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): July 22, 2020







BBX CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)





 

 



 

 

Florida

001-09071

59-2022148

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)





401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida

33301

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code: 954-940-4900





Not applicable

(Former name or former address, if changed since last report.)



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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $.01 par value

BBX

New York Stock Exchange

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in as defined

 

 

 


 

in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    [ ]



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]



 

 

 


 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in Item 5.03 below regarding the reverse stock split described therein is incorporated by reference into this Item 3.03.



Item 5.03 Amendments to Articles of Incorporation or Bylaws.

At 5:00 pm, Eastern time, on July 22, 2020,  the previously announced one-for-five reverse stock split of the Class A Common Stock and Class B Common Stock of BBX Capital Corporation (the “Company”) became effective.  At that time, each five shares of the Company’s Class A Common Stock outstanding automatically converted into one share of Class A Common Stock, and each five shares of the Company’s Class B Common Stock outstanding automatically converted into one share of Class B Common Stock. Fractional shares which would otherwise have resulted from the reverse stock split will be rounded up to the next largest whole share. The Company’s Class A Common Stock (NYSE: BBX) and Class B Common Stock (OTCQX: BBXTB) will commence trading on the New York Stock Exchange and OTCQX, respectively, on a post-split basis upon the opening of trading on July 23, 2020. 

In connection with the reverse stock split, the Company obtained new CUSIP numbers for its Class A Common Stock and Class B Common Stock. The new CUSIP number for the Company’s Class A Common Stock is 05491N302, and the new CUSIP number for the Company’s Class B Common Stock is 05491N401.

In accordance with Florida law, the reverse stock split was effected through Articles of Amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), filed by the Company with the Florida Department of State, effective July 22, 2020. In connection with the reverse stock split, the Amendment also ratably decreased the number of authorized shares of the Company’s Class A Common Stock from 150,000,000 shares to 30,000,000 shares and the number of authorized shares of the Company’s Class B Common Stock from 20,000,000 shares to 4,000,000. Further, in accordance with the provision in the Company’s Articles of Incorporation which provides,  in the event of a reorganization, recapitalization, merger or stock split affecting the Company’s Class B Common Stock, for proportional and appropriate adjustment of the thresholds relating to the number of outstanding shares of the Company’s Class B Common Stock and the voting percentages of the Company’s Class A Common Stock and Class B Common Stock based on such outstanding share amounts, the Amendment also ratably decreased each such share threshold.    The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In addition to the adjustments described above, the shares authorized for issuance under the Company’s Amended and Restated 2014 Incentive Plan, as amended (the “Plan”), and underlying outstanding restricted stock awards previously granted under the Plan will be ratably reduced in connection with the reverse stock split. 

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), is serving as the exchange agent for the reverse stock split. Shareholders with shares held in certificated form will receive from AST instructions regarding the process for exchanging their shares. AST will be issuing all of the post-split shares in book-entry form unless physical certificates are requested by the shareholder. Shareholders with pre-split shares held in book-entry form or through a bank, broker,

1

 


 

custodian or other nominee are not required to take any action and will see the effect of the reverse stock split reflected in their accounts. Beneficial holders should contact their bank, broker, custodian or other nominee with any questions regarding their procedures in connection with the reverse stock split.

The Company’s press release issued on July 22, 2020 announcing the effectiveness of the reverse stock split is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description

3.1  Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, effective July 22, 2020

99.1  Press release dated July 22, 2020



   

2

 


 

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date:  July 22, 2020

BBX Capital Corporation



                                                  



By: /s/ Raymond S. Lopez       

     Raymond S. Lopez

     Executive Vice President and Chief Financial Officer







3

 


Exhibit 3.1







Exhibit 3.1



ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

BBX CAPITAL CORPORATION



The Amended and Restated Articles of Incorporation, as amended, of BBX Capital Corporation, a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, and such amendments are as follows:

 

FIRST:  At 5:00 p.m., Eastern Time, on July, 22, 2020, the Effective Date of these Articles of Amendment as set forth below, each five (5) shares of the Corporation’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”), issued and outstanding shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock, and each five (5) shares of the Corporation’s Class B Common Stock, par value $.01 per share (“Class B Common Stock”), issued and outstanding shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Class B Common Stock, in each case without any further action by the Corporation or the holder thereof, subject to the treatment of fractional shares as described below (the “Reverse Stock Split). No fractional shares of Class A Common Stock or Class B Common Stock shall be issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split shall be rounded up to the next largest whole number, such that, in lieu of fractional shares, each shareholder who otherwise would be entitled to receive fractional shares of Class A Common Stock or Class B Common Stock as a result of the Reverse Stock Split shall instead be entitled to receive the next largest whole number of shares of Class A Common Stock or Class B Common Stock, as the case may be. 



