<PAGE>
  As filed with the Securities and Exchange Commission on September 13, 2000.
                                                 Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                           BANKATLANTIC BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                 --------------

             Florida                                  65-05070804
     ------------------------------               ------------------
    (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)                Identification No.)


                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                                 (954) 760-5000
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                 --------------

                      2000 NON-QUALIFIED STOCK OPTION PLAN

                                 --------------
                              (Full Title of Plans)

                                  Alan B. Levan
                           BankAtlantic Bancorp, Inc.
                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
          (Name and Address, Including Zip Code, of Agent for Service)

                                 (954) 760-5000
          (Telephone Number, Including Area Code, of Agent for Service)

                                 With a copy to:
                             Alison W. Miller, Esq.
                         Stearns Weaver Miller Weissler
                           Alhadeff & Sitterson, P.A.
                       150 West Flagler Street, Suite 2200
                              Miami, Florida 33130

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
                                             Proposed           Proposed
                                              Maximum            Maximum          Amount of
 Title of Securities      Amount to be     Offering Price        Aggregate       Registration
  to be Registered        Registered(1)     Per Share(2)     Offering Price(2)      Fee(2)
=============================================================================================
<S>                        <C>                 <C>              <C>                 <C>
Class A Common Stock,
$.01 per share par         1,704,148           $4.05            $6,901,799          $1,822
value
=============================================================================================
</TABLE>
(1)  Pursuant  to Rule 416 this  Registration  Statement  shall  also  cover any
     additional  shares of Class A Common Stock which may become  issuable under
     the 2000 Non-Qualified Stock Option by reason of any stock dividend,  stock
     split,  recapitalization or any other similar transaction  effected without
     receipt of  consideration  which  results in an  increase  in the number of
     outstanding shares of Class A Common Stock.

(2)  Estimated  solely for purpose of calculating the  registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange as of a date within
     five  business  days  prior  to the  date of  filing  of this  Registration
     Statement.

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by  BankAtlantic  Bancorp,  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by this reference:

         (1)     The  Company's  Annual  Report on Form 10-K for the year  ended
                 December 31, 1999, filed with the Commission on March 30, 2000.

         (2)     The Company's Amended Annual Report on Form 10-K/A for the year
                 ended  December 31, 1999,  filed with the  Commission on May 1,
                 2000.

         (3)     The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended March 31, 2000, filed with the Commission on May 15,2000.

         (4)     The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended June 30, 2000,  filed with the  Commission  on August 14,
                 2000.

         (5)     The description of the Company's Class A Common Stock, $.01 par
                 value  per  share,  contained  in  the  Company's  Registration
                 Statement on Form 8-A,  filed with the  Commission  on June 25,
                 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered 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

         Section  607.0850  of the  Florida  Business  Corporation  Act  and the
Articles of Incorporation and Bylaws of the Company provide for  indemnification
of the Company's  directors and officers  against claims,  liabilities,  amounts
paid in settlement and expenses in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
In addition, the Company carries insurance permitted by the laws of the State of
Florida on behalf of  directors,  officers,  employees or agents which may cover
liabilities under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS.

         The following exhibits are filed herewith:

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

5.1         Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

23.1        Consent of KPMG LLP.

23.3        Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
            (included in Exhibit 5.1 above).

                                      II-1

<PAGE>

24.1        Power  of  Attorney  (set  forth  on  the  signature  page  to  this
            Registration Statement).


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;

                    (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;

                    (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  (a)(1)(i) and (a)(1)(ii) do
               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  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities 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.

               (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, each
               filing of the  registrant's  annual  report  pursuant  to Section
               13(a)  or  Section   15(d)  of  the  Exchange  Act  (and,   where
               applicable,  each filing of an  employee  benefit  plan's  annual
               report  pursuant to Section  15(d) of the  Exchange  Act) 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  may be  permitted  to  directors,  officers  and
               controlling  persons of the registrant  pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  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 Securities Act and will be governed by
               the final adjudication of such issue.

                                      II-2

<PAGE>


                                   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-8 and has  duly  caused  this  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 12th day of
September, 2000.

                                     BANKATLANTIC BANCORP, INC.


