UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
--------------------------------------------------
PATRIOT TRANSPORTATION HOLDING, INC.
FLORIDA 59-2924957
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
501 Riverside Avenue
Suite 500
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip code)
- ------------------------------------------------------------
PATRIOT TRANSPORTATION HOLDING, INC.
PROFIT SHARING AND DEFERRED EARNINGS PLAN
(Full title of the plan)
- ------------------------------------------------------------
John D. Milton, Jr.
Executive Vice President, Treasurer and Chief Financial Officer
501 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
(Name and address of agent for service)
904-396-5733
(Telephone number, including area code,
of agent for service)
- ------------------------------------------------------------
Copies to:
Daniel B. Nunn, Jr.
Fowler White Boggs P.A.
50 North Laura Street
Suite 2800
Jacksonville, Florida 32202
- ------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------- ------------- ------------- ------------ ------------
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering aggregate registration
offering fee
price per unit price
- ------------------- ------------ -------------- ------------ ------------
Common Stock (1)
($.10 par value) 40,000(2) N/A (3) N/A(3) N/A(3)
=================== ============ ============== ============ ============
1. The Registrant previously registered 20,000 shares of the
Registrant's common stock, $0.10 par value (to "Common Stock")
issuable under the Patriot Transportation Holding, Inc. Profit
Sharing and Deferred Earnings Plan (the "Plan"). The Registrant
hereby registers an additional 40,000 shares of its common stock to
reflect a three-for-one stock dividend declared on December 1, 2010,
payable on January 17, 2011 to shareholders of record on January 3,
2011.
2. This registration statement shall also cover any additional shares
of common stock, par value $.10 per share, which become issuable
under the Plan by reason of a stock split, stock dividend,
capitalization or any other similar transaction.
3. The Registrant previously paid the registration fee in connection
with the registration of 20,000 shares of its common stock on May 20,
2005 at the time of filing of the Registrant's Registration Statement
on Form S-8 (File No. 333-125099). No additional fee is required to
be paid in accordance with Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act").
As permitted under General Instruction E to Form S-8, this Post-
Effective Amendment 1 to the registration statement on Form S-8 (the
"Registration Statement") incorporates by reference the contents and
information set forth in the Registration Statement No. 333-125099 on
Form S-8 filed with the Securities and Exchange Commission on May 20,
2005, and the Registrant's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on December 3, 2010.
Pursuant to Rule 416(b) of Regulation C of the Securities and
Exchange Commission, the sole purpose of this Post-Effective Amendment
No. 1 to the Registrant's Registration Statement is to reflect the
three-for-one split (the "Split") of the Registrant's Common Stock to
be effected on January 17, 2011. As a result of the Split, the total
number of shares of Common Stock registered pursuant to the Registration
Statement has increased from 20,000 shares to 60,000 shares.
Item 8. Exhibits.
Exhibits required to be filed with this Registration Statement
are listed in the following Exhibit
Index. Certain of such exhibits that previously have been filed
with the Securities and Exchange Commission and that are
designated by reference to their exhibit number in prior filings
are incorporated by reference and made a part of this
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 the 14th day of
January, 2011.
PATRIOT TRANSPORTATION HOLDING, INC.
(Registrant)
By: /s/ John D. Milton, Jr.
---------------------------------------------
John D. Milton, Jr.,
Executive Vice President, Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 14th day of January, 2011.
Signature Title Signature Title
/s/ Edward L. Baker /s/ Luke E. Fichthorn, III
_________________________________ ________________________________
Edward L. Baker Director Luke E. Fichthorn, III Director
/s/ John D. Baker, II /s/ Thompson S. Baker, II
_________________________________ ________________________________
John D. Baker, II Director Thompson S. Baker, II Director
President
and
Chief
Executive
Officer
/s/ H.W. Shad, III
_________________________________ _________________________________
Charles E. Commander, III Director H.W. Shad, III Director
/s/ John E. Anderson
_________________________________ _________________________________
Martin E. Stein, Jr. Director John E. Anderson Director
/s/ Robert H. Paul, III /s/ James H. Winston
__________________________________ _________________________________
Robert H. Paul, III Director James H. Winston Director
/s/ John D. Milton, Jr. /a/ John D. Klopfenstein
__________________________________ __________________________________
John D. Milton, Jr. Executive John D. Klopfenstein Chief
Vice Accounting
President, Officer
Treasurer
and Chief
Financial
Officer
EXHIBIT INDEX
(3)(a)(1) Articles of Incorporation of Patriot Transportation Holding,
Inc., incorporated by reference to the corresponding exhibit
filed with Form S-4 dated December 13, 1988. File No. 33-26115.
