As filed with the United States Securities and Exchange Commission on November 14, 2007
Registration No. 333-142693
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEVITT CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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11-3675068 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 958-1800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Alan B. Levan
Levitt Corporation
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 958-1800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alison W. Miller
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3200
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the
same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
DEREGISTRATION OF SECURITIES
Levitt Corporation (the Company) previously registered up to 100,000,000 shares of its Class
A Common Stock pursuant to a Registration Statement on Form S-3 (File
No. 333-142693), filed with
the Securities and Exchange Commission (the Commission) on May 7, 2007, as amended by Amendment
No. 1 thereto, filed with the Commission on August 28, 2007 (as so amended, the Registration
Statement). The Registration Statement, which was declared effective by the Commission on August
29, 2007, related to the Companys distribution to its shareholders of rights to purchase shares of
its Class A Common Stock (the Rights Offering). In the Rights Offering, the Company distributed
to each holder of record of the Companys Class A Common Stock or Class B Common Stock as of August
27, 2007 5.0414 subscription rights for each share of such stock owned on that date, and each whole
subscription right entitled the holder thereof to purchase one share of Class A Common Stock at the
purchase price of $2.00 per share. The Rights Offering expired at 5:00 p.m., Eastern time, on
October 1, 2007. The Company sold 76,424,066 shares of its Class A Common Stock in the Rights
Offering. In accordance with the undertaking contained in the Registration Statement pursuant to
Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to the
Registration Statement to deregister the 23,575,934 shares of Class A Common Stock not sold in the
Rights Offering.
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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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of
Fort Lauderdale, State of Florida, on the 14th day of November, 2007.
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LEVITT CORPORATION
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By: |
/s/ Alan B. Levan
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Alan B. Levan |
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Chairman of the Board of Directors and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Alan B. Levan
Alan B. Levan |
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Chairman of the Board and Chief Executive
Officer
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November 14, 2007 |
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John E. Abdo |
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Vice-Chairman of the Board
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November 14, 2007 |
/s/ George P. Scanlon
George P. Scanlon |
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Executive Vice President and Chief Financial
Officer
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November 14, 2007 |
/s/ Jeanne T. Prayther
Jeanne T. Prayther |
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Chief Accounting Officer
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November 14, 2007 |
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James Blosser |
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Director
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November 14, 2007 |
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Darwin C. Dornbush |
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Director
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November 14, 2007 |
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S. Lawrence Kahn, III |
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Director
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November 14, 2007 |
*
Alan Levy |
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Director
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November 14, 2007 |
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Joel Levy |
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Director
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November 14, 2007 |
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William R. Nicholson |
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Director
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November 14, 2007 |
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William R. Scherer |
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Director
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November 14, 2007 |
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*By: |
/s/ Alan B. Levan
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Alan B. Levan, |
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Attorney-in-fact |
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