                                     By: /s/Alan B. Levan
                                         ------------------------------------
                                         Alan B. Levan
                       Chairman of the Board of Directors,
                                         Chief Executive Officer and President

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Alan B. Levan and James A. White, his or her true
and lawful  attorneys-in-fact and agents, for him or her and in his or her name,
place and  stead,  in any and all  capacities,  to sign any and all  amendments,
including post-effective amendments, to this Registration Statement, and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and  Exchange  Commission  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming and  confirming  all that said  attorneys-in-fact  and agents or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signature                        Title                     Date
---------                        -----                     ----


/s/Alan B. Levan                 Chairman of the Board     September 12, 2000
----------------------------     Chief Executive Officer
Alan B. Levan                    and President,(Principal
                                 Executive Officer)


/s/John E. Abdo                  Vice-Chairman of the      September 12, 2000
----------------------------      Board
John E. Abdo


/s/James A. White                Executive Vice President  September 12, 2000
----------------------------     and Chief Financial
James A. White                   Officer,(Principal
                                 Financial and Accounting
                                 Officer)

/s/Steven M. Coldren             Director                  September 12, 2000
----------------------------
Steven M. Coldren


---------------------------      Director                  September __, 2000
Bruno DiGiulian


/s/Mary E. Ginestra              Director                  September 12, 2000
----------------------------
Mary E. Ginestra


/s/Jarett S. Levan               Director                  September 12, 2000
----------------------------
Jarett S. Levan


/s/Ben A. Plotkin                Director                  September 12, 2000
----------------------------
Ben A. Plotkin


/s/Ira Siegel                    Director                  September 12, 2000
----------------------------
Ira Siegel


/s/Charlie C. Winningham, II     Director                  September 12, 2000
----------------------------
Charlie C. Winningham, II

                                      II-3

<PAGE>




                                  EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
------          -----------


5.1             Opinion of Stearns Weaver Miller Weissler Alhadeff &
                Sitterson, P.A.

23.1            Consent of KPMG LLP.

23.3            Consent of Stearns Weaver Miller Weissler Alhadeff &
                Sitterson, P.A. (included in Exhibit 5.1 above).

                                        II-4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 16159}]
{"company-data": {"conformed-name": "BANKATLANTIC BANCORP INC", "cik": "0000921768", "assigned-sic": "6035", "irs-number": "650507804", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45680", "film-number": "721985"}, "business-address": {"street1": "1750 E SUNRISE BLVD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33304", "phone": "9547605000"}, "mail-address": {"street1": "1750 EAST SUNRISE BOULEVARD", "city": "FORT LAUDERVALE", "state": "FL", "zip": "33304"}}
As filed with the Securities and Exchange Commission on September 13, 2000.
                                                 Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                           BANKATLANTIC BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                 --------------

             Florida                                  65-05070804
     ------------------------------               ------------------
    (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)                Identification No.)

                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                                 (954) 760-5000
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                 --------------

                      2000 NON-QUALIFIED STOCK OPTION PLAN

                                 --------------
                              (Full Title of Plans)

                                  Alan B. Levan
                           BankAtlantic Bancorp, Inc.
                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
          (Name and Address, Including Zip Code, of Agent for Service)

                                 (954) 760-5000
          (Telephone Number, Including Area Code, of Agent for Service)

                                 With a copy to:
                             Alison W. Miller, Esq.
                         Stearns Weaver Miller Weissler
                           Alhadeff & Sitterson, P.A.
                       150 West Flagler Street, Suite 2200
                              Miami, Florida 33130

                         Calculation of Registration Fee
Proposed           Proposed
                                              Maximum            Maximum          Amount of
 Title of Securities      Amount to be     Offering Price        Aggregate       Registration
  to be Registered        Registered(1)     Per Share(2)     Offering Price(2)      Fee(2)
=============================================================================================
Class A Common Stock,
$.01 per share par         1,704,148           $4.05            $6,901,799          $1,822
value
=============================================================================================
(1)  Pursuant  to Rule 416 this  Registration  Statement  shall  also  cover any
     additional  shares of Class A Common Stock which may become  issuable under
     the 2000 Non-Qualified Stock Option by reason of any stock dividend,  stock
     split,  recapitalization or any other similar transaction  effected without
     receipt of  consideration  which  results in an  increase  in the number of
     outstanding shares of Class A Common Stock.

