As filed with the Securities and Exchange Commission on August 16, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOBILE AMERICA CORPORATION
(Exact Name of registrant as specified in its charter)
Florida 59-1218935
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
10475-110 Fortune Parkway, Jacksonville, Florida 32256
(Address of principal executive offices) (zip code)
MOBILE AMERICA CORPORATION INCENTIVE PLAN
(Full title of the Plan)
Allan J. McCorkle
President and Chief Executive Officer
Mobile America Corporation
10475-110 Fortune Parkway
Jacksonville, Florida 32266
(Name and address of agent for service)
(904) 363-6339
(Telephone number, including area code, of agent for service)
Copy to:
Jack H. Chambers
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
Calculation of Registration Fee
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price offering registra-
be registered registered(1) per share(2) price(2) tion fee
Common Stock 82,500 $9.62 $ 793,650.00 $273.67
$0.025 par 10,000 9.38 93,800.00 32.34
value 107,500 10.625 1,142,187.50 393.86
------- ------------ --------
200,000 $2,029,637.50 $699.88
(1) Plus an indeterminate number of shares which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, the amounts shown are based (i) on 82,500 shares subject
to outstanding options having an exercise price of $9.62 per share, 10,000
shares subject to outstanding options having an exercise price of $9.38
per share, (ii) and 107,500 shares reserved for future grants under the
plan, the registration fee for which has been calculated on the basis of
the average of the bid and asked prices of the registrant's Common Stock
as reported on the Nasdaq Over-the-Counter Market on August 13, 1996.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, including portions of the registrant's
definitive proxy statement for its 1996 annual meeting of
stockholders to the extent specifically incorporated therein;
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996;
(c) The description of the registrant's Common Stock, par
value $0.025 per share set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934; and
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall
be deemed incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Jack H. Chambers, a director of the registrant, is of counsel to the
law firm of Foley & Lardner, which firm performs legal services for the
registrant from time to time.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances. The registrant's
Articles of Incorporation provides that the registrant shall indemnify
officers and directors consistent with the Florida Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4A. Mobile America Corporation Incentive Plan
4B. Form of Option Agreement
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Cherry, Bekaert & Holland, L.L.P.
24. Power of Attorney (included on signature page of this
registration statement)
Item 8. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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 the 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 purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Articles of Incorporation or
Bylaws of the registrant 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 Securities
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 the 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 Securities Act and will be governed by
the final adjudication of such issue.
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 Jacksonville, State of Florida,
on August 14, 1996.
MOBILE AMERICA CORPORATION
By/s/ Allan J. McCorkle
Allan J. McCorkle, President and Chief
Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes
and appoints Allan J. McCorkle and Thomas J. McCorkle, and each or any of
them, 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 sign any and all
amendments (including post-effective amendments to this registration
statement and any and all registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933), and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, and grants 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 in and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or his or her 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.
Date: August 14, 1996 /s/ Allan J. McCorkle
Allan J. McCorkle, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 1996 /s/ Thomas L. Stinson
Thomas L. Stinson, Vice President,
Financial Reporting (Principal Financial
Officer)
Date: August 14, 1996 /s/ Jack H. Chambers
Jack H. Chambers, Director
Date: August 14, 1996 /s/ J. Michael Garrity
J. Michael Garrity, Director
Date: August 14, 1996 /s/ Thomas J. McCorkle
Thomas J. McCorkle, Director
Date: August 14, 1996 /s/ Thomas E. Perry
Thomas E. Perry, Director
Date: August 14, 1996 /s/ R. Lee Smith
R. Lee Smith, Director
Date: August 14, 1996 /s/ Robert Thomas, III
Robert Thomas, III, Director
EXHIBIT INDEX
Item 8. Exhibits.
4A. Mobile America Corporation Incentive Plan
4B. Form of Option Agreement
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Cherry, Bekaert & Holland, L.L.P.
24. Power of Attorney (included on signature page of this
registration statement)