sv8
As
filed with the Securities and Exchange Commission on August 9, 2005.
Registration No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE ST. JOE COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Florida
(State or other jurisdiction of
incorporation or organization)
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59-0432511
(IRS Employer Identification
Number) |
245 RIVERSIDE AVENUE, SUITE 500
JACKSONVILLE, FLORIDA 32202
(Address, including Zip Code,
of Registrant’s Principal Executive Offices)
The St. Joe Company 401(k) Plan
(Full Title of the Plan)
CHRISTINE M. MARX
GENERAL COUNSEL
THE ST. JOE COMPANY
245 RIVERSIDE AVENUE, SUITE 500
JACKSONVILLE, FLORIDA 32202
(904) 301-4200
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of |
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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Securities to be Registered (1) |
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to be Registered |
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Offering Price per Share(2) |
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Aggregate Offering Price(2) |
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Amount of Registration Fee |
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Common Stock |
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100,000 |
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$80.61 |
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$8,061,000 |
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$948.78 |
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Consists of shares of common stock of The St. Joe Company (the “Company”) to be made available
pursuant to The St. Joe Company 401(k) Plan (the “Plan”). Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the “Act”), this Registration Statement also registers such
indeterminable number of additional shares of common stock as may be required in the event of a
stock dividend, stock split, recapitalization or other similar change in the shares. In addition,
pursuant to Rule 416(c) under the Act, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan. |
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under
the Act, based upon the average of the high and low reported sales prices of a share of the
Company’s common stock reported on the New York Stock Exchange Composite Tape on August 4, 2005. |
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company and the Plan incorporate by reference into this Registration Statement the
documents listed as follows:
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2004. |
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The Plan’s Annual Report on Form 11-K for the year ended December 31, 2004
(filed with the Securities and Exchange Commission (the “Commission”) concurrently
herewith). |
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 2005. |
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The Company’s Current Reports on Form 8-K filed with the Commission on January
5, 2005, March 1, 2005 (with respect to the Current Report dated February 23, 2005),
March 18, 2005 and July 28, 2005. |
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The description of the Company’s common stock contained in the Company’s
Registration Statement on Form 8-A (File No. 1-10466), filed with the Commission on
March 16, 1990, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), together with amendments thereto. |
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of 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 hereby 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 (but we do not
incorporate by reference any documents that we furnish to, but that are not deemed filed with, the
Commission).
Any statement contained herein, or in a document all or a portion of which is 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 or 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company has the authority under Section 607.0850 of the Florida Business Corporation Act
(the “FBCA”) to indemnify its directors and officers to the extent provided in such statute. The
provisions of the FBCA authorize a corporation to indemnify its officers and directors in
connection with any proceeding brought against them if the person acted in good faith and in a
manner which the person reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action, had no reasonable cause to believe the
person’s conduct was unlawful. Unless a determination is made by a court, the determination of
whether a director, officer or employee has acted in accordance with the applicable standard of
conduct must be made by (1) a majority vote of a quorum consisting of directors who were not
parties to the proceeding or a committee consisting solely of two or more directors who were not
parties to the proceeding, (2) independent legal counsel selected by a majority vote of a quorum
consisting of directors who were not parties to the proceeding or committee of directors (or
selected by the full board if a quorum or committee cannot be obtained), or (3) the affirmative
vote of the majority of a quorum consisting of the corporation’s shareholders who were not parties
to the proceeding (or by a majority vote of the corporation’s shareholders who were not parties to
the proceeding if a quorum cannot be obtained).
The FBCA further provides that a corporation may make any other or further indemnity by
resolution, bylaw, agreement, vote of shareholder or disinterested directors or otherwise, except
with respect to certain enumerated acts or omissions of such persons. Florida law prohibits
indemnification or advancement of expenses if a judgment or other final adjudication establishes
that the actions of a director, officer or employee constitute (1) a violation of criminal law,
unless the person had reasonable cause to believe his conduct was lawful, (2) a transaction from
which such person derived an improper personal benefit, (3) willful misconduct or conscious
disregard for the best interests of the corporation in the case of a derivative action by a
shareholder, or (4) in the case of a director, a circumstance under which a director would be
liable for improper distributions under Section 607.0834 of the FBCA. The FBCA does not affect a
director’s responsibilities under any other law, such as federal securities laws.
Article III, Section 8 of the Company’s Amended and Restated By-Laws provides as follows with
respect to the indemnification of our officers and directors:
To the fullest extent permitted or required by the Florida Business Corporation Act (the
“Act”), including any amendments thereto (but in the case of any such amendment, only to the
extent such amendment permits or requires the Company to provide broader indemnification
rights than prior to such amendment), the Company shall indemnify, and advance expenses
incurred by, its Directors and officers, and any director and officer of another
corporation, partnership, joint venture, trust or other enterprise serving at the request of
the Company, whether or not then in office, and his or her executor, administrator and
heirs, and may indemnify, and advance expenses incurred by, employees and agents of the
Company, against all Liabilities (as defined in Section 607.0850 of the Act) incurred
thereby in connection with any litigation, civil or administrative action, suit or
proceeding, to which he or she may have been made a party or in which he or she is deposed
or called to testify as a witness because he or she is or was a Director, officer, employee
or agent of the Company or he or she is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or other
enterprise. No amendment or repeal of this Section 8 shall diminish the rights of
indemnification provided for herein prior to such amendment or repeal.
