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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Florida | 6022 | 59-2260678 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Ralph F. MacDonald III, Esq.
Jones Day
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309
(404) 581-3939
Large accelerated filero | Accelerated filero | Non-accelerated filerþ(Do not check if a smaller reporting company) | Smaller reporting companyo |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount to be | Aggregate Offering | Aggregate Offering | Amount of | ||||||||||
Securities to be Registered | Registered (1) | Price per Share (2) | Price (2) | Registration Fee | ||||||||||
Common Stock, par value $0.10 per share | 34,482,758 | $1.745 | $60,172,412.71 | $4,290.30 | ||||||||||
(1) | Represents shares offered by the selling stockholders. Includes (i) 34,482,758 shares issuable upon conversion of Seacoast Banking Corporation of Florida’s Series B Mandatorily Convertible Noncumulative Nonvoting Preferred Stock held by the selling stockholders and (ii) an indeterminable number of additional shares of common stock, pursuant to Rule 416 under the Securities Act of 1933, as amended, that may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the shares to be offered by the selling stockholders. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant’s common stock on May 20, 2010, as quoted on the NASDAQ Global Select Market. |
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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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• | the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality; | ||
• | governmental monetary and fiscal policies; | ||
• | legislative and regulatory changes, including changes in banking, securities and tax laws, regulations and policies and their application by our regulators, and changes in the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and other coverage; | ||
• | changes in accounting policies, rules and practices; | ||
• | the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; | ||
• | changes in borrower credit risks and payment behaviors; | ||
• | changes in the availability and cost of credit and capital in the financial markets; | ||
• | changes in the prices, values and sales volumes of residential and commercial real estate; | ||
• | the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; | ||
• | the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates; | ||
• | the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; | ||
• | changes in technology or products that may be more difficult, costly, or less effective than anticipated; |
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• | the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions; | ||
• | the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used in our loan portfolio stress test; | ||
• | the risks that our deferred tax assets could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated, and sales of our capital stock could trigger a reduction in the amount of net operating loss carryforwards that we may be able to utilize for income tax purposes; and | ||
• | other factors and risks described under “Risk Factors” herein. |
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• | Our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, filed with the SEC on May 18, 2010; | ||
• | Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 20, 2010; | ||
• | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, filed with the SEC on May 13, 2010; and | ||
• | Our Current Reports on Form 8-K filed with the SEC on February 1, 2010, March 24, 2010, April 13, 2010 and April 21, 2010. |
P.O. Box 9012
Stuart, Florida 34995
Telephone: (772) 287-4000
Facsimile: (772) 288-6012
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• | four in Stuart, | ||
• | two in Palm City, | ||
• | two in Jensen Beach, | ||
• | one on Hutchinson Island, | ||
• | one in Hobe Sound, | ||
• | six in Vero Beach, | ||
• | two in Sebastian, | ||
• | five in Port St. Lucie, | ||
• | one in Ft. Pierce, | ||
• | three in northern Palm Beach County, | ||
• | three in Orlando, |
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• | two in Okeechobee, | ||
• | one in Arcadia, | ||
• | one in Moore Haven, | ||
• | one in Wauchula, | ||
• | one in Clewiston, | ||
• | one in Labelle, | ||
• | one in Lake Placid, and | ||
• | two in Viera. |
• | FNB Brokerage Services, Inc., or FNB Brokerage, which provides brokerage and annuity services; | ||
• | FNB Insurance Services, Inc., or FNB Insurance, an inactive subsidiary, which was formed to provide insurance agency services; | ||
• | South Branch Building, Inc., which is a general partner in a partnership that constructed a branch facility of Seacoast National; |
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• | TCoast Holdings, LLC, which was formed to own and operate certain properties acquired through foreclosure; | ||
• | BR West, LLC, which was formed in 2008 to hold foreclosed real estate, but which was inactive at year-end 2009. |
We directly own all the common equity in five statutory trusts: |
• | SBCF Capital Trust I, formed on March 31, 2005 for the purpose of issuing $20 million in trust preferred securities; | ||
• | SBCF Statutory Trust II, formed on December 16, 2005, also for the purpose of issuing $20 million in trust preferred securities; | ||
• | SBCF Statutory Trust III, formed on June 29, 2007, for the purpose of issuing $12 million in trust preferred securities; and | ||
• | SBCF Statutory Trusts IV and V, formed on May 16, 2008 for the purpose of issuing additional preferred securities in the future. These have been inactive since their formation. |
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• | amend our Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to permit the conversion in full of the Series B Preferred Stock and provide available authorized but unissued shares for general corporate purposes; and | ||
• | approve the issuance of our common stock upon conversion of the Series B Preferred Stock for purposes of NASDAQ Stock Market Rule 5635. |
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Common stock being offered by selling stockholders | Up to 34,482,758 shares. | |
Selling Stockholders | See “Selling Stockholders” beginning on page 22. | |
Common stock outstanding | 93,396,480 shares as of the date of this prospectus.(1) | |
Use of proceeds | We will not receive any proceeds from the sale of shares by the selling stockholders. | |
NASDAQ Global Select Market Symbol | SBCF | |
Risk Factors | Before investing, you should carefully consider the information set forth under “Risk Factors,” beginning on page 6, for a discussion of the risks related to an investment in our common stock. |
(1) | Includes 34,482,758 shares of common stock issuable upon conversion of the Series B Preferred Stock but does not include 589,623 shares of common stock issuable upon exercise of the warrant held by Treasury or 558,000 shares reserved for issuance upon exercise of stock options with a weighted-average exercise price of $21.21, which have been granted and remained outstanding as of March 31, 2010. See “Description of Capital Stock.” |
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• | We expect to face increased regulation of our industry, including as a result of proposed regulatory reform initiatives by the U.S. government. Compliance with such regulations may increase our costs and limit our ability to pursue business opportunities. | ||
• | Market developments, government programs and the winding down of various government programs may continue to adversely affect consumer confidence levels and may cause adverse changes in borrower behaviors and payment rates, resulting in further increases in delinquencies and default rates, which could affect our loan charge-offs and our provisions for credit losses. |
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• | Our ability to assess the creditworthiness of our customers or to estimate the values of our assets and collateral for loans will be reduced if the models and approaches we use become less predictive of future behaviors, valuations, assumptions or estimates. We estimate losses inherent in our credit exposure, the adequacy of our allowance for loan losses and the values of certain assets by using estimates based on difficult, subjective, and complex judgments, including estