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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA PANTHERS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0676005
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 EAST LAS OLAS BOULEVARD, FORT LAUDERDALE, FLORIDA 33301
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
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(Full Title of the Plan)
RICHARD L. HANDLEY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
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(Name and address of agent for service)
(954) 712-1300
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(Telephone number, including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE PRICE (2) REGISTRATION FEE
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Class A Common Stock, par
value $.01 per share (3) 5,000,000 shares(4) $17.84375(2) $89,218,750 $12,634(4)
(1) This Registration Statement also covers an indeterminate amount
of securities to be offered or sold as a result of any
adjustments from stock splits, stock dividends or similar
transactions, pursuant to Rule 416 under the Securities Act of
1933, as amended.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of
1933, as amended.
(3) Represents shares issuable upon the exercise of options granted
and/or to be granted under the Registrant's Amended and Restated
1996 Stock Option Plan.
(4) Consists of 2,600,000 shares previously registered on a
Registration Statement on Form S-8 (Registration No. 333-22689),
which are being carried forward and included in this
Registration Statement on Form S-8 pursuant to General
Instruction E to Form S-8. The Registrant paid a registration
fee of $20,085 on March 4, 1997 in connection with the original
registration of the 2,600,000 shares. Therefore, a registration
fee of $12,634 covering the remaining 2,400,000 shares has been
included with this Registration Statement on Form S-8.
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EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction
E to Form S-8, for the purpose of registering 2,400,000 additional securities to
be offered pursuant to the Amended and Restated 1996 Stock Option Plan (the
"1996 Plan") of Florida Panthers Holdings, Inc. (the "Company"). A registration
statement on Form S-8 (No. 333-22689), filed with the Securities and Exchange
Commission (the "Commission") on March 4, 1997 to register 2,600,000 shares of
common stock offered pursuant to the Company's 1996 Stock Option Plan, is
currently effective and is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8,
which have been incorporated by reference into this Registration Statement on
Form S-8 pursuant to Item 3 of Part II hereof, will be made available to
participants in the Florida Panthers Holdings, Inc. Amended and Restated 1996
Stock Option Plan, as specified by Rule 428(b)(1) promulgated by the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). Such
document(s) constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant under the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement on Form S-8:
a. The Registrants' Annual Report on Form 10-K for the fiscal
year ended June 30, 1997.
b. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
c. The Registrant's Current Reports on Form 8-K filed July 1,
1997, August 27, 1997 (as amended by Form 8-K/A filed October 27, 1997)
and November 17, 1997.
d. The Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission (the "Commission") on July 9,
1997, and any amendment or report filed with the Commission for the purpose of
updating such description, under the Exchange Act.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such document
with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain attorneys at Akerman, Senterfitt & Eidson, P.A., the
Registrant's legal counsel, purchased shares of Class A Common Stock in the
Registrant's Concurrent Offering and Initial Public Offering, each of which
closed on November 18, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW. Section 145(a) of the Delaware General
Corporation Law (the "GCL") provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.
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Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of is or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
CERTIFICATE OF INCORPORATION AND BYLAWS. The Registrant's Certificate of
Incorporation provides that a director shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the GCL, as the same exists or may be amended. However, such
provision does not eliminate or limit the liability of a director for acts or
omissions not in good faith or for breaching his or her duty of loyalty,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
The Registrant's Bylaws provides that the Registrant shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any director or officer who was or is made
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of the Registrant or, while a director or
officer of the Registrant, is or was serving at the written request of the
Registrant as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such director or officer.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality of the
securities being offered hereunder
10.1 -- Florida Panthers Holdings, Inc. Amended and Restated 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form S-4 (Regis. No. 333-28951))
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed as
Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature page hereto
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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;
(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; and
(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 paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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.
C. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Florida
Panthers Holdings, Inc. (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 on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on the 1st day of December, 1997.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ William M. Pierce
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William M. Pierce
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of William M. Pierce and Richard L.
Handley as his or her true and lawful attorney-in-fact and agent 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 to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities on
the date indicated.
SIGNATURE TITLE DATE
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/s/ H. WAYNE HUIZENGA Chairman of the Board (Principal December 1, 1997
- ----------------------------------------------------- Executive Officer)
H. Wayne Huizenga
/s/ RICHARD C. ROCHON Vice Chairman December 1, 1997
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Richard C. Rochon
/s/ RICHARD H. EVANS President and Director December 1, 1997
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Richard H. Evans
/s/ WILLIAM M. PIERCE Senior Vice President and Chief December 1, 1997
- ----------------------------------------------------- Financial Officer (Principal
William M. Pierce Financial Officer)
/s/ STEVEN M. DAURIA Vice President and Corporate December 1, 1997
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)
/s/ STEVEN R. BERRARD Director December 1, 1997
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Steven R. Berrard
/s/ DENNIS J. CALLAGHAN Director December 1, 1997
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Dennis J. Callaghan
/s/ MICHAEL S. EGAN Director December 1, 1997
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Michael S. Egan
/s/ CHRIS EVERT Director December 1, 1997
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Chris Evert
Director December 1, 1997
/s/ HARRIS W. HUDSON
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Harris W. Hudson
/s/ GEORGE D. JOHNSON, JR. Director December 1, 1997
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George D. Johnson, Jr.
/s/ HENRY LATIMER Director December 1, 1997
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Henry Latimer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality
of the securities being offered hereunder
10.1 -- Florida Panthers Holdings, Inc. Amended and Restated 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form S-4 Regis. No. 333-28951))
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature page
hereto
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