A Common Stock has been approved for listing on the New York Stock Exchange commencing on July 13, 2017 under the ticker symbol BBX. Upon the commencement of trading on the New York Stock Exchange, the Companys Class A Common Stock will cease trading on the OTCQX. The Companys Class B Common Stock will continue trading on the OTCQX under the ticker symbol BBXTB.
Each share of the Companys Class A Common Stock includes an associated Preferred Share Purchase Right pursuant to the Rights Agreement, dated as of September 21, 2009, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
A description of the Companys Class A Common Stock and associated Preferred Share Purchase Rights registered hereunder is contained in the Description of SecuritiesDescription of Capital Stock section of the prospectus forming part of the Companys Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 16, 2017 (File No. 333- 216751), which is incorporated herein by reference. In addition, with respect to the Preferred Share Purchase Rights, the description thereof contained in the Companys Registration Statement on Form 8-A filed with the Securities and Exchange Commission on September 25, 2009 (File No. 000-09811) is also incorporated herein by reference.
Any form of prospectus subsequently filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which includes a description of the securities registered hereunder shall be deemed to be incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits to Form 8-A, no exhibits are required to be filed herewith because the securities being registered hereunder are (a) being registered on an exchange on which no other securities of the Company are currently registered and (b) are not being registered pursuant to Section 12(g) of the Exchange Act.
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|BBX CAPITAL CORPORATION|
|Date: July 10, 2017||By:||/s/ Raymond S. Lopez|
|Raymond S. Lopez,|
|Executive Vice President and Chief Financial Officer|