-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ND5EZNT7m0ZhOrfOsXmwUQp5WKa3CuHZsTfZbQHVeUZ0uk5rmA/Mwh3i77jm47e+ 3PtZQV5FdPJaANoUAvvtiA== 0000950144-97-006084.txt : 19970520 0000950144-97-006084.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950144-97-006084 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970516 EFFECTIVENESS DATE: 19970516 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIOLE HOMES CORP CENTRAL INDEX KEY: 0000074928 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 591228702 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27321 FILM NUMBER: 97610829 BUSINESS ADDRESS: STREET 1: 1690 S CONGRESS AVE STE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 4072742000 FORMER COMPANY: FORMER CONFORMED NAME: ORIOLE LAND & DEVELOPMENT CORP DATE OF NAME CHANGE: 19720615 S-8 1 ORIOLES HOMES, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on May 16, 1997 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORIOLE HOMES CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 59-1228702 - -------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1690 SOUTH CONGRESS AVENUE, SUITE 200 DELRAY BEACH, FLORIDA 33445 - ------------------------------------- --------------------------------- (Address of Principal Executive Offices) (Zip Code) ORIOLE HOMES CORP. 1994 STOCK OPTION PLAN ORIOLE HOMES CORP. 1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS - -------------------------------------------------------------------------------- (Full title of the plans) RICHARD D. LEVY CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 1690 SOUTH CONGRESS AVENUE, SUITE 200 DELRAY BEACH, FLORIDA - -------------------------------------------------------------------------------- (Name and address of agent for service) (561) 274-2000 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE TO BE OFFERING AGGREGATE REGISTRATION REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE ---------- ---------- --------------- -------------- ------------ Class B Common Stock, 420,000 $7.75 $3,255,000 (1) $986.37 par value $.10 per share
(1) Estimated pursuant to Rule 457(h) based on the average of the high and low prices of the shares of Class B Common Stock as reported on the American Stock Exchange on May 13, 1997. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by Oriole Homes Corp., a Florida corporation (the "Corporation"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference except to the extent any statement or information therein is modified, superseded or replaced by a statement or information contained in this document or in any other subsequently filed document incorporated herein by reference: (a) The Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 1996, and its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 1997. (b) The description of the Corporation's Class B Common Stock, par value $.10 per share (the "Class B Common Stock"), contained in Item 1 of the Corporation's Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on February 23, 1983. (c) All reports and other documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Don McClosky, a member of the Board of Directors of the Corporation, is a shareholder of Ruden, McClosky, Smith, Schuster & Russell, P.A., Fort Lauderdale, Florida, the law firm that is providing an opinion as to the validity of the Class B Common Stock being registered on this Registration Statement. Mr. McClosky is the beneficial owner of 1,210 shares of the Corporation's Class A Common Stock, par value $.10 per share, and 1,810 shares of Class B Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation has the authority pursuant to Section 607.0850 of the Florida Business Corporation Act to indemnify its directors and officers to the extent provided in such statute. The Corporation's Articles of Incorporation and Bylaws provide that the Corporation shall indemnify its officers and directors to the fullest extent permitted by law. Section 607.0850 provides for indemnification by the Corporation of parties to any proceeding (other than an action by, or in the right of, the Corporation) by reason of that fact that they were or are directors, officers, employees or agents of the Corporation or were or are serving as such with respect to another entity at the request of the Corporation against liability incurred in connection with such proceeding, if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation and with respect to any criminal action, had no reasonable cause to believe their conduct was unlawful. Section 607.0850 also provides the power to indemnify any such persons party to proceedings by or in the right of the Corporation against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated cost of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding. No indemnification is to be made under the statute if such person is adjudged to be liable unless and to the extent that a court determines that, despite such adjudication, such person is entitled to indemnification for such expenses. To the extent that such person is successful in defending the actions described above, indemnification against expenses actually and reasonably incurred is mandatory. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8. EXHIBITS. 5.l Opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A. with respect to the legality of the shares of Class B Common Stock being registered hereby. 15.1 Awareness Letter of Grant Thornton LLP. 23.1 Consent of Grant Thornton LLP. 23.2 Consent of Ruden, McClosky, Smith, Schuster & Russell, P.A. (included in opinion filed as Exhibit 5.l). 24.1 Powers of Attorney (included in Part II of Registration Statement). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (l) 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 l0 (a) (3) of the Securities Act of 1933 ("Securities Act"); (B) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or 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; and (C) 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 paragraphs (a)(l)(A) and (a)(l)(B) do not apply if the Registration Statement is on Form S-8 and 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 Corporation pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ("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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee 5 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 herein, 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 Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Securities and Exchange 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 Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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. 