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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1999
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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BOCA RESORTS, 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)
SECOND 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
BOCA RESORTS, 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.
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SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1) SHARE PRICE (2) FEE
- --------------------------------- ----------------------- ------------------ ------------------ ----------------------
Class A Common Stock, par value
$.01 per share 2,500,000 shares(3) $ 8.5875(2) $ 21,468,750 $ 5,667.75
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(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 Second Amended and Restated 1996 Stock
Option Plan. The Second Amended and Restated 1996 Stock Option Plan also
authorizes the issuance of 5,000,000 shares upon the exercise of stock
options, 2,600,000 shares of which were previously registered on a
Registration Statement on Form S-8 (Registration No. 333-22689) and
2,400,000 shares of which were previously registered on a Registration
Statement on Form S-8 (Registration No. 333-41341).
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statements filed by Florida Panthers Holdings, Inc. in its capacity
as predecessor to Boca Resorts, Inc. (the "Company"), under Registration Nos.
333-22689 and 333-41341, with respect to securities offered or to be offered
pursuant to the Company's Second Amended and Restated 1996 Stock Option Plan
(the "Plan"), are hereby incorporated by reference herein and the exhibits
listed below are annexed hereto.
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 Boca Resorts, Inc. Second Amended and Restated 1996 Stock
Option Plan
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Boca
Resorts, 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 7th day of December, 1999.
BOCA RESORTS, INC.
By: /s/ WILLIAM M. PIERCE
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William M. Pierce
Senior Vice President and
Treasurer 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 true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 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 December 7, 1999
- ---------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
/s/ Richard C. Rochon Vice Chairman and December 7, 1999
- ---------------------------------- President
Richard C. Rochon
/s/ William M. Pierce Chief Financial Officer, December 7, 1999
- ---------------------------------- Treasurer and Senior
William M. Pierce Vice President
(Principal Financial
Officer)
/s/ Steven M. Dauria Vice President and December 7, 1999
- ---------------------------------- Corporate Controller
Steven M. Dauria (Principal Accounting
Officer)
/s/ Steven R. Berrard Director December 7, 1999
- ----------------------------------
Steven R. Berrard
/s/ Dennis J. Callaghan Director December 7, 1999
- ----------------------------------
Dennis J. Callaghan
/s/ Ezzat Coutry Director December 7, 1999
- ----------------------------------
Ezzat Coutry
/s/ Michael S. Egan Director December 7, 1999
- ----------------------------------
Michael S. Egan
/s/ Harris W. Hudson Director December 7, 1999
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Harris W. Hudson
/s/ George D. Johnson, Jr. Director December 7, 1999
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George D. Johnson, Jr.
/s/ Henry Latimer Director December 7, 1999
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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 Boca Resorts, Inc. Second Amended and Restated 1996 Stock
Option Plan
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