UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLUEGREEN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 03-0300793
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4960 Conference Way North
Suite 100
Boca Raton, Florida 33431
(Address, Including Zip Code, of Principal Executive Offices)
Bluegreen Corporation 2005 Stock Incentive Plan
(Full Title of the Plan)
Anthony M. Puleo
Bluegreen Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431
(Name and Address of Agent for Service)
(561) 912-8000
(Telephone Number, Including Area Code, Agent for Service)
Calculation of Registration Fee
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
--------------------------------------- ------------- ------------ ----------------- ------------
Common Stock, $0.01 per share par value 2,000,000 17.76 $35,520,000 $4,180.70
(1) Pursuant to Rule 416 this registration statement shall also cover any
additional shares of common stock which may become issuable under the
Bluegreen Corporation 2005 Stock Incentive Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low prices of
the common stock on the New York Stock Exchange on July 29, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Bluegreen Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by this reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
2004, filed with the Commission on March 16, 2005.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2005, filed with the Commission on May 10, 2005.
(3) The Company's Current Report on Form 8-K, filed with the Commission on
January 5, 2005.
(4) The Company's Current Report on Form 8-K, filed with the Commission on
January 18, 2005.
(5) The Company's Current Report on Form 8-K, filed with the Commission on
April 4, 2005.
(6) The Company's Current Report on Form 8-K, filed with the Commission on
April 19, 2005.
(7) Item 1.01 of the Company's Current Report on Form 8-K, filed with the
Commission on May 9, 2005.
(8) The Company's Current Report on Form 8-K, filed with the Commission on May
23, 2005.
(9) The Company's Current Report on Form 8-K, filed with the Commission on
June 3, 2005.
(10) The Company's Current Report on Form 8-K, filed with the Commission on
June 21, 2005.
(11) The Company's Current Report on Form 8-K, filed with the Commission on
July 1, 2005.
(12) The Company's Current Report on Form 8-K, filed with the Commission on
July 26, 2005.
(13) The description of the Company's Class A Common Stock, $0.01 par value per
share, contained in the Company's registration statement on Form 8-A filed
with the Commission on December 27, 1985 from the Company's registration
statement on Form S-1 (SEC File No. 33-13076).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), after the date of this registration statement and 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,
expect as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by Chapter 156B of the Massachusetts General Laws ("Chapter
156B"), the Company's Restated Articles of Organization, as amended (the
"Charter"), contains a provision which limits the personal liability of a
director to the Company or its stockholders for monetary damages for breach of
his fiduciary duty of care as a director. Under current law, liability is not
eliminated for (i) any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchases or redemptions pursuant to Section 61 and Section
62 of Chapter 156B, or (iv) any transaction from which the director derived an
improper personal benefit. This provision does not eliminate a stockholder's
right to seek nonmonetary remedies, such as an injunction, rescission, or other
equitable remedy, to redress action taken by the directors. However, there may
be instances in which no effective equitable remedy is available.
The Company's Charter provides, in part, that the Company shall
indemnify any person who is or was a director or officer of the Company and each
person who is or was serving as a director or officer of another organization in
which the Company directly or indirectly owns shares or of which the Company is
directly or indirectly a creditor, against all liabilities, cost and
expenses, including but not limited to, amounts paid in satisfaction of
judgments, in settlement or as fines and penalties and counsel fees and
disbursements reasonably incurred by him in connection with the defense or
disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding, whether civil, criminal, administrative or
investigative, before any court or administrative or legislative or
investigative body, in which he may be or may have been involved as a party or
otherwise or with which he may be or have been threatened, while in office or
thereafter, by reason of his being or having been such a director or officer or
by reason of any action taken or not taken in such capacity, except with respect
to any matter as to which he shall have been finally adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation. Such
indemnification is not exclusive of other indemnification rights arising under
any by-laws, agreement, board of directors or stockholders' vote or otherwise.
Currently applicable Massachusetts law provides that officers and
directors may receive indemnification from their corporations for actual or
threatened lawsuits, except that indemnification may not be provided for any
person with respect to any matter to which such person has been adjudicated not
to have acted in good faith in the reasonable belief that such person's action
was in the best interest of the corporation or, to the extent that such matter
relates to service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Massachusetts law further provides that a corporation may purchase
indemnification insurance, such insurance providing indemnification for the
officers and directors whether or not the corporation would have the power to
indemnify them against such liability under the provisions of the Massachusetts
law. The Company currently maintains such insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith:
Exhibit
Number Description
------ -----------
4.4 Specimen of common stock certificate(1)
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5.1 above)
24.1 Power of Attorney (set forth on the signature page to this
registration statement)
_____________
(1) Incorporated by reference to exhibit of same designation to Annual Report
on Form 10-K for the year ended April 2, 2000.
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 Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
Securities Exchange Act of 1934 (the "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 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 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
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the 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 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
Securities Act and will be governed by the final adjudication
thereof.
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 Boca Raton, State of Florida on the 29th day of July,
2005.
BLUEGREEN CORPORATION
By: /S/ GEORGE F. DONOVAN
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George F. Donovan
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George F. Donovan and Anthony M. Puleo, his or
her true and lawful attorneys-in-fact and agents, each acting alone and each
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, 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, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ GEORGE F. DONOVAN President and Chief Executive Officer
--------------------- (Principal Executive Officer) July 29, 2005
George F. Donovan
Senior Vice President and July 29, 2005
/S/ ANTHONY M. PULEO Interim Chief Financial Officer
-------------------- (Principal Financial and Accounting Officer)
Anthony M. Puleo
/S/ ALAN B. LEVAN Chairman of the Board July 29, 2005
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Alan B. Levan
/S/ JOHN E. ABDO Vice Chairman of the Board July 29, 2005
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John E. Abdo
/S/ NORMAN H. BECKER Director July 29, 2005
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Norman H. Becker
/S/ LAWRENCE CIRILLO Director July 29, 2005
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Lawrence Cirillo
/S/ SCOTT W. HOLLOWAY Director July 29, 2005
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Scott W. Holloway
/S/ JOHN LAGUARDIA Director July 29, 2005
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John LaGuardia
/S/ MARK A. NERENHAUSEN Director July 29, 2005
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Mark A. Nerenhausen
/S/ J. LARRY RUTHERFORD Director July 29, 2005
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J. Larry Rutherford
/S/ ARNOLD SEVELL Director July 29, 2005
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Arnold Sevell
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Ernst & Young LLP