The Company maintains directors’ and officers’ liability insurance covering the directors and
officers of the Company against claims arising out of the performance of their duties as such.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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| Exhibit No. |
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Description |
4.1
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Restated and Amended Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 of the registrant’s registration statement on Form S-3 (File
333-116017)). |
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4.2
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Amended and Restated By-laws of the registrant (incorporated by reference to
Exhibit 3 to the registrant’s Current Report on Form 8-K dated December 14, 2004). |
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4.3
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Agreement to Terminate Registration Rights Agreement between the registrant and
The Alfred I. duPont Testamentary Trust, dated August 5, 2005 (incorporated by
reference to Exhibit 4.1 of the registrant’s quarterly report on Form 10-Q for the
quarter ended June 30, 2005). |
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5.1
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IRS Determination Letter regarding The St. Joe Company 401(k) Plan |
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23.1
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Consent of KPMG LLP, independent registered public accounting firm. |
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 of
1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective 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 (i) and (ii) above 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 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment 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.
(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 of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of 1933 may be
permitted to directors, officers and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 Jacksonville, State of Florida, as of
August 9, 2005.
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THE ST. JOE COMPANY |
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By:
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/s/ Kevin M. Twomey |
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Kevin M. Twomey |
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President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated as
of August 9, 2005:
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/s/ Peter S. Rummell
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Chairman of the Board, Chief Executive |
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Peter S. Rummell
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Officer and Director |
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(Principal Executive Officer) |
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/s/ Anthony M. Corriggio
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Chief Financial Officer |
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Anthony M. Corriggio
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(Principal Financial Officer) |
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/s/ Michael N. Regan
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Senior Vice President |
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Michael N. Regan
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(Principal Accounting Officer) |
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/s/ Michael L. Ainslie
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Director |
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Michael L. Ainslie |
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/s/ Hugh M. Durden
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Director |
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Hugh M. Durden |
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Director |
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Thomas A. Fanning |
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/s/ Adam W. Herbert, Jr.
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Director |
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Adam W. Herbert, Jr. |
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/s/ Delores Kesler
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Director |
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Delores Kesler |
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/s/ John S. Lord
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Director |
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John S. Lord |
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/s/ Walter L. Revell
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Director |
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Walter L. Revell |
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/s/ William H. Walton, III
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Director |
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William H. Walton, III |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrator of
the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of
Florida, as of August 9, 2005.
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The St. Joe Company 401(k) Plan |
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By:
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The St. Joe Company |
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By:
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/s/ Michael N. Regan |
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Michael N. Regan |
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Senior Vice President |
EXHIBIT INDEX
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| Exhibit No. |
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Description |
4.1
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Restated and Amended Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 of the registrant’s registration statement on Form S-3 (File
333-116017)). |
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4.2
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Amended and Restated By-laws of the registrant (incorporated by reference to
Exhibit 3 to the registrant’s Current Report on Form 8-K dated December 14, 2004). |
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4.3
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Agreement to Terminate Registration Rights Agreement between the registrant and
The Alfred I. duPont Testamentary Trust, dated August 5, 2005 (incorporated by
reference to Exhibit 4.1 of the registrant’s quarterly report on Form 10-Q for the
quarter ended June 30, 2005). |
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5.1
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IRS Determination Letter regarding The St. Joe Company 401(k) Plan |
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23.1
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Consent of KPMG LLP, independent registered public accounting firm. |
Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
ST JOE COMPANY Employer Identification Number:
C/O ANDREW J FAWBUSH 59-0432511
LEBOEUF LAMB GREENE & MCRAE LLP DLN:
50 N LAURA ST STE 2800 17007332002040
JACKSONVILLE, FL 32202 Person to Contact:
JACQUELINE CRUVER ID #52043
Contact Telephone Number:
(877) 829-5500
Plan Name:
THE ST JOE COMPANY 401K PLAN
Plan Number: 080
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
repporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated June 04, 2001. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) executed on
August 12, 1998.
This determination letter is also applicable for the amendment(s) dated on
December 15, 1999.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-1 (b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.041 (a) (4) -4 (b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter considers the changes in qualification requirements made by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34 and the Internal Revenue Service Restructuring and Reform
Act of 1998, Pub. L. 105-206.
The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.
The requirement for employee benefit plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contract the
person whose name and telephone number are shown above.
Sincerely yours,
Paul T. Schultz
Director
Employee Plans Rulings & Agreements
Enclosures:
Publication
794
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
The St. Joe Company:
We consent to the incorporation by reference in the registration statement on
Form S-8 of The St. Joe Company 401(K) Plan of The St. Joe Company of our
reports, dated March 11, 2005, with respect to the consolidated balance sheets
of The St. Joe Company as of December 31, 2004 and 2003, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flow for each of the years in the three-year period ended December 31, 2004, and
the related financial statement schedule, management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2004 and the effectiveness of internal control over financial reporting as of
December 31, 2004 incorporated by reference herein, which reports appear in the
December 31, 2004 annual report on Form 10-K of The St. Joe Company.
/s/ KPMG LLP
Jacksonville, Florida
August 8, 2005