(3)(a)(2) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary of
State of Florida on February 19, 1991 incorporated by reference
to the corresponding exhibit filed with Form 10-K for the fiscal
year ended September 30, 1993. File No. 33-26115.
(3)(a)(3) Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary of State
of Florida on February 7, 1995, incorporated by reference to an
appendix to the Company's Proxy Statement dated December 15,
1994. File No. 33-26115.
(3)(a)(4) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Florida Secretary
of State on May 6, 1999 incorporated by reference to a form of
such amendment filed as Exhibit 4 to the Company's Form 8-K
dated May 5, 1999. File No. 33-26115.
(3)(a)(5) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary of
State of Florida on February 21, 2000, incorporated by
reference to the corresponding exhibit filed with Form 10-Q
for the quarter ended March 31, 2000. File No. 33-26115.
(3)(b)(1) Restated Bylaws of Patriot Transportation Holding, Inc.,
adopted December 1, 1993, incorporated by reference to the
corresponding exhibit filed with Form 10-K for the fiscal
year ended September 30, 1993. File No. 33-26115.
(3)(b)(2) Amendment to the Bylaws of Patriot Transportation Holding,
Inc., adopted August 3, 1994, incorporated by reference to
the corresponding exhibit filed with Form 10-K for the fiscal
year ended September 30, 1994. File No. 33-26115.
(3)(b)(3) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary of
State of State of Florida on February 7, 1995, incorporated
by reference to an appendix to the Company's Proxy Statement
dated December 15, 1994. File No. 33-26115.
(4)(a) Articles III, VII and XII of the Articles of Incorporation of
Patriot Transportation Holding, Inc., incorporated by
reference to an exhibit filed with Form S-4 dated December 13,
1998. And amended Article III, incorporated by reference to an
exhibit filed with Form 10-K for the fiscal year ended
September 30, 1993. And Articles XIII and XIV, incorporated
by reference to an appendix filed with the Company's Proxy
Statement dated December 15, 1994. File No. 33-26115.
5.1 Opinion of Counsel.
23.2 Consent of Counsel (included in Exhibit 5.1).
EXHIBIT 5.1
OPINION OF COUNSEL
Fowler White Boggs P.A.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
January 14, 2011
Patriot Transportation Holding, Inc.
501 Riverside Avenue
Suite 500
Jacksonville, FL 32202
Re: Patriot Transportation Holding, Inc. 2000 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Patriot Transportation Holding, Inc., a Florida
corporation (the "Company"), in connection with the Post Effective
Amendment No. 1 to Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the offer and sale of 40,000 additional
shares (the "Shares") of the Company's common stock, par value
$0.10 per share, pursuant to the Patriot Transportation Holding, Inc.
2000 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated February
7, 2001; (c) a copy of the Company's bylaws; and (d) a record of
the proceedings of the Company relating to the authorization of the
issuance and delivery of the Shares pursuant to the Plan. We have
also examined originals, or copies of the originals certified to our
satisfaction, of such agreements, documents, certificates and other
statements of governmental officials and other instruments, and
examined such questions of law and have satisfied ourselves as to
such matters of fact, as we have considered relevant and necessary
as a basis for this opinion. We have assumed, without inquiry, the
authenticity of all documents submitted to us as originals, the
genuiness of all signatures, the legal capacity of all natural persons
and the conformity with authentic original documents of any copies
thereof submitted to us for our examinations.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company has been incorporated under the laws of
Florida and the Company's status is active.
2. The Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become
effective under the Securities Act; (ii) the Shares shall have been issued
and
sold in the manner contemplated by the Plan; and (iii) to the extend
such Shares are certificated, the certificates representing the Shares
shall have been executed, countersigned and registered and delivered
to the purchasers thereof against payment of the agreed consideration
therefor.
We express no opinion as to the application of the securities
or "Blue Sky" laws of the various states to the sale of the Shares.
The opinions rendered herein are limited to the law of the State
of Florida and the Federal law of the United States.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any other
purpose without our prior written consent. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances
that may hereafter come to our attention with respect to the opinions
expressed above, including any changes in applicable law that may
hereafter occur.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the Shares for
the company and as having prepared this opinion, and to the use of this
opinion as an exhibit to the Registration Statement. We also consent
to the use of our name as counsel for the Company and to any
references to this firm in the prospectus that constitutes part of the
Registration Statement.
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section
7 of the Securities Act or the rules or regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
FOWLER WHITE BOGGS P.A.