(2)  Estimated  solely for purpose of calculating the  registration fee pursuant
     to Rule  457(h) on the basis of the  average  of the high and low prices of
     the Class A Common Stock on the New York Stock Exchange as of a date within
     five  business  days  prior  to the  date of  filing  of this  Registration
     Statement.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by  BankAtlantic  Bancorp,  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by this reference:

         (1)     The  Company's  Annual  Report on Form 10-K for the year  ended
                 December 31, 1999, filed with the Commission on March 30, 2000.

         (2)     The Company's Amended Annual Report on Form 10-K/A for the year
                 ended  December 31, 1999,  filed with the  Commission on May 1,
                 2000.

         (3)     The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended March 31, 2000, filed with the Commission on May 15,2000.

         (4)     The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended June 30, 2000,  filed with the  Commission  on August 14,
                 2000.

         (5)     The description of the Company's Class A Common Stock, $.01 par
                 value  per  share,  contained  in  the  Company's  Registration
                 Statement on Form 8-A,  filed with the  Commission  on June 25,
                 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered 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

         Section  607.0850  of the  Florida  Business  Corporation  Act  and the
Articles of Incorporation and Bylaws of the Company provide for  indemnification
of the Company's  directors and officers  against claims,  liabilities,  amounts
paid in settlement and expenses in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
In addition, the Company carries insurance permitted by the laws of the State of
Florida on behalf of  directors,  officers,  employees or agents which may cover
liabilities under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS.

         The following exhibits are filed herewith:

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

5.1         Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

23.1        Consent of KPMG LLP.

23.3        Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
            (included in Exhibit 5.1 above).

                                      II-1
24.1        Power  of  Attorney  (set  forth  on  the  signature  page  to  this
            Registration Statement).

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;

                    (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;

                    (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  (a)(1)(i) and (a)(1)(ii) do
               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  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities 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.

               (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, each
               filing of the  registrant's  annual  report  pursuant  to Section
               13(a)  or  Section   15(d)  of  the  Exchange  Act  (and,   where
               applicable,  each filing of an  employee  benefit  plan's  annual
               report  pursuant to Section  15(d) of the  Exchange  Act) 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  may be  permitted  to  directors,  officers  and
               controlling  persons of the registrant  pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  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 Securities Act and will be governed by
               the final adjudication of such issue.

                                      II-2
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-8 and has  duly  caused  this  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 12th day of
September, 2000.

                                     BANKATLANTIC BANCORP, INC.

                                     By: /s/Alan B. Levan
                                         ------------------------------------
                                         Alan B. Levan
                       Chairman of the Board of Directors,
                                         Chief Executive Officer and President

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Alan B. Levan and James A. White, his or her true
and lawful  attorneys-in-fact and agents, for him or her and in his or her name,
place and  stead,  in any and all  capacities,  to sign any and all  amendments,
including post-effective amendments, to this Registration Statement, and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and  Exchange  Commission  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming and  confirming  all that said  attorneys-in-fact  and agents or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                     Date
---------                        -----                     ----

/s/Alan B. Levan                 Chairman of the Board     September 12, 2000
----------------------------     Chief Executive Officer
Alan B. Levan                    and President,(Principal
                                 Executive Officer)

/s/John E. Abdo                  Vice-Chairman of the      September 12, 2000
----------------------------      Board
John E. Abdo

/s/James A. White                Executive Vice President  September 12, 2000
----------------------------     and Chief Financial
James A. White                   Officer,(Principal
                                 Financial and Accounting
                                 Officer)

/s/Steven M. Coldren             Director                  September 12, 2000
----------------------------
Steven M. Coldren

---------------------------      Director                  September __, 2000
Bruno DiGiulian

/s/Mary E. Ginestra              Director                  September 12, 2000
----------------------------
Mary E. Ginestra

/s/Jarett S. Levan               Director                  September 12, 2000
----------------------------
Jarett S. Levan

/s/Ben A. Plotkin                Director                  September 12, 2000
----------------------------
Ben A. Plotkin

/s/Ira Siegel                    Director                  September 12, 2000
----------------------------
Ira Siegel

/s/Charlie C. Winningham, II     Director                  September 12, 2000
----------------------------
Charlie C. Winningham, II

                                      II-3
EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
------          -----------

5.1             Opinion of Stearns Weaver Miller Weissler Alhadeff &
                Sitterson, P.A.

23.1            Consent of KPMG LLP.

23.3            Consent of Stearns Weaver Miller Weissler Alhadeff &
                Sitterson, P.A. (included in Exhibit 5.1 above).

                                        II-4