As filed with the Securities an
d Exchange Commission on
June
10
,
201
6
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
,
D.C.
20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BBX CAPITAL
CORPORATION
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(Exact
name of registrant as specified in its c
harter)
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Florida
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65-0507804
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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401
East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida
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3
330
1
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(Address of Principal Executive Offices)
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(
Zip Code)
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BBX Capital
Corporation
20
14
Stock Incentive
Plan
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(Full
t
itle of the
p
lan)
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Jarett S
. Levan
Acting
Chairman
and
Chief
Executive Officer
;
President
BBX Capital
Corporation
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida
33301
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(Name and a
ddress of
agent for s
ervice)
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(954) 940-
4
0
00
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(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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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
CALCULATION OF REGIS
T
RATION FEE
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offering price
per share(2)
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Title of
securities to be registered
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Amount to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum aggregate
offering price(2)
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Amount of
registration fee(2)
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Class A C
ommon
S
tock, par value $0.01 per share
(3)
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1,000,000
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$
14.50
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$
14,500,000
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$
1,460.15
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(1)
Pursuant to Rule 416
under the Securities Act of 1933,
as amended (the “Securities Act”),
this
R
egistration
S
tatement shall also cover any additional shares of
the registrant’s
Class A Common Stock
which may become issuable under
the
BBX Capital
Corporation 20
14
Stock Incentive
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 the registrant’s
Class A
Common Stock.
(2) Estimated solely for purposes of calculating the regist
ration fee pursuant to Rule 45
7(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 S
tock
on the
New York Stock Exchange
on
Jun
e
9
, 2
01
6
.
(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 $25.00. 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 201
6
Annual Meeting of Shareholders of
BBX Capital
Corporation (the “Company”),
the
Company’s
shareholders approved an amendment (the “Amendment”) to the
BBX Capital
Corporation 2014
Stock Incentive Plan
, as amended
(the “Plan”)
,
to
increase the number of shares of the Company’s Class
A
Common Stock available for grant under the
P
lan from
1,0
00,000 shares to
2
,
0
00,000 shares
.
The Company is filing this Registration Statement to register the additional
1
,000,000 shares of Class
A
Common Stock available for grant under the Plan as a result of the Amendment
. The Company is also registering hereunder the
P
referred
S
hare
P
urchase
R
ights associated with each share of Class A Common Stock being registered hereunder
.
The
securities
registered hereunder are of the same class
es
as
the
securities of the Company
registered under
the Company’s
Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on
July
11
, 2014
(Registration No. 333-
197357
) (the “Earlier Registration Statement”).
Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
P
art
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:
(1)
The Company’s Annual Report
on Form 10-K for the year ended
December 31, 20
1
5
, filed with the Commission on
March
1
5
, 201
6
.
(2)
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 20
1
6
, filed with the Commission on May
6
, 20
1
6
.
(
3
)
The Company’s Current Report on Form 8-K, filed with the Commission on
March 23, 2016
.
(4)
The Company’s Current Report on Form 8-K, filed with the Commission on May 25, 2016.
(
5
)
T
he portions of
the Company’s
Definitive Proxy Statement on Schedule 14A, filed with the
Commission
on
April
2
5
, 201
6
, that are deemed “filed” with the
Commission
under the Securities Exchange Act of 1934
, as amended (the “Exchange Act”).
(
6
)
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 June 25, 1997, and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description, including the
Company’s
Current Report on Form 8-K, filed with the Commission on July 11, 2014.
(
7
)
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 February 7, 2013, 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 s
ecurities then remaining unsold
,
shall be deemed to be incorporated by reference into this
R
egistration
S
tatement 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
R
egistration
S
tatement 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, ex
cept
as so modified or superseded, to constitute a part of this
R
egistration
S
tatement.
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
Grant Thornton LLP
with respect to its report on the financial statements of the Company
23.2
Consent of
Grant Thornton LLP
with respect to its report on the financial statements of Woodbridge Holdings, LLC
23.3
Consent of
PricewaterhouseCoopers LLP
with respect to its report on the financial statements of the Company
23.4
Consent of
PricewaterhouseCoopers LLP
with respect to its report on the financial statements of Woodbridge Holdings, LLC
23.
5
Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1
Power of Attorney (set forth on the signature page
s
to this
R
egistration
S
tatement
)
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
R
egistration
S
tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of
Fort Lauderdale
, State of Florida, on
Jun
e
10
, 20
1
6
.
BBX CAPITAL
CORPORATION
By:
/s/
Jarett S. Levan
Jarett S. Levan
,
Acting
Chairman
and
Chief Executive Officer
;
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint
Jarett S. 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.
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SIGNATURE
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TITLE
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DATE
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/s/ Jarett S. Levan
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Acting Chairman and
Chief Executive
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June 10, 2016
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Jarett S. Levan
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Officer; President
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/s/ John E. Abdo
John E. Abdo
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Vice Chairman
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June 10, 2016
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/s/ Raymond S. Lopez
Raymond S. Lopez
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Executive Vice President and Chief Financial Officer
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June 10, 2016
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/s/ David M. Friedman
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Managing Director and Chief
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June 10, 2016
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David M. Friedman
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Accounting Officer
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/s/
Steven M. Coldren
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Director
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June 10, 2016
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Steven M. Coldren
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/s/
Charlie C. Winningham, II
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Director
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June 10, 2016
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Charlie C. Winningham, II
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/s/
Norman H. Becker
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Director
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June 10, 2016
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Norman H. Becker
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/s/
Willis N. Holcombe
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Director
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June 10, 2016
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Willis N. Holcombe
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/s/ Anthony
P. Segreto
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Director
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June 10, 2016
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Anthony
P. Segreto
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EXHIBIT INDEX
Exhibit
Number
Description
5.1
Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1
Consent of
Grant Thornton LLP
with respect to its report on the financial statements of the Company
23.2
Consent of
Grant Thornton LLP
with respect to its report on the financial statements of Woodbridge Holdings, LLC
23.3
Consent of
PricewaterhouseCoopers LLP
with respect to its report on the financial statements of the Company
23.4
Consent of
PricewaterhouseCoopers LLP
with respect to its report on the financial statements of Woodbridge Holdings, LLC
23.5
Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1
Power of Attorney (set forth on the signature pages to this Registration Statement)