As filed with the Securities and Exchange Commission on June 6, 2018
Registration Statement No.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDNAT HOLDING COMPANY (Exact name of registrant as specified in its charter)
Michael H. Braun Chief Executive Officer and President FedNat Holding Company 14050 N.W. 14th Street, Suite 180 Sunrise, FL 33323 (800) 293-2532 Copies to: Nina S. Gordon, Nelson Mullins Riley & Scarborough LLP 2 South Biscayne Boulevard, Suite 2100 Miami, Florida 33131 Telephone: (305) 373-9400 (Address, including zip code, and telephone number including area code, of registrant’s principal executive offices and agent for service) From time to time after this Registration Statement becomes effective (Approximate date of commencement of proposed sale to the public) If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
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 Securities Act. ☐ CALCULATION OF REGISTRATION FEE
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine. The information in this prospectus is not complete and may be changed. SUBJECT TO COMPLETION, DATED JULY 16, 2021 PROSPECTUS Up to 3,500,000 Shares of Common Stock FEDNAT HOLDING COMPANY This prospectus relates to up to 3,500,000 shares of our common stock that may being registered hereby. Investing in our securities involves risks, which we describe in our Annual Report on Form 10-K and in other documents that we subsequently file with the Securities and Exchange Commission, Shares of our common stock are traded on the NASDAQ Global Market under the symbol “FNHC.” The closing sale price of our common stock as reported on the NASDAQ Global Market on July 15, 2021 was $2.76 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is
i You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized In this prospectus, we frequently use the CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the information incorporated by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “forecast,” “guidance,” “indicate,” “intend,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probably,” uncertainties related to estimates, assumptions and projections relating to unpaid losses and loss adjustment expenses and other accounting policies; the costs of reinsurance, along with the terms and conditions thereof, assessments charged by various governmental agencies; pricing competition and other initiatives by competitors; the risk of non-collectability of reinsurance; trends in claims and coverage issues (including, but not limited to, the frequency and severity of claims that we might experience now and in the future that differ from the historical trends we may use in pricing and underwriting decisions); the impact of new regulations adopted in Florida and in other states in which we do business that affect the property and casualty insurance market; our ability to obtain regulatory approval for requested rate changes and the timing thereof; climate change; the statutorily approved assessments that support property and casualty insurance pools and associations, which will cause our revenues and operating performance to fluctuate; weather conditions and natural disasters (including, but not limited to, the severity and frequency of storms, hurricanes, tornados and hail); inflation and other changes in economic conditions, including changes in financial markets; legislative and regulatory developments; security breaches and other system disruptions; ii the implications of dependence on investment income and the composition of our investment portfolio; the adequacy of our liability for loss, loss reserves and loss adjustment expense; our relationship with insurance agents, and our ability to recruit and retain them; claims experience and catastrophe losses; ratings by industry services; reliance on key personnel; acts of war and terrorist activities, among other man-made disasters; court decisions and trends in litigation and health care; and other factors set forth in this prospectus, any related prospectus supplement, or in our other filings with the SEC. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference into this prospectus and in the information incorporated by reference are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.In making your decision, you should only rely on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. You must rely on your own examination of our Company. This prospectus summarizes certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents for a more complete understanding of what we discuss in this prospectus. We will make conformed copies of the actual documents available to you upon request. We are subject to the informational requirements of the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC. You can obtain such reports, proxy statements and other information that we file electronically with the SEC on the SEC’s website at http://www.sec.gov. We also make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13 of the Exchange Act available free of charge on our website at www.fednat.com, as soon as reasonably practicable after they are electronically filed with the SEC. The information on our website is not part of FedNat Holding Company 14050 N.W. 14th Street, Suite 180 Sunrise, FL 33323 Tel: (800) 293-2532 We have filed with the SEC a registration This prospectus, iii INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE We are incorporating by reference the documents listed below that we have filed with the SEC, which means we can disclose important information
