1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES EXCHANGE COMMISSION --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- THE ST. JOE COMPANY (Exact Name of Registrant as Specified in its Charter) --------------------- 1650 PRUDENTIAL DRIVE, SUITE 400 JACKSONVILLE, FLORIDA 32207 (Address of principal executive offices) (Zip Code) THE ST. JOE COMPANY 1998 STOCK INCENTIVE PLAN (Full title of the Plan) ROBERT M. RHODES EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL THE ST. JOE COMPANY 1650 PRUDENTIAL DRIVE, SUITE 400 JACKSONVILLE, FLORIDA 32207 (Name and address of agent for service) (904) 396-6600 (Telephone number, including area code, of agent for service) --------------------- CALCULATION OF REGISTRATION FEE
FLORIDA 59-0432511 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1998 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of The St. Joe Company. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended (the "1933 Act"), on the basis of the average of the high and low price per share of Common Stock of The St. Joe Company on December 8, 2000. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE - -------------------------------------------------------------------------------------------------------------- Common Stock Options...... 1,385,140 $19.97 $27,659,514.00 $7,302.00 - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The St. Joe Company (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the latest fiscal year for which such a report has been filed; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") since the end of the latest fiscal year for which an Annual Report on Form 10-K has been filed; and (c) The Registrant's Registration Statement on Form 8-A (SEC File No. 1-10466), filed with the SEC on March 16, 1990, pursuant to Section 12 of the Exchange Act, together with amendments thereto, in which the terms, rights and provisions applicable to the Registrant's outstanding Common Stock are described. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is made to Section 607.0850, Florida Statutes, as to indemnification by the Company of its officers and Directors. Article III, Section 8 of the Company's Amended and Restated By-Laws provides as follows: "The Company shall indemnify and reimburse and advance expenses for any Director and officer, and for 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 reimburse and advance expenses to employees and agents of the Company, against all reasonable expenses actually and necessarily incurred, including but not limited to, judgments, costs and counsel fees in connection with the defense of any litigation, civil or administrative action, suit or proceeding, to which he or she may have been made a party because he or she is or was a Director, officer, employee or agent of the Company or he or she was serving at the request of the Company as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise." ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. II-1 3 ITEM 8. EXHIBITS 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 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution, not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 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 and (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 1998 Stock Incentive Plan under which the shares to be registered on this Registration Statement will be issued. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 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 Registration 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 1933 Act and will be governed by the final adjudication of such issue. II-2
EXHIBIT NUMBER EXHIBIT - ------- ------- 4 -- Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement on Form 8-A (SEC File No. 1-10466), which is incorporated by reference pursuant to Item 3(c) of this Registration Statement. 5 -- Opinion and consent of General Counsel of Registrant. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of General Counsel of Registrant is contained in Exhibit 5. 24 -- Power of Attorney. Reference is made to page II-4 of this Registration Statement. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on this 6th day of December, 2000. THE ST. JOE COMPANY By: /s/ Kevin M. Twomey ------------------------------------ Kevin M. Twomey President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of The St. Joe Company, a Florida corporation, do hereby constitute and appoint Kevin M. Twomey as the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporations to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. II-3
SIGNATURE TITLE DATE --------- ----- ---- /s/ Peter S. Rummell Chairman of the Board and November 20, 2000 - ----------------------------------------------------- Chief Executive Officer Peter S. Rummell (Principal Executive Officer) /s/ Kevin M. Twomey President and Chief December 6, 2000 - ----------------------------------------------------- Financial Officer Kevin M. Twomey (Principal Financial Officer) /s/ Michael L. Ainslie Director November 21, 2000 - ----------------------------------------------------- Michael L. Ainslie /s/ John S. Lord Director November 21, 2000 - ----------------------------------------------------- John S. Lord /s/ Herbert H. Peyton Director November 20, 2000 - ----------------------------------------------------- Herbert H. Peyton 5 II-4
SIGNATURE TITLE DATE --------- ----- ---- /s/ John J. Quindlen Director November 21, 2000 - ----------------------------------------------------- John J. Quindlen /s/ Walter L. Revell Director November 21, 2000 - ----------------------------------------------------- Walter L. Revell /s/ Frank S. Shaw, Jr. Director November 20, 2000 - ----------------------------------------------------- Frank S. Shaw, Jr. /s/ Winfred L. Thornton Director December 4, 2000 - ----------------------------------------------------- Winfred L. Thornton /s/ John D. Uible Director November 19, 2000 - ----------------------------------------------------- John D. Uible 6 EXHIBIT INDEX II-5
EXHIBIT SEQUENCE NUMBER EXHIBIT NUMBER - ------- ------- -------- 4 -- Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement on Form 8-A (SEC File No. 1-10466), which is Incorporated by reference pursuant to Item 3(c) of this Registration Statement. 5 -- Opinion and consent of General Counsel of Registrant. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of General Counsel of Registrant is contained in Exhibit 5. 24 -- Power of Attorney. Reference is made to page II-3 of this Registration Statement.
1 EXHIBIT 5 December 12, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: The St. Joe Company Registration Statement for Offering of 1,385,140 Shares of Common Stock Ladies and Gentlemen: We refer to the registration on Form S-8 (the "Registration Statement") of 1,385,140 shares of Common Stock authorized for issuance pursuant to The St. Joe Company's 1998 Stock Incentive Plan (the "Plan"). We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the Plan and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Robert M. Rhodes Robert M. Rhodes
1 EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors The St. Joe Company We consent to the use of our reports incorporated herein by reference. /s/ KPMG LLP KPMG LLP Jacksonville, Florida December 11, 2000