As filed with the Securities and Exchange Commission on July 16, 1998
Registration No. 333-58587
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
to
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
10457-110 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:
Linda Y. Kelso
Julia B. Davis
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
This Amendment No. 1 to Form S-8 Registration Statement No. 333-58587 is
being filed for the purpose of filing Exhibit 4C Form of Nonqualified
Stock Option Agreement (Non-Employee Director) which was inadvertently
omitted from the original filing.
Item 8. Exhibits
4A. Mobile America Corporation Incentive Plan (Filed as
Exhibit 4A to registrant's Form S-8 filed August 16,
1996 and incorporated herein by reference)
4B. Form of Option Award Agreement (Filed as Exhibit 4B to
registrant's Form S-8 filed August 16, 1996 and
incorporated herein by reference)
4C. Form of Nonqualified Stock Option Agreement (Non-
Employee Director)
5. Opinion of Foley & Lardner as to the legality of the
securities to be issued (previously filed)
23A. Consent of Foley & Lardner (included in Opinion filed
as Exhibit 5)
23B. Consent of Price Waterhouse (previously filed)
24. Power of Attorney (included on signature page of 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 Jacksonville, State of Florida,
on July 16, 1998.
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: July 16, 1998 /s/ Allan J. McCorkle
Allan J. McCorkle, Chairman of the
Board, President and Chief Executive
Officer (Principal Executive Officer)
Date: July 16, 1998 /s/ Thomas L. Stinson
Thomas L. Stinson, Chief Financial Officer
(Principal Financial Officer)
Date: July 16, 1998 /s/ Jack H. Chambers
Jack H. Chambers, Director
Date: July 16, 1998 /s/ J. Michael Garrity
J. Michael Garrity, Director
Date: July 16, 1998 /s/ Thomas J. McCorkle
Thomas J. McCorkle, Director
Date: July 16, 1998 /s/ Thomas E. Perry
Thomas E. Perry, Director
Date: July 16, 1998 /s/ R. Lee Smith
R. Lee Smith, Director
Date: July 16, 1998 /s/ Robert Thomas, III
Robert Thomas, III, Director
Date: July 16, 1998 /s/ Randal L. Ringhaver
Randal L. Ringhaver, Director
EXHIBIT INDEX
Sequential
Page No.
4A. Mobile America Corporation Incentive Plan (Filed as
Exhibit 4A to registrant's Form S-8 filed August
16, 1996 and incorporated herein by reference)
4B. Form of Option Award Agreement (Filed as Exhibit 4B
to registrant's Form S-8 filed August 16, 1996 and
incorporated herein by reference)
4C. Form of Nonqualified Stock Option Agreement (Non-
Employee Director)
5. Opinion of Foley & Lardner as to the legality of
the securities to be issued (previously filed)
23A. Consent of Foley & Lardner (included in Opinion
filed as Exhibit 5)
23B. Consent of Price Waterhouse (previously filed)
24. Power of Attorney (included on signature page of
this Registration Statement)