In addition, all other reports subsequently filed by us Information that we We are not incorporating by reference any iv Overview We are We, through our wholly owned subsidiaries, are authorized to underwrite, and/or place FedNat Insurance Company, Maison Insurance Company, Monarch National Insurance Company, an insurance write homeowners property and casualty insurance in Florida. Through our wholly owned subsidiary, FedNat Underwriters, Inc., we serve as managing general agent for Insurance Company. Corporate Information We were incorporated in Florida in 1991, and changed our name from For further information regarding us and our financial information, you should refer to our filings with the SEC. See “Incorporation of Certain You should carefully consider the specific risks set forth under the caption “Risk Factors” The risks described in the documents referred to above are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, and results of operations. If any of these risks actually occurs, our business, financial condition and results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. All shares of common stock sold pursuant to this prospectus will be offered and sold by the Holders of our voting common stock are entitled to cash dividends when, as and if declared by our board of directors out of funds legally available therefor. The Company has not paid dividends since December 1, 2020. Payment of dividends in the The following description of our capital stock does not constitute a complete description of all of the terms of our capital stock and should be read in conjunction with our articles of incorporation and Capital Stock Our authorized capital stock currently consists of: 50,000,000 shares of 1,000,000 shares of preferred The following summary describes the material terms of our common stock and our preferred stock. The description of our capital stock is qualified by reference to our articles of incorporation and bylaws. Common Stock Our common stock is listed for trading on the NASDAQ Global Market under the symbol “FNHC” and, accordingly, is registered under Section 12(b) of the Exchange Act. As of Dividends. Subject to the rights of the holders of our preferred stock, holders of shares of our common stock are entitled to receive dividends that may be declared by our board of directors out of legally available funds. The ability of our board of directors to declare and pay dividends is limited by our outstanding indentures. Voting Liquidation Other Preferred Stock We are currently authorized to issue up to 1,000,000 shares of preferred stock, none of which are issued and outstanding. Our board of directors, in its sole discretion, may designate and issue one or more classes or series of preferred stock from our authorized and unissued shares of preferred stock, which generally will have rights and preferences senior to our common stock. Subject to limitations imposed by law or our articles of incorporation, our board of directors is empowered to determine: the voting rights, whether special or conditional, full or limited, of each class or series of preferred stock, the designation of the preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series, the redemption prices and terms applicable, if any, to any class or series of preferred stock, whether or not the shares of a class or series will be subject to a retirement or sinking fund and the terms applicable thereto, the dividend rights and dividend rate, if any, for any class or series of preferred stock, the amounts payable on the series upon our liquidation, dissolution or winding-up, the terms and conditions of any conversion rights for the class or series of preferred stock, if any, and the terms and conditions of any other special rights and protective provisions that our board of directors deems advisable. Our ability to pay dividends is limited by outstanding indentures. As of the date of this prospectus, we have $21.0 million outstanding Florida Statutory Anti-Takeover Provisions General. The Florida Business Corporation Act, as amended, or the FBCA, contains provisions that apply to us and that are designed to enhance the ability of our board of directors to respond to and potentially defer attempts to acquire control of The following summarizes the anti-takeover provisions contained in the FBCA. Authorized but Unissued Evaluation of Impact of Acquisition Proposals on Non-Shareholder Control Share thereby allowing management time to mobilize its defenses. These provisions do not apply to shares acquired under, among other things, an agreement or plan of merger or share exchange Affiliated Transactions with Interested the Company. Anti-Takeover Provisions of Our Articles of Incorporation and Bylaws Our articles of incorporation and bylaws currently contain certain provisions that may make it more difficult and time-consuming for shareholders or third parties to influence our management, policies or affairs, and may discourage, delay or prevent a transaction involving a change-in-control of prohibit cumulative voting in the election of our directors, establish a classified board of directors with staggered three-year terms, provide that the written request of holders of record who hold, in the aggregate, a net long position, as defined in our Bylaws, in shares representing at least 25% of the outstanding shares of the Company is required to call special meetings of our shareholders, provide for 50,000,000 shares of authorized common stock, provide for 1,000,000 shares of authorized preferred stock, eliminate the ability of shareholders to take action by written consent in lieu of a shareholder meeting, establish advance notice and