As filed with the Securities and Exchange Commission on May 31, 2019

Registration No. 333-             



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 



FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 



 

 



BBX CAPITAL CORPORATION

 



(Exact name of registrant as specified in its charter)

 

Florida

 

59-2022148

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida

 

33301

(Address of Principal Executive Offices)

 

(Zip Code)

 



BBX Capital Corporation Amended and Restated 2014 Incentive Plan 

 



(Full title of the plan)

 



 

 



Alan B. Levan

Chairman and Chief Executive Officer 

BBX Capital Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

 



(Name and address of agent for service)

 



 

 



(954) 940-4900

 

                                             (Telephone number, including area code, of agent for service)



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and "emerging growth company"  in Rule 12b-2 of the Exchange Act.



Large accelerated filer                    Accelerated filer 

Non-accelerated filer   (Do not check if a smaller reporting company)    Smaller reporting company 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    



CALCULATION OF REGISTRATION FEE



 

 

 


offering price
per share(2)

 

 

 

 

 

 

Title of

securities to be registered

 

Amount to be
registered(1)

 

Proposed

maximum
offering price
per share(2)

 

Proposed

maximum aggregate

offering price(2)

 

Amount of

registration fee(2)

 

Class A Common Stock, par value $0.01 per share(3)

 

2,500,000

 

$4.29

 

$10,725,000

 

$1,299.87



(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s Class A Common Stock which may become issuable under the BBX Capital Corporation Amended and Restated 2014 Incentive Plan, as amended, 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 the registrant’s Class A Common Stock.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the registrant’s Class A Common Stock on the New York Stock Exchange on May 29, 2019.

(3) Each share of Class A Common Stock registered hereunder includes an associated right to purchase from the registrant one one-hundredth of a share of Series A Junior Participating Preferred Stock for $8.00. These purchase rights are not exercisable until the occurrence of certain prescribed events, none of which has occurred. These purchase rights are, and until the occurrence of any such prescribed event these purchase rights will be, evidenced by the certificates representing the associated shares of Class A Common Stock, and may be transferred only with such shares of Class A Common Stock. The value attributable to these purchase rights, if any, is reflected in the value of the associated shares of Class A Common Stock.

 


 

Explanatory Note 



At the 2019 Annual Meeting of Shareholders of BBX Capital Corporation (the “Company”), the Company’s shareholders approved an amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan, as amended (the “Plan”), which increased the number of shares of the Company’s Class A Common Stock available for grant under the Plan from 800,000 shares to 3,300,000 shares. The Company is filing this Registration Statement to register the additional 2,500,000 shares of Class A Common Stock available for grant under the Plan as a result of the amendment, as well as the Preferred Share Purchase Rights associated with each share of the Company’s Class A Common Stock being registered hereunder.  



The securities registered hereunder are of the same class as the one of the classes of securities of the Company registered under the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 2, 2014 (Registration No. 333- 197195), August 14, 2015 (Registration No. 333- 206371), May 26, 2017 (Registration No. 333- 218265)  and May 25, 2018 (Registration No. 333-  225211) (the “Earlier Registration Statements”).  Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.



 


 

Part II



INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.



The following documents previously filed by the Company with the Commission are incorporated herein by reference:



·

The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 12, 2019.



·

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 6, 2019.



·

The Company’s Current Report on Form 8-K, filed with the Commission on March 4, 2019.



·

The Company’s Current Report on Form 8-K, filed with the Commission on March 25, 2019.



·

The Company’s Current Report on Form 8-K, filed with the Commission on May 16, 2019.



·

The Company’s Current Report on Form 8-K, filed with the Commission on May 24, 2019.



·

The Company’s Current Report on Form 8-K, filed with the Commission on May 30, 2019.



·

The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 15, 2019, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



·

The description of the Company’s Class A Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on July 10, 2017, and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description.



·

The description of the Company’s Preferred Share Purchase Rights contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on September 25, 2009,  and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description.



All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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.

 


 



Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



Item 8.  Exhibits.



The following exhibits are filed herewith:



Exhibit

NumberDescription



5.1Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.



23.1  Consent of Grant Thornton LLP



23.2  Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)



24.1Power of Attorney (set forth on the signature pages to this Registration Statement)



 


 

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 May 31, 2019.



BBX CAPITAL CORPORATION





By:/s/ Alan B. Levan    

Alan B. Levan,

Chairman and Chief Executive Officer 



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Alan B. Levan and John E. Abdo, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to execute 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 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 might or could do in person, hereby ratifying 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



31

 

 

SIGNATURE

TITLE

DATE



 

 

/s/ Alan B. Levan

Chairman and Chief Executive Officer 

May 31, 2019

Alan B. Levan

 

 



 

 

/s/ John E. Abdo

John E. Abdo

Vice Chairman

May 31, 2019



 

 

/s/ Jarett S. Levan

President and Director

May 31, 2019

Jarett S. Levan

 

 



 

 

/s/ Seth M. Wise

Executive Vice President and Director

May 31, 2019

Seth M. Wise

 

 



 

 

/s/ Raymond S. Lopez

Raymond S. Lopez

Executive Vice President, Chief Financial Officer and Principal Accounting Officer

May 31, 2019



 

 

 


 



 

 

/s/ Norman H. Becker

Director

May 31, 2019

Norman H. Becker

 

 



 

 

/s/ Andrew R. Cagnetta, Jr.

Director

May 31, 2019

Andrew R. Cagnetta, Jr.

 

 



 

 

/s/ Darwin Dornbush

Director

May 31, 2019

Darwin Dornbush

 

 



 

 

/s/ Willis N. Holcombe

Director

May 31, 2019

Willis N. Holcombe

 

 



 

 

/s/ Oscar Holzmann

Director

May 31, 2019

Oscar Holzmann

 

 



 

 

/s/ Joel Levy

Director

May 31, 2019

Joel Levy

 

 



 

 

/s/ William Nicholson

Director

May 31, 2019

William Nicholson

 

 



 

 

/s/ Anthony P. Segreto

Director

May 31, 2019

Anthony P. Segreto

 

 



 

 

/s/ Neil Sterling

Director

May 31, 2019

Neil Sterling

 

 



 

 

/s/ Charlie C. Winningham, II

Director

May 31, 2019

Charlie C. Winningham, II

 

 



 

 

/s/ Steven M. Coldren

Director

May 31, 2019

Steven M. Coldren