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As filed with the Securities and Exchange Commission on October 21, 1998
Registration Statement 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
THRIFT MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 65-0309540
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3141 WEST HALLANDALE BEACH BOULEVARD, HALLANDALE, FLORIDA 33009
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(Address of Principal Executive Offices) (Zip Code)
THRIFT MANAGEMENT, INC. 1996 STOCK OPTION PLAN
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(Full title of the Plan)
Marc Douglas
President and Chief Executive Officer
Thrift Management, Inc.
3141 West Hallandale Beach Boulevard
HALLANDALE, FLORIDA 33009
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(Name and address of agent for service)
(954) 985-8430
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(Telephone number, including area code, of agent for service)
Copies to:
Nina S. Gordon, P.A.
Dale S. Bergman, P.A.
Broad and Cassel
201 South Biscayne Boulevard
Suite 3000
Miami, Florida 33131
(305) 373-9400
(305) 373-9495 (facsimile)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock,
1,500,000 $.01 par value $2.84375 $4,265,625 $1,258.36
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(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits,
stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act
of 1933, as amended, and based upon the average of the closing bid and
asked price of the Common Stock on October 16, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
1. The Company's Consolidated Financial Statements as of December 31,
1996 and for the year then ended, as set forth in the Post-Effective Amendment
No. 3 to the Company's Registration Statement on Form SB-2 (File No.
333-5190-A), as filed with the Securities and Exchange Commission (the
"Commission") on October 21, 1998;
2. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997, as filed with the Commission; and
3. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1998 and June 30, 1998, as filed with the Commission.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities hereby have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in a subsequently filed
document incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
GENERAL
The Company's authorized capital stock consists of 15,000,000 shares of
Common Stock, par value $.01 per share, and 1,500,000 shares of Preferred Stock,
par value $.01 per share. As of October 21, 1998, 2,175,000 shares of Common
Stock and 250,000 shares of Series A Preferred Stock are outstanding.
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COMMON STOCK
Each share of Common Stock entitles the holder to one vote on all
matters submitted to a vote of the shareholders. The holders of Common Stock are
entitled to receive dividends, when, as and if declared by the Board of
Directors, in its discretion, from funds legally available therefor. The Company
does not currently intend to declare or pay cash dividends in the foreseeable
future, but rather intends to retain any future earnings to finance the
expansion of its businesses. Upon liquidation or dissolution of the Company,
the holders of Common Stock are entitled to share ratably in the assets of the
Company, if any, legally available for distribution to shareholders after the
payment of all debts and liabilities of the Company and payment of the
liquidation preference of any outstanding shares of Preferred Stock.
The Common Stock has no preemptive rights and no subscription,
redemption or conversion privileges. The Common Stock does not have cumulative
voting rights, which means that the holders of a majority of the outstanding
shares of Common Stock voting for the election of directors can elect all
members of the Board of Directors. A majority vote is also sufficient for other
actions that require the vote or concurrence of shareholders.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 1,500,000
shares of Preferred Stock in one or more series and to fix the number of shares
constituting any such series, the voting powers, designation, preferences and
relative participation, option or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights and dividend
rate, terms of redemption (including sinking fund provisions), redemption price
or prices, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the shareholders.
The Company has designated 250,000 shares of Preferred Stock as Series
A Preferred Stock, which shares were issued to Marc Douglas, Chief Executive
Officer, President, and a director of the Company, in connection with the
reorganization in which the Company was formed and certain affiliated companies
became wholly owned subsidiaries. Holders of the Series A Preferred Stock are
entitled to vote together with the holders of Common Stock on all matters
(except as required by law), with each share of Series A Preferred Stock having
10 votes. The Series A Preferred Stock has a liquidation preference of $.10 per
share over the Common Stock. The Series A Preferred Stock does not provide for
the payment of a stated rate of dividends, is not convertible into Common Stock,
and is not redeemable by the Company.
WARRANTS
The Warrants have been issued pursuant to an agreement (the "Warrant
Agreement") between the Company and North American Transfer Co., as warrant
agent (the "Warrant Agent"). The following discussion of certain terms and
provisions of the Warrants is qualified in its entirety by reference to the
detailed provisions of the Warrant Agreement and the Warrant
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certificates, the forms of which have been filed as an exhibit to this
Registration Statement.
