As filed with the Securities and Exchange Commission on August 27, 2020
File No. 000-56177
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
Amendment No. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
BBX Capital Florida LLC
(Exact Name of Registrant as Specified in Its Charter)
Florida | 82-4669146 | |
(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) |
Registrant’s telephone number, including area code (954) 940-4900
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock
Class B Common Stock
Preferred Share Purchase Rights
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☒ | 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 13(a) of the Exchange Act. ☒
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The Registrant’s information statement (the “Information Statement”) is filed as Exhibit 99.1 to this Form 10 and is incorporated by reference into this Form 10. The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections that are identified below, each of which is incorporated into this Form 10 by reference. In addition, the information in Exhibit 99.2 to this Form 10 is incorporated by reference into Items 13 and 15 of this Form 10.
Item No. | Caption | Information Statement Section(s) Incorporated into the Item by Where the Information Required by this Item is Contained | ||
Item 1. | Business | “Summary,” “Questions and Answers About the Spin-off,” “Summary of the Spin-off,” “Risk Factors,” “The Spin-Off – Relationship Between New BBX Capital and Parent,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information” | ||
Item 1A. | Risk Factors | “Risk Factors” | ||
Item 2. | Financial Information | “Summary,” “Summary Historical and Pro Forma Financial Information,” “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” | ||
Item 3. | Properties | “Business—Properties” | ||
Item 4. | Security Ownership of Certain Beneficial Owners and Management | “Security Ownership of Certain Beneficial Owners and Management” | ||
Item 5. | Directors and Executive Officers | “Management” | ||
Item 6. | Executive Compensation | “Executive Compensation” and “Director Compensation” | ||
Item 7. | Certain Relationships and Related Transactions, and Director Independence | “Management,” “The Spin-Off – Relationship Between New BBX Capital and Parent” and “Certain Relationships and Related Party Transactions” | ||
Item 8. | Legal Proceedings | “Business—Legal Proceedings” | ||
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | “Summary,” “Questions and Answers About the Spin-off,” “Summary of the Spin-off,” “Risk Factors,” “The Spin-off,” “Dividend Policy,” “Executive Compensation” and “Description of Capital Stock” | ||
Item 10. | Recent Sales of Unregistered Securities | “Description of Capital Stock” | ||
Item 11. | Description of Registrant’s Securities to be Registered | “Description of Capital Stock” | ||
Item 12. | Indemnification of Directors and Officers | “Description of Capital Stock—Limitation on Liability and Indemnification of Directors and Officers” | ||
Item 13. | Financial Statements and Supplementary Data | “Unaudited Pro Forma Financial Statements” and “Index to Combined Carve-Out Financial Statements” (and the financial statements referenced therein) | ||
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
Item 15. | Financial Statements and Exhibits
(a) Financial Statements |
“Index to Combined Carve-Out Financial Statements” (and the financial statements referenced therein) | ||
(b) Exhibits | See exhibits listed below |
The following documents are filed as exhibits hereto, unless otherwise indicated:
* | Shares of the Registrant’s Class A Common Stock and Class B Common Stock are expected to be in uncertificated form, unless otherwise required by applicable law or otherwise determined by the Registrant’s Board of Directors. Therefore, no specimen common stock certificates are being filed. |
+ | Previously filed. |
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
BBX Capital Florida LLC | ||
By: | /s/ Raymond S. Lopez | |
Name: Raymond S. Lopez | ||
Title: Chief Financial Officer |
Dated: August 27, 2020