6 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Delray Beach, State of Florida. ORIOLE HOMES CORP. Date: May 14, 1997 s/ Richard D. Levy -------------------------------------- Richard D. Levy, Chairman of the Board and Chief Executive Officer Date: May 14, 1997 s/ Antonio Nunez --------------------------------------- Antonio Nunez, Senior Vice President, Treasurer, Chief Financial Officer and Chief Accounting Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Richard D. Levy and Mark A. Levy, signing singly, 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 Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 7 Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities and as of the date indicated. Date: May 14, 1997 /s/ Richard D. Levy ------------------------------ Richard D. Levy, Director Date: May 14, 1997 /s/ Harry A. Levy ------------------------------ Harry A. Levy, Director Date: May 14, 1997 /s/ Mark A. Levy ------------------------------ Mark A. Levy, Director Date: May 14, 1997 /s/ E.E. Hubshman ------------------------------ E.E. Hubshman, Director Date: May 14, 1997 /s/ Eugene M. Berns ------------------------------ Eugene M. Berns, Director Date: May 14, 1997 /s/ Antonio Nunez ------------------------------ Antonio Nunez, Director Date: May 14, 1997 /s/ Donald C. McClosky ----------------------------- Donald C. McClosky, Director Date: May 14, 1997 /s/ Paul R. Lehrer ------------------------------ Paul R. Lehrer, Director Date: May 14, 1997 /s/ George R. Richards ----------------------------- George R. Richards, Director 8 EXHIBIT INDEX
SEQUENTIALLY NUMBERED PAGE ------------ 5.l Opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A. with respect to the legality of the shares of Class B Common Stock being registered hereby. 15.1 Awareness Letter of Grant Thornton LLP. 23.1 Consent of Grant Thornton LLP. 23.2 Consent of Ruden, McClosky, Smith, Schuster & Russell, P.A. (included in opinion filed as Exhibit 5.l). 24.1 Powers of Attorney (included in Part II of Registration Statement).
EX-5.1 2 OPINION OF RUDEN MCCLOSKY 1 [RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. LETTERHEAD] 200 EAST BROWARD BOULEVARD FORT LAUDERDALE, FLORIDA 33301 POST OFFICE BOX 1900 FORT LAUDERDALE, FLORIDA 33302 (954) 764-6660 FAX: (954) 764-4996 EXHIBIT 5.1 May 16, 1997 Oriole Homes Corp. 1690 South Congress Avenue Suite 200 Delray Beach, Florida 33445 Re: Oriole Homes Corp. - Registration Statement on Form S-8 Ladies and Gentlemen: We are acting as special counsel to Oriole Homes Corp., a Florida corporation (the "Company"), in connection with the proposed registration by the Company of 420,000 shares (the "Shares") of its Class B Common Stock, par value $.10 per share (the "Class B Common Stock"), pursuant to a Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the "Commission") on May 16, 1997 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The Shares are to be issued by the Company to certain employees of the Company and its subsidiaries pursuant to the Oriole Homes Corp. 1994 Stock Option Plan; or to certain nonemployee directors pursuant to the Oriole Homes Corp. 1994 Stock Option Plan for Nonemployee Directors (together, the "Stock Option Plans"). Subject to the qualifications, assumptions and limitations described herein, we hereby advise you that in our opinion when (i) the Registration Statement becomes effective under the Act, (ii) the Shares are issued in accordance with the terms of the Stock Option Plans, (iii) the recipient provides the full consideration for such Shares as required by the terms of the Stock Option Plans, and (iv) the Shares have been duly executed and delivered on behalf of the Company, the Shares will be validly issued, fully paid and nonassessable. We have relied without independent investigation upon an assurance from the Company's Secretary that the number of shares which the Company is authorized to issue in its Articles of Incorporation exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or has otherwise reserved for issuance) for any purposes other than issuance in connection with the options granted under the Stock Option Plans by at least the number of shares which may be issued in connection with the Stock Option Plans, and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates representing the Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuance of such shares. 2 Oriole Homes Corp. May 16, 1997 Page 2 We express no opinion regarding any shares reacquired by the Company after initial issuance. Our opinion does not cover any law other than Florida law. We do not find it necessary for purpose of this opinion, and accordingly do not purport to cover herein, the application of securities "Blue Sky" laws of the various states to the offer or sale of the Shares. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. EX-15.1 3 AWARENESS LETTER OF GRANT THORNTON 1 EXHIBIT 15.1 Grant Thornton LLP Certified Public Accountants 777 Brickell Avenue Suite 1200 Miami, Florida 33131-2867 Oriole Homes Corp. 1690 South Congress Avenue Suite 200 Delray Beach, Florida 33445 We have reviewed, in accordance with standards established by the American Institute of Certified Public Accountants, the unaudited interim financial information of Oriole Homes Corp. for the period ended March 31, 1997, as indicated in our report dated May 8, 1997; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 is incorporated by reference in the Registration Statement on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Grant Thornton LLP Miami Florida May 12, 1997 EX-23.1 4 CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.1 Grant Thornton LLP Certified Public Accountants 777 Brickell Avenue Suite 1200 Miami, Florida 33131-2867 We have issued our report dated March 7, 1997, accompanying the consolidated financial statements included in the Annual Report of Oriole Homes Corp. on Form 10-K for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said report in the Registration Statement of Oriole Homes Corp. on Form S-8 to be filed on May 16, 1997. Grant Thornton LLP Miami Florida May 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----