Each Warrant entitles its holder to purchase one share of Common Stock
at current exercise price of $5.00 per share, although in September 1998 the
Company's Board of Directors announced its intention to reduce the exercise
price per share to a price more in line with the current trading prices of the
Company's Common Stock. The Warrants, which expire on December 5, 2002, are
exercisable for five years commencing one year from the date of issuance, which
is the date of this Prospectus. The Warrants may be redeemed by the Company at
any time, at a redemption price of $.10 per Warrant upon 30 days' prior written
notice, provided the average closing bid price of the Common Stock for 20
consecutive trading days ending on the 15th day prior to the date notice of
redemption was given by the Company has been at least 150% of the exercise price
then in effect. Warrant holders shall have exercise rights until the close of
the business day preceding the date fixed for redemption.
In order for a holder to exercise a Warrant, and as required in the
Warrant Agreement, there must be a current registration statement on file with
the Securities and Exchange Commission pertaining to the shares of Common Stock
underlying the Warrants, and such shares must be registered or qualified for
sale under the securities laws of the state in which such Warrant holder resides
or such exercise must be exempt from registration in such state. If a
registration statement covering such shares of Common Stock is not kept current
for any reason, of if the shares underlying the Warrants are not registered in
the state in which a holder resides, the Warrants will not be exercisable and
will be deprived of any value.
Holders of the Warrants will be protected against dilution upon the
occurrence of certain events, including, but not limited to, the issuance of any
Common Stock or other securities convertible or exercisable for Common Stock at
a price per share less than the exercise price or the market price of the Common
Stock, or in the event of any stock dividend, stock split, reclassification,
recapitalization, stock combination or similar transaction. Holders of the
Warrants will have no voting rights and will not be entitled to dividends. In
the event of liquidation, dissolution or winding up of the Company, holders of
Warrants will not be entitled to participate in any distribution of the
Company's assets.
The purchase price payable upon exercise of the Warrants is to be paid
in lawful money of the United States. The Company is not required to issue
certificates representing fractions of shares of Common Stock upon the exercise
of Warrants; rather, with respect to any fraction of a share, the Company will
make payment in cash based upon the market price of the Common Stock as
determined by the Warrant Agent.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall indemnify its officers and
directors to the fullest extent permitted by law.
The Company's Amended and Restated Bylaws and the Florida Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. Pursuant to the Company's Amended and Restated Bylaws,
officers and directors of the Company are indemnified, to the fullest extent
available under Florida law, against expenses actually and reasonably incurred
in connection with threatened, pending or completed proceedings, whether civil,
criminal or administrative, to which an officer or director is, was or is
threatened to be made a party by reason of the fact that he or she is or was an
officer, director, employee or agent of the Company. The Company may advance
expenses in connection with defending any such proceeding, provided the
indemnitee undertakes to repay any such amounts if it is later determined that
he or she was not entitled to be indemnified by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 1996 Stock Option Plan, as amended
4.2 Form of Warrant Agent Agreement with attached Form of
Warrant(1)
5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement)
23.2 Consent of Massella, Tomaro & Co., LLP
23.3 Consent of Berkowitz Dick Pollack & Brant LLP
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
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(1) Incorporated herein by reference to Exhibit 4.6 to the Company's
Registration Statement on Form SB-2 (File No. 333-5190-A)
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(b) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(c) 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 (1)(a) and (1)(b) 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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 therein, 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company 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
Company 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.
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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 Hallandale, State of Florida on this 16th day
of October, 1998.
THRIFT MANAGEMENT, INC.
By: /s/ Marc Douglas
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Marc Douglas, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Marc Douglas and Stephen L. Wiley, or any one of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for him and in his name, place and stead in any and all capacities to execute in
the name of each such person who is then an officer or director of the
Registrant 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 attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises as fully as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
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 date indicated.
SIGNATURES TITLE DATE
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/s/ Marc Douglas President, Chief Executive Officer and October 16, 1998
- ------------------------------------ Director (Principal executive officer)
Marc Douglas
/s/ Stephen L. Wiley Chief Financial Officer and Director October 16, 1998
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Stephen L. Wiley officer)
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/s/ Ileen Little Vice President, Secretary October 16, 1998
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Ileen Little
Director October ____, 1998
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Jay M. Haft
Director October ____, 1998
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Stephen H. Bittel
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INDEX TO EXHIBITS*
EXHIBIT NO.
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4.1 1996 Stock Option Plan, as amended
5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed as Exhibit 5.1 to this
Registration Statement)
23.2 Consent of Massella, Tomaro & Co., LLP
23.3 Consent of Berkowitz Dick Pollack & Brant LLP
24.1 Power of Attorney (included in the signature page of this Registration Statement)
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* All other exhibits listed in Item 8 of the Registration Statement have been
incorporated herein by reference, as indicated therein.