As filed with the Securities and Exchange Commission on February 13, 2017
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 47-2449198
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
incorporation)
200 W. Forsyth Street
7th Floor
Jacksonville, FL 32202
(Address of principal (Zip Code)
Executive Offices)
FRP Holdings, Inc.
2016 Equity Incentive Plan
(Full title of the plan)
John D. Milton, Jr.
Executive Vice President, Chief Financial Officer, Secretary & Treasurer
200 W. Forsyth St.
7th Floor
Jacksonville, FL 32202
(Name and address of agent for service)
(904) 858-9100
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.: (Check one)
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
------------------- ------------ ---------------- ------------------ ----------------
Title of securities Amount Proposed maximum Proposed maximum Amount
to be to be offering price aggregate of
registered registered per share (1) offering price registration fee
------------------- ------------ ---------------- ------------------ ----------------
Common Stock,
$0.10 par value
FRP Holdings, Inc.
2016 Equity
Incentive Plan 600,000 $38.725 $23,235,000 $2,692.94
(1) Calculated solely for purposes of this offering under Rule 457(c) and (h)
of the Securities Act on the basis of the average of the bid and ask price per
share of Registrant's Common Stock as reported by Nasdaq on January 31, 2017.
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PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I, Items 1 and 2,
have been or will be delivered to participants in accordance with Form S-8 and
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be, and are not, filed with the Securities
Exchange Commission (the "Commission") either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
FRP Holdings, Inc., (referred to as "FRP," the "Company," "we," "us," or
"our") hereby incorporates by reference into this Registration Statement the
following documents previously filed with the Commission:
a. FRP's Annual Report on Form 10-K, filed with the Commission on December 12,
2016;
b. FRP's Current Reports on Form 8-K filed with the Commission on December 22,
2016, and February 1, 2017; and
c. The description of the Company Common Stock, par value $0.10 per share,
contained in the Company's Current Report on Form 8-K filed on December 3,
2014, which updates the description of the Common Stock contained in the
Registration Statement on Form S-4 filed pursuant to Section 12(g) of the
Exchange Act.
All documents 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 de-registers 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
The class of securities to be offered is registered under Section 12 of the
1934 Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company is subject to the provisions in the Florida Business
Corporation Act ("FBCA") regarding director and officer indemnification. Our
Articles of Incorporation permit us to indemnify our officers and directors
to the fullest extent permitted by the FBCA, and further provide that we may
purchase and maintain insurance on behalf of directors, officers, employees
and agents in their capacities as such, or serving at the request of the
Company, against any liabilities asserted against such persons. The Company
also intends to enter into director and officer indemnification agreements
which will create a contractual obligation to indemnify directors and officers
of the Company to the fullest extent permitted by law.
The Florida Business Corporation Act, as amended, or the "FBCA,"
permits, under certain circumstances, the indemnification of officers,
directors, employees and agents of a corporation with respect to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which such person was or is a
party or is threatened to be made a party, by reason of his or her being an
officer, director, employee or agent of the corporation, or is or was serving
at the request of, such corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including
appeals thereof; provided, however, that the officer, director, employee or
agent acted in good faith and in a manner that 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 reasonable cause to
believe his or her conduct was unlawful. The termination of any such
third-party action by judgment, order, settlement, or conviction or upon a
plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person (i) did not act in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation or (ii) with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
In the case of proceedings by or in the right of the corporation, the
FBCA permits for indemnification of any person 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, such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability incurred in connection with such
proceeding, including appeals thereof; provided, however, that the officer,
director, employee or agent acted in good faith and in a manner that he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification is made where such person is
adjudged liable, unless a court of competent jurisdiction determines that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
To the extent that such person is successful on the merits or otherwise
in defending against any such proceeding, Florida law provides that he or she
shall be indemnified against expenses actually and reasonably incurred by him
or her in connection therewith.
Item 7. Exemption from registration claimed
Not applicable.
Item 8. Exhibits
Exhibit
No. Exhibit
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4.1 Second Amended and Restated Articles of Incorporation of FRP
Holdings, Inc. (incorporated by reference to Exhibit 3 to FRP's
Quarterly Report on Form 10-Q/A filed on August 5, 2015, File No.:
001-36769)
4.2 Amended and Restated Bylaws of FRP Holdings, Inc. (incorporated by
reference to Exhibit 3 to FRP's Current Report on Form 8-K filed on
February 5, 2016, File No.: 001-36769)
4.3 Specimen stock certificate of FRP Holdings, Inc. (incorporated by
reference to an Exhibit 4.1 to FRP's Form S-8 POS dated December 5,
2014, File No.: 333-131475)
5.1* Opinion and Consent of Nelson Mullins Riley & Scarborough LLP
23.1* Consent of Hancock Askew & Co., LLC, Independent Registered Public
Accounting Firm
23.2* Consent of Nelson Mullins Riley & Scarborough is contained in
Exhibit 5.1.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
99.1* FRP Holdings, Inc. 2016 Equity Incentive Plan
* Filed herewith
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. 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 Securities Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective 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 the undertakings set forth in paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission 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 offering.
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 Commission, 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.
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 1st day of February, 2017.
FRP HOLDINGS, INC.
By: /s/ John D. Milton, Jr. John D. Milton, Jr.
----------------------- Executive Vice President,
Chief Financial Officer,
Secretary & Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints the Chief
Executive Officer and Chief Financial Officer, and each of them, severally,
as his or her true and lawful attorney or attorneys-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 to this Registration Statement (including all pre-effective and
post-effective amendments and registration statements filed pursuant to Rule
462 under the Securities Act of 1933), and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each act and thing requisite and necessary to be done, 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 or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 13, 2017.
Signature Title
------------------------------- ----------------------------------------
/s/ Thompson S. Baker II
------------------------------- Chief Executive Officer and Director
Thompson S. Baker II (Principal Executive Officer)
/s/ John D. Milton, Jr. Executive Vice President, Chief
------------------------------- Financial Officer, Secretary & Treasurer
John D. Milton, Jr. (Principal Financial Officer)
/s/ John D. Klopfenstein
------------------------------- Controller and Chief Accounting Officer
John D. Klopfenstein (Principal Accounting Officer)
/s/ John D. Baker II
-------------------------------
John D. Baker II Director
-------------------------------
Charles E. Commander III Director
/s/ H. W. Shad III
-------------------------------
H. W. Shad III Director
/s/ William H. Walton III
-------------------------------
William H. Walton III Director
/s/ Martin E. Stein, Jr.
-------------------------------
Martin E. Stein, Jr. Director
EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 Second Amended and Restated Articles of Incorporation of FRP
Holdings, Inc. (incorporated by reference to Exhibit 3 to FRP's
Quarterly Report on Form 10-Q/A filed on August 5, 2015, File No.:
001-36769)
4.2 Amended and Restated Bylaws of FRP Holdings, Inc. (incorporated by
reference to Exhibit 3 to FRP's Current Report on Form 8-K filed on
February 5, 2016, File No.: 001-36769)
4.3 Specimen stock certificate of FRP Holdings, Inc. (incorporated by
reference to an Exhibit 4.1 to FRP's Form S-8 POS dated December 5,
2014, File No.: 333-131475)
5.1* Opinion and Consent of Nelson Mullins Riley & Scarborough LLP
23.1* Consent of Hancock Askew & Co., LLC, Independent Registered Public
Accounting Firm
23.2* Consent of Nelson Mullins Riley & Scarborough is contained in
Exhibit 5.1.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
99.1* FRP Holdings, Inc. 2016 Equity Incentive Plan
* Filed herewith