disclosure procedures for shareholders to bring matters before a meeting of our shareholders, provide that directors may only be removed from office prior to the expiration of his or her term for cause and upon the affirmative vote of at least two-thirds of the outstanding capital stock entitled to vote for the election of directors, establish advance notice and disclosure requirements for shareholder nomination of directors, and establish majority voting requirements to amend the antitakeover provisions included in the articles of incorporation and bylaws. These provisions could also discourage proxy contests and make it more difficult for our shareholders to elect directors and cause us to take extraordinary corporate actions. In addition, the existence of these provisions, together with Florida law, might hinder or delay an attempted takeover other than through negotiations with our board. As a result, we may be less likely to receive unsolicited offers to acquire us that some of our shareholders might consider beneficial. Indemnification Provisions Florida law authorizes a company to indemnify its directors and officers in certain instances against certain liabilities they may incur by virtue of their relationship with the a violation of the criminal law unless the individual had reasonable cause to believe it was lawful, a transaction in which the individual derived an improper personal benefit, in the case of a director, a circumstance under which certain liability provisions of the FBCA are applicable related to payment of dividends or other distributions or repurchases of shares in violation of the FBCA, or willful misconduct or a conscious disregard for the best interest of the Company in a proceeding by the Company, or a Company shareholder. A Florida corporation also is authorized to purchase and maintain liability insurance for its directors, officers, employees and agent, which we have done. Our articles of incorporation provide that our directors will not be personally liable for monetary damages to us to the fullest extent permitted by Florida law. Our articles of incorporation further provide that we may insure, will indemnify and will advance expenses on behalf of our officers and directors to the fullest extent not prohibited by law. Our bylaws provide that we will indemnify, or advance expenses to, to the fullest extent authorized by the FBCA, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he or she (a) is or was a director of the Company. We are also a party to indemnification agreements with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Transfer Agent and Registrar Computershare is the transfer agent and registrar for our common stock. Convertible Notes. The The shares of common stock issued to the Selling Shareholders are “restricted” shares under applicable federal and state securities laws. The registration of such shares of common stock does not necessarily mean, however, that any of these shares will be offered or sold by the Selling Shareholders. The Selling Shareholders may from time to time offer and sell all or a portion of their shares in the open market, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale The registered shares of common stock may be The Selling Shareholders reserve the sole right to accept or reject, in whole or in part, any proposed purchase of the registered shares of common stock to be made directly or through agents. To the extent that a Selling Shareholder is a broker or dealer, it may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions received by it and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act. As of the date of this prospectus, based on the representations received by the Company from the Selling Shareholders, none of the Selling Shareholders are The following table sets forth information regarding the resale of shares of common stock pursuant to this prospectus, including the number of shares beneficially owned by each Selling Shareholder, the number of shares that may be sold in this offering and the number of shares each Selling Shareholder will own after the offering, assuming it sells all of the shares of common stock offered. Because each Selling Shareholder may dispose of all, none or some portion of the shares, no estimate can be given as to the number of shares that will be beneficially owned by a Selling Shareholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering, none of the shares covered by this prospectus will be beneficially owned by the Selling Shareholders and have further assumed that the Selling Shareholders will not acquire beneficial ownership of any additional shares during the offering. The information appearing in the
Transactions with the Selling Shareholders On April 20, 2021, we closed an offering of $21.0 million in aggregate principal amount of Convertible Notes with the Selling Shareholders pursuant to the 2021 Indenture. The Convertible Notes mature on April 19, 2026 and bear interest at a fixed rate of 5.0% per year, payable in cash on April 15 and October 15 of each year. The Convertible Notes are convertible into shares of our common stock at an initial conversion rate of 166.6667 shares per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of $6.00 per share of common stock, an approximately 33% premium to the closing price of the common stock on April 19, 2021. The conversion rate is subject to adjustment upon the occurrence of certain pro rata capital events, such as stock splits or dividends. The Convertible Notes are convertible at the option of the holder at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. The