SECOND: The first sentence of the second paragraph of Article IV is hereby deleted in its entirety and replaced with the following:



Special Class A Common Stock. The Corporation is authorized to issue 30,000,000 shares of Special Class A Common Stock at a par value of $0.01 per share.”



THIRD: The first sentence of the second paragraph of Article IV is hereby deleted in its entirety and replaced with the following:



Class B Common Stock. The Corporation is authorized to issue 4,000,000 shares of Class B Common Stock at a par value of $0.01 per share.”



FOURTH: Section 3(a) and (b) of Article V is hereby deleted in its entirety and replaced with the following:

“(a) Class A Common Stock. On all matters presented for a vote of shareholders, holders of Class A Common Stock shall be entitled to one vote for each share held. Until the total number of outstanding shares of Class B Common Stock shall first fall below 360,000 shares (an “Initial Trigger Event”), the Class A Common Stock shall possess in the aggregate 22% of the total voting power of the Common Stock (as adjusted pursuant to clauses (ii) and (iv) of subparagraph (b) below, the “Class A Percentage”).

1

 


 

(b) Class B Common Stock.  

(i) On all matters presented for a vote of shareholders, holders of Class B Common Stock shall be entitled to a number of votes (which may be or include a fraction of a vote) for each share of Class B Common Stock held equal to the quotient derived by dividing (1) the number equal to (x) the total number of shares of Class A Common Stock outstanding on the relevant record date divided by the Class A Percentage less (y) the total number of shares of Class A Common Stock outstanding on such record date by (2) the total number of shares of Class B Common Stock outstanding on such record date.

(ii) Until the occurrence of an Initial Trigger Event, the Class B Common Stock shall possess in the aggregate 78% of the total voting power of the Common Stock (as adjusted pursuant to clauses (ii) and (iv) below, the “Class B Percentage”). From and after the occurrence of an Initial Trigger Event but prior to a Final Trigger Event, the Class A Percentage shall be increased and the Class B Percentage shall be decreased based on the number of shares of Class B Common Stock then issued and outstanding as follows:

 (1)if, on the record date for any matter to be voted upon, or consented to, by the Corporation’s shareholders, the number of outstanding shares of Class B Common Stock is less than 360,000 shares but greater than 280,000 shares, then the Class A Percentage shall thereafter be equal to 40% and the Class B Percentage shall thereafter be equal to 60%, in each case until further adjusted in accordance herewith; and 

 (2)if, on the record date for any matter to be voted upon, or consented to, by the Corporation’s shareholders, the number of outstanding shares of Class B Common Stock is less than 280,000 shares but greater than 100,000 shares, then the Class A Percentage shall thereafter be equal to 53% and the Class B Percentage shall thereafter be equal to 47%. 

(iii) Notwithstanding the foregoing nor anything else herein to the contrary, until the occurrence of a Final Trigger Event: (1) at no time shall the Class B Percentage be increased or the Class A Percentage reduced as a result of a change in the number of shares of Class B Common Stock outstanding other than through the operation of subparagraph (e) below; and (2) the Class A Percentage shall never be greater than 53% and the Class B Percentage shall never be less than 47%.

(iv) When the total number of outstanding shares of Class B Common Stock shall first fall below 100,000 shares (a “Final Trigger Event”), thereafter, on all matters presented for a vote or consent of the Corporation’s shareholders, holders of Class A Common Stock and Class B Common Stock shall each be entitled to one vote for each share held and the Class A Percentage and the Class B Percentage shall no longer have any application or effect.”



FIFTH: Subsection 1 of Section 6 of Article V is hereby deleted in its entirety and replaced with the following:



“1. Designation and Amount. The shares of such series shall be designated “Class A Common Stock” (the “Class A Common Stock”) and the number of shares constituting such series shall be 30,000,000.”



