As filed with the Securities and Exchange Commission on March 19, 1997
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ST. JOE CORPORATION
(Exact name of registrant as specified in its charter)
-----------
FLORIDA 59-0432511
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1650 PRUDENTIAL DRIVE, SUITE 400
JACKSONVILLE, FLORIDA 32207
(Address of principal executive offices) (Zip Code)
ST. JOE CORPORATION
SHARES GRANTED PURSUANT TO EMPLOYMENT AGREEMENT
(Full title of the Plan)
PETER S. RUMMELL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ST. JOE CORPORATION
1650 PRUDENTIAL DRIVE, SUITE 400
JACKSONVILLE, FLORIDA 32207
(Name and address of agent for service)
(904) 396-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- ---------- --------- ----- ---
Common Stock 67,287 $88.75 $5,971,721.25 $1,810
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the employment agreement of Peter
S. Rummell by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Common Stock of St. Joe Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low price per share of Common Stock of St. Joe Corporation on March 14,
1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INCORPORATION OF DOCUMENTS BY REFERENCE
St. Joe Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Registrant's report on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(c) The Registrant's SEC File No. 1-10466 on Form 8-A filed with the
SEC on March 16, 1990, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), together with
amendments thereto, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into 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
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant shall indemnify each officer and director, whether or
not then in office, (and his or her executor, administrator and heirs), against
all reasonable expenses actually and necessarily incurred, including but not
limited to, judgments, costs and counsel fees in connection with the defense of
any litigation, civil or administrative action, suit or proceeding, to which he
or she may have been made a party because he or she is or was a director or
officer of the Registrant. He or she shall have no right to reimbursement,
however, in relation to matters as to which he or she had been adjudged liable
to the Registrant for negligence or misconduct in the performance of his or her
duties or was derelict in the performance of his or her duty as director or
officer by reason of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties of his or her office or employment. The right to
indemnity for expenses shall also apply to expenses in connection with suits
that are compromised or settled if (1) the court having jurisdiction of the
action shall approve such settlement, or (2) a majority of the Board of
Directors, excluding interested directors, votes to approve such settlement. As
used in this paragraph an "interested director or officer" is one against whom
the proceeding in question or another proceeding on the same or similar grounds
is then pending.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
Item 8. EXHIBITS
Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of General Counsel of Registrant.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of General Counsel of Registrant is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
Item 9. UNDERTAKINGS
A. 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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 that time
shall be deemed to be the initial bona fide offering thereof and (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 agreement under
which the shares to be registered on this Registration Statement will be issued.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 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, as
amended, 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 this
18th day of March, 1997.
ST. JOE CORPORATION
By: /s/ Peter S. Rummell
----------------------------------------------
Peter S. Rummell
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That each of the undersigned Directors of St. Joe Corporation, a
Florida corporation, which is about to file with the Securities and Exchange
Commission, Washington, D.C. 20459, under the provisions of the Securities Act
of 1933, as amended, a Registration Statement on Form S-8, hereby constitutes
and appoints J. MALCOLM JONES, JR., as his true and lawful attorney-in-fact and
agent, to sign the Registration Statement on Form S-8 and amendments with all
exhibits thereto, and any and all other information and documents in connection
therewith, with the Securities and Exchange Commission, thereby granting to said
attorney-in-fact and agent full power and authority to do and perform any and
all acts and things requisite and confirming all that said attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Peter S. Rummell Chairman of the Board and March 18, 1997
- ------------------------- Chief Executive Officer
Peter S. Rummell (Principal Executive Officer)
/s/ J. Malcolm Jones, Jr. Chief Financial Officer March 18, 1997
- -------------------------- (Principal Financial and
J. Malcolm Jones, Jr. Accounting Officer)
II-4
/s/ Jacob C. Belin Director March 14, 1997
- --------------------------
Jacob C. Belin
/s/ Robert E. Nedley Director March 14, 1997
- --------------------------
Robert E. Nedley
/s/ Russell B. Newton, Jr. Director March 13, 1997
- --------------------------
Russell B. Newton, Jr.
/s/ John J. Quindlen Director March 14, 1997
- --------------------------
John J. Quindlen
/s/ Walter L. Revell Director March 14, 1997
- --------------------------
Walter L. Revell
/s/ Frank S. Shaw, Jr. Director March 18, 1997
- --------------------------
Frank S. Shaw, Jr.
/s/ Winfred L. Thornton Director March 18, 1997
- --------------------------
Winfred L. Thornton
/s/ John D. Uible Director March 17, 1997
- --------------------------
John D. Uible
/s/ Carl F. Zellers, Jr. Director March 17, 1997
- --------------------------
Carl F. Zellers, Jr.
II-5
EXHIBIT INDEX
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
5 Opinion and consent of General Counsel of Registrant.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of General Counsel of Registrant is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.