UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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PATRIOT TRANSPORTATION HOLDING, INC.
FLORIDA 59-2924957
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
501 Riverside Avenue
Suite 500
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip code)
- ---------------------------------------------------------
PATRIOT TRANSPORTATION HOLDING, INC.
2006 STOCK INCENTIVE PLAN
(Full title of the plan)
- ---------------------------------------------------------
John D. Milton, Jr.
Executive Vice President, Treasurer and Chief Financial Officer
501 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
(Name and address of agent for service)
904-396-5733
(Telephone number, including area code,
of agent for service)
- ----------------------------------------------------------
Copies to:
Daniel B. Nunn, Jr.
Fowler White Boggs P.A.
50 North Laura Street
Suite 2800
Jacksonville, Florida 32202
- ----------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------- -------------- --------------- ------------ -----------
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering aggregate registration
offering fee
price per unit price
- ------------------ -------------- --------------- ------------ -----------
Common Stock (1)
($.10 par value) 600,000(2) N/A (3) N/A(3) N/A(3)
================= ============= =============== ============ ===========
1. The Registrant previously registered 300,000 shares of the
Registrant's common stock, $0.10 par value (the "Common Stock")
issuable under the Patriot Transportation Holding, Inc. 2006
Stock Incentive Plan (the "Plan"). The Registrant hereby
registers an additional 600,000 shares of its common stock to
reflect a three-for-one stock dividend declared on December 1,
2010, payable on January 17, 2011 to shareholders of record on
January 3, 2011.
2. This registration statement shall also cover any additional
shares of common stock, par value $.10 per share, which become
issuable under the Plan by reason of a stock split, stock
dividend, capitalization or any other similar transaction.
3. The Registrant previously paid the registration fee in
connection with the registration of 300,000 shares of its
common stock on February 2, 2006 at the time of filing of
the Registrant's Registration Statement on Form S-8 (File No.
333-131475). No additional fee is required to be paid in
accordance with Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act").
As permitted under General Instruction E to Form S-8, this Post-
Effective Amendment 1 to the registration statement on Form S-8 (the
"Registration Statement") incorporates by reference the contents and
information set forth in the Registration Statement No. 333-131475 on
Form S-8 filed with the Securities and Exchange Commission on February
2, 2006, and the Registrant's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission on December 3, 2010.
Pursuant to Rule 416(b) of Regulation C of the Securities and
Exchange Commission, the sole purpose of this Post-Effective Amendment
No. 1 to the Registrant's Registration Statement is to reflect the
three-for-one split (the "Split") of the Registrant's Common Stock to
be effected on January 17, 2011. As a result of the Split, the total
number of shares of Common Stock registered pursuant to the Registration
Statement has increased from 300,000 shares to 900,000 shares.
Item 8. Exhibits.
Exhibits required to be filed with this Registration Statement
are listed in the following Exhibit
Index. Certain of such exhibits that previously have been filed with
the Securities and Exchange Commission and that are designated by
reference to their exhibit number in prior filings are incorporated
by reference and made a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 the 14th day of January, 2011.
PATRIOT TRANSPORTATION HOLDING, INC.
(Registrant)
By: /s/ John D. Milton, Jr.
------------------------------------------
John D. Milton, Jr.,
Executive Vice President, Treasurer and Chief Financial 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 on the 14th day of January, 2011.
Signature Title Signature Title
/s/ Edward L. Baker /s/ Luke E. Fichthorn, III
________________________________ ________________________________
Edward L. Baker Director Luke E. Fichthorn, III Director
/s/ John D. Baker, II /s/ Thompson S. Baker, II
________________________________ _________________________________
John D. Baker, II Director Thompson S. Baker, II Director
President
and
Chief
Executive
Officer
/s/ H.W. Shad, III
________________________________ _________________________________
Charles E. Commander, III Director H.W. Shad, III Director
/s/ John E. Anderson
________________________________ _________________________________
Martin E. Stein, Jr. Director John E. Anderson Director
/s/ Robert H. Paul, III /s/ James H. Winston
________________________________ _________________________________
Robert H. Paul, III Director James H. Winston Director
/s/ John D. Milton, Jr. /s/ John D. Klopfenstein
________________________________ __________________________________
John D. Milton, Jr. Executive John D. Klopfenstein Chief
Vice Accounting
President Officer
Treasurer
and
Chief
Financial
Officer
EXHIBIT INDEX
(3)(a)(1) Articles of Incorporation of Patriot Transportation
Holding, Inc., incorporated by reference to the
corresponding exhibit filed with Form S-4 dated
December 13, 1988. File No. 33-26115
(3)(a)(2) Amendment to the Articles of Incorporation of
Patriot Transportation Holding, Inc., filed with
the Secretary of State of Florida on February 19,
1991 incorporated by reference to the corresponding
exhibit filed with Form 10-K for the fiscal year ended
September 30, 1993. File No. 33-26115.
