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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2010
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Florida
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001-13133
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65-0507804 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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2100 West Cypress Creek Road, Fort Lauderdale, Florida
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33309 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 954-940-5000
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SEC873(6-04)
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Potential persons who are to respond to the collection of
information contained in this form are not required to
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control number. |
On June 18, 2010, BankAtlantic Bancorp, Inc. (the Company) filed with the Securities and
Exchange Commission (the SEC) and distributed to its shareholders of record as of the close of
business on June 14, 2010 the prospectus supplement and accompanying base prospectus (the
Prospectus) relating to the Companys previously announced rights offering of up to $25,000,000
of its Class A Common Stock. The Prospectus forms a part of the Companys Registration Statement
on Form S-3 (Registration No. 333-164896) which was filed with the SEC on February 12, 2010 and
declared effective by the SEC on May 4, 2010 (the Registration Statement). The Company is filing
the items included as Exhibits 4.3, 5.1.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 to this
Current Report on Form 8-K, each of which relates to the Companys rights offering, for the purpose
of incorporating such items as exhibits to the Registration Statement.
In the Prospectus, the Company disclosed that it expects to adopt a shareholder rights plan
aimed at preserving the Companys ability to utilize its available net operating losses to offset
future taxable income. As contemplated, the shareholder rights plan would be designed with a goal
of preventing an ownership change for purposes of Section 382 of the Internal Revenue Code. The
shareholder rights plan, if triggered, would cause substantial dilution to any person or group that
acquires 5% or more of the outstanding shares of the Companys Class A Common Stock or owns 5% or
more of the outstanding shares of the Companys Class A Common Stock and thereafter acquires any
additional shares of the Companys Class A Common Stock without the Companys approval; provided,
however, that the issuance of shares of the Companys Class A Common Stock pursuant to the exercise
of basic subscription rights in the Companys rights offering will be exempt from the operation of
the shareholder rights plan. Although the anticipated adoption of the shareholder rights plan is
not in response to any effort to acquire control of the Company, the shareholder rights plan, if
adopted, would make it more difficult for a third party to acquire a controlling position in the
Companys common stock without the Companys approval. As described in the Prospectus and
previously disclosed by the Company, regardless of whether the Company adopts the shareholder
rights plan prior to the expiration of the rights offering, the Company may determine not to accept
any particular over-subscription request in the rights offering if, in the Companys judgment based
on information available to it, the issuance of shares of the Companys Class A Common Stock in
respect thereof would jeopardize or limit the Companys ability to utilize its available net
operating losses to offset future taxable income. The Company cautions, however, that there is no
assurance that it will ultimately adopt the shareholder rights plan, that the shareholder rights
plan, if adopted, will be implemented in all instances so as to successfully protect against any
limitation on the Companys ability to utilize its available net operating losses to offset future
taxable income or that determinations made by the Company regarding the impact of shares issued
pursuant to over-subscription requests in the rights offering on the Companys ability to utilize
its available net operating losses will prove to be correct.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit 4.3
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Form of Subscription Rights Certificate. |
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Exhibit 5.1.1
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Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. |
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Exhibit 99.1
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Instructions for Use of BankAtlantic Bancorp, Inc. Subscription Rights Certificate. |