EFFECTIVE DATE: The effective date of these Articles of Amendment shall be July 22, 2020 (the “Effective Date”). The amendments set forth in Articles Second, Third, Fourth and Fifth hereof shall become effective contemporaneously with the Reverse Stock Split.



ADOPTION OF AMENDMENTS: The foregoing amendments were duly adopted and approved by the Board of Directors of the Corporation on June 16, 2020 and by the holders of the Corporation’s Class B Common Stock by action by written consent without a meeting delivered to the Company on June 26, 2020. The number of shares in respect of which the written consent was given was sufficient for approval, and no other class of the Corporation’s capital stock was entitled to vote on or consent to the amendments.

2

 


Exhibit 99.1



Picture 1



BBX Capital Corporation Announces 

Effectiveness of One-for-Five Reverse Stock Split



FORT LAUDERDALE, FL – July 22, 2020 BBX Capital Corporation (NYSE: BBX, OTCQX: BBXTB) (the “Company”) announced today that its previously announced one-for-five reverse stock split became effective at 5:00 pm, Eastern time, on July 22, 2020.  At that time, each five shares of the Company’s Class A Common Stock outstanding automatically converted into one share of Class A Common Stock, and each five shares of the Company’s Class B Common Stock outstanding automatically converted into one share of Class B Common Stock.  Fractional shares which otherwise would have resulted from the reverse stock split will instead be rounded up to the next largest whole share. The Company’s Class A Common Stock (NYSE: BBX) and Class B Common Stock (OTCQX: BBXTB) will commence trading on the New York Stock Exchange and OTCQX, respectively, on a post-split basis upon the opening of trading on July 23, 2020. 



In connection with the reverse stock split, the Company obtained new CUSIP numbers for its Class A Common Stock and Class B Common Stock.  The new CUSIP number for the Company’s Class A Common Stock is 05491N302.  The new CUSIP number for the Company’s Class B Common Stock is 05491N401.



In addition to other ratable adjustments made in connection with the reverse stock split, the number of authorized shares of the Company’s Class A Common Stock was reduced from 150,000,000 shares to 30,000,000 shares and the number of authorized shares of the Company’s Class B Common Stock was reduced from 20,000,000 shares to 4,000,000.    



The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”),  is serving as the exchange agent for the reverse stock split. Shareholders with shares held in certificated form will receive from AST instructions regarding the process for exchanging their shares. AST will be issuing all of the post-split shares in book-entry form unless physical certificates are requested by the shareholder. Shareholders with pre-split shares held in book-entry form or through a bank, broker, custodian or other nominee are not required to take any action and will see the effect of the reverse stock split reflected in their accounts.  Beneficial holders should contact their bank, broker, custodian or other nominee with any questions regarding their procedures in connection with the reverse stock split.

 

 


 



About BBX Capital Corporation:  BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) is a Florida-based diversified holding company whose principal investments include Bluegreen Vacations Corporation (NYSE: BXG), BBX Capital Real Estate, BBX Sweet Holdings, and Renin. For additional information, please visit www.BBXCapital.com.



About Bluegreen Vacations Corporation:  Bluegreen Vacations Corporation (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in popular leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, vacation ownership plan with approximately 221,000 owners, 68 Club and Club Associate Resorts and access to more than 11,350 other hotels and resorts through partnerships and exchange networks as of March 31, 2020. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 93% owned by BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For further information, visit www.BluegreenVacations.com.



BBX Capital Corporation Contact Info:

Investor Relations: 

Leo Hinkley, Managing Director, Investor Relations Officer

954-940-5300, Email: LHinkley@BBXCapital.com



###

Forward-Looking Statements:  This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. The forward-looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements involve risks, uncertainties and other factors, many of which are beyond the Company’s control, that may cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, without limitation, risks related to the reverse stock split, including the risk that the reverse stock split will adversely impact the trading price of the Company’s shares. In addition, reference is also made to other risks and factors detailed in reports filed by the Company with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which may be viewed on the SEC's website, www.sec.gov,  or on the Company’s website, www.BBXCapital.com.   The Company cautions that the foregoing factors are not exclusive. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. The Company does not undertake, and specifically disclaims any obligation, to update or supplement any forward-looking statements.