Convertible Notes are not redeemable at our option. If a change in control of the Company, as defined in the 2021 Indenture, occurs, the Selling Shareholders will have the right to require us to purchase all or a portion of their The Convertible Notes are senior unsecured obligations of the Company and Pursuant to the Registration Rights Agreements we entered into with each of the Selling Shareholders, we have agreed to take steps, within certain time periods specified in the Registration Rights Agreements, to file a registration statement with the Securities and Exchange Commission relating to the resale of the shares of the our common stock to be We are registering the shares of common stock that the Selling Shareholders have acquired, or will acquire from us from time to time upon conversion of the Convertible Notes (see “Selling Shareholders— Transactions with the Selling Shareholders” above) in accordance with the Registration Rights Agreements entered into with the Selling Shareholders at the closing of the transaction, which permit the resale of these shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the shares. We will bear all fees and expenses incident to our performance of or compliance with our obligations to register the shares (excluding any underwriting discounts and selling commissions, stock transfer taxes and excluded fees of the Selling Shareholders’ counsel) whether or not any shares are sold by the Selling Shareholders. The Selling Shareholders may sell all or a portion of the shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares may be sold on any national securities exchange on which the common stock is listed at the time of sale, or in transactions otherwise than on an exchange, and in one or more transactions ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the purchases by an exchange distribution in accordance with the rules of the applicable privately negotiated transactions; settlement of short sales entered into after the broker-dealers may agree with a Selling Shareholder to sell a specified number of shares at a stipulated price per share; through the a combination of any such any other method permitted pursuant to applicable law. The Selling Shareholders also may resell all or a portion of the shares in reliance upon Rule 144 under the provided that the transactions meet the criteria and conform to the requirements of those provisions. The Broker-dealers engaged by the The Selling Shareholders have been advised that The Selling Shareholders and any broker-dealer or agents participating in the distribution of the Each Selling Shareholder has informed the Company that it is not a registered broker-dealer and that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares. Upon the Company being notified in writing by any Selling Shareholder that any material arrangement has been entered into with The Selling Shareholders and any other person participating in the distribution of shares will be We have agreed to pay all fees and expenses incident to our performance of or compliance with our obligations under the Registration Rights Agreements (excluding any underwriting discounts and selling commissions, stock transfer taxes and excluded fees of a Selling Shareholder’s counsel) whether or not Pursuant to the Registration Rights Agreements, we have agreed to indemnify the Selling Shareholders, subject to certain exceptions, to the fullest extent permitted by applicable law, from and against certain losses, including losses arising out of any In the event a claim for indemnification under one of the Registration Rights Agreements is unavailable or insufficient to hold the party making the claim harmless for any Nelson Mullins Riley & Scarborough LLP, a limited liability partnership Our consolidated financial statements PART II Information Not Required in Prospectus
The following table sets forth the various expenses to be incurred by us in connection with the issuance and distribution of the securities being registered hereby. All amounts are estimated except the Securities and Exchange Commission registration fee.
The Registrant has authority under Section
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(a) Rule 415 offering. 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 of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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: (A) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on Rule 430B: (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. II-2 Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (b) Filings incorporating subsequent Exchange Act documents by reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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) Request for acceleration of effective date or filing of registration statement becoming effective upon filing. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.II-3 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida, on
Each person whose signature appears below constitutes and appoints Michael H. Braun and Ronald A. Jordan, or any one of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the Registrant any and all amendments (including post-effective amendments) to this Registration Statement, and any registration statement relating to the offering hereunder pursuant to Rule 462 under the Securities Act of 1933 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 and each of them full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. 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 date indicated. II-4
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