0001193125-21-152912.txt : 20210506 0001193125-21-152912.hdr.sgml : 20210506 20210506114928 ACCESSION NUMBER: 0001193125-21-152912 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210506 DATE AS OF CHANGE: 20210506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bluegreen Vacations Holding Corp CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09071 FILM NUMBER: 21896657 BUSINESS ADDRESS: STREET 1: 401 EAST LAS OLAS BLVD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 954-940-4900 MAIL ADDRESS: STREET 1: P.O. BOX 39000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33303 FORMER COMPANY: FORMER CONFORMED NAME: BBX Capital Corp DATE OF NAME CHANGE: 20170203 FORMER COMPANY: FORMER CONFORMED NAME: BFC FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 8-A12B/A 1 d66037d8a12ba.htm 8-A12B/A 8-A12B/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

 

 

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

BLUEGREEN VACATIONS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

  

 

 

Florida

(State of incorporation

or organization)

  

59-2022148

(I.R.S. Employer

Identification No.)

4960 Conference Way North, Suite 100, Boca Raton, Florida   33431
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

   

Name of each exchange on which

each class is to be registered

Preferred Share Purchase Rights    New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-A is being filed by Bluegreen Vacations Holding Corporation (formerly BBX Capital Corporation) (the “Company”) in connection with the termination of the Rights Agreement (as defined below) and the Preferred Share Purchase Rights distributed thereunder. The Preferred Share Purchase Rights were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 8-A filed by the Company with the Securities and Exchange Commission on June 18, 2020.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

In connection with the Company’s acquisition of all of the approximately 7% of the outstanding shares of common stock of Bluegreen Vacations Corporation not previously beneficially owned by the Company pursuant to a statutory, short-form merger (the “Merger”) effected under Florida law on May 5, 2021, the Rights Agreement, dated as of June 17, 2020, by and between the Company and American Stock Transfer and Trust Company, LLC, as Rights Agent (the “2009 Rights Agreement”), was amended so that it expired at the effective time of the Merger. Accordingly, the Rights Agreement is of no further force or effect and the Preferred Share Purchase Rights previously issued under the Rights Agreement are null and void.

SIGNATURE

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    BLUEGREEN VACATIONS HOLDING CORPORATION
Date: May 6, 2021     By:  

/s/ Raymond S. Lopez

      Raymond S. Lopez,
      Executive Vice President and Chief Financial Officer