(3)(a)(3) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary
of State of State of Florida on February 7, 1995,
incorporated by reference to an appendix to the Company's
Proxy Statement dated December 15, 1994. File No. 33-26115.
(3)(a)(5) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Florida
Secretary of State on May 6, 1999 incorporated by
reference to a form of such amendment filed as Exhibit
4 to the Company's Form 8-K dated May 5, 1999. File No.
33-26115.
(3)(a)(6) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Secretary
of State of Florida on February 21, 2000, incorporated
by reference to the corresponding exhibit filed with
Form 10-Q for the quarter ended March 31, 2000.
File No. 33-26115.
(3)(b)(1) Amended and Restated Bylaws of Patriot Transportation
Holding, Inc., adopted August 3, 2005, incorporated by
reference to Exhibit 3.1 to the Form 8-K dated August
3, 2005.(4)(a) Articles III, VII and XII of the Articles
of Incorporation of Patriot Transportation Holding, Inc.,
incorporated by reference to an exhibit filed with
Form S-4 dated December 13, 1998; Amended Article III,
incorporated by reference to an exhibit filed with Form
10-K for the fiscal year ended September 30, 1993; and
Articles XIII and XIV, incorporated by reference to an
appendix filed with the Company's Proxy Statement dated
December 15, 1994. File No. 33-26115.
(4)(b) Specimen stock certificate of Patriot Transportation
Holding, Inc., incorporated by reference to an exhibit
filed with Form S-4 dated December 13, 1988.
5.1 Opinion of Counsel.
23.2 Consent of Counsel (included in Exhibit 5.1).
EXHIBIT 5.1
OPINION OF COUNSEL
Fowler White Boggs P.A.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
January 14, 2011
Patriot Transportation Holding, Inc.
501 Riverside Avenue
Suite 500
Jacksonville, FL 32202
Re: Patriot Transportation Holding, Inc. 2000 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Patriot Transportation Holding, Inc., a Florida
corporation (the "Company"), in connection with the Post Effective Amendment
No. 1 to Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the offer and sale of 600,000 additional shares (the "Shares")
of the Company's common stock, par value $0.10 per share, pursuant to the
Patriot Transportation Holding, Inc. 2000 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined: (a) the Registration
Statement; (b) the Company's prospectus, dated February 7, 2001; (c) a
copy of the Company's bylaws; and (d) a record of the proceedings of the
Company relating to the authorization of the issuance and delivery of the
Shares pursuant to the Plan. We have also examined originals, or copies
of the originals certified to our satisfaction, of such agreements,
documents, certificates and other statements of governmental officials
and other instruments, and examined such questions of law and have
satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed,
without inquiry, the authenticity of all documents submitted to us as
originals, the genuiness of all signatures, the legal capacity of all
natural persons and the conformity with authentic original documents
of any copies thereof submitted to us for our examinations.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company has been incorporated under the laws of
Florida and the Company's status is active.
2. The Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become
effective under the Securities Act; (ii) the Shares shall have been
issued and
sold in the manner contemplated by the Plan; and (iii) to
the extent such Shares are certificated, the certificates representing
the Shares shall have been executed, countersigned and registered and
delivered to the purchasers thereof against payment of the agreed
consideration therefor.
We express no opinion as to the application of the securities
or "Blue Sky" laws of the various states to the sale of the Shares.
The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent. We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the Shares
for the company and as having prepared this opinion, and to the use
of this opinion as an exhibit to the Registration Statement. We also
consent to the use of our name as counsel for the Company and to any
references to this firm in the prospectus that constitutes part of
the Registration Statement.
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
FOWLER WHITE BOGGS P.A.
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