Registration No. 333-                                         

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BANKATLANTIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

Florida		65-0507804
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2100 West Cypress Creek Road Fort Lauderdale, Florida		33309
(Address of Principal Executive Offices)		(Zip Code)

(Full title of the plan)

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.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed

maximum

Proposed

Title of

Amount to be

offering price

maximum aggregate

Amount of

securities to be registered

registered(1)

per share(2)

offering price(2)

registration fee(2)

Class A Common Stock, par value $0.01 per share

8,175,000

$

3.58

$

29,266,500

$

1,633

 

 

Explanatory Note

     On May 19, 2009, the shareholders of BankAtlantic Bancorp, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2005 Restricted Stock and Option Plan (the “Plan”) to, among other things, increase the maximum number of shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), available for grant under the Plan from 1,200,000 shares to 9,375,000 shares. The Company is filing this Registration Statement to register the additional 8,175,000 shares of Class A Common Stock available for grant under the Plan as a result of the Amendment.

     The additional 8,175,000 shares of Class A Common Stock registered hereunder are of the same class as those securities registered by the Company under its Registration Statement on Form S-8 which was filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2005 (Registration No. 333-127501) (the “Earlier Registration Statement”). Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the Company with the Commission are incorporated herein by reference:

(1)		The Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 16, 2009.
(2)		The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, filed with the Commission on May 11, 2009.
(3)		The Company’s Current Report on Form 8-K, filed with the Commission on February 23, 2009.
(4)		The Company’s Current Report on Form 8-K, filed with the Commission on May 19, 2009.
(5)		The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 29, 2009, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(6)		The description of the Company’s Class A Common Stock, par value $0.01 per share, contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on June 25, 1997.

     All documents subsequently filed by the Company 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 have been sold or which deregisters 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.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

     The following exhibits are filed herewith:

Exhibit
Number		Description
5.1		Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1		Power of Attorney (set forth on the signature pages to this Registration Statement)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Fort Lauderdale, State of Florida, on June 5, 2009.

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Alan B. Levan and John E. Abdo, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments, including post-effective 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 attorneys-in-fact and agents, full power and authority to do and perform each and every 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 attorneys-in-fact and agents, or their 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 by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
/s/ Alan B. Levan   Alan B. Levan		Chairman and Chief Executive Officer		June 5, 2009
/s/ John E. Abdo   John E. Abdo		Vice Chairman		June 5, 2009
/s/ Valerie C. Toalson   Valerie C. Toalson		Executive Vice President and Chief Financial Officer		June 5, 2009
/s/ D. Keith Cobb		Director		June 5, 2009
D. Keith Cobb
/s/ Steven M. Coldren		Director		June 5, 2009
Steven M. Coldren

SIGNATURE		TITLE		DATE
/s/ Mary E. Ginestra		Director		June 5, 2009
Mary E. Ginestra
/s/ Bruno L. Di Giulian		Director		June 5, 2009
Bruno L. Di Giulian
/s/ Charlie C. Winningham, II		Director		June 5, 2009
Charlie C. Winningham, II
/s/ Jarett S. Levan		Director		June 5, 2009
Jarett S. Levan
/s/ Willis N. Holcombe		Director		June 5, 2009
Willis N. Holcombe
/s/ David A. Lieberman		Director		June 5, 2009
David A. Lieberman

EXHIBIT INDEX

Exhibit
Number		Description
5.1		Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1		Power of Attorney (set forth on the signature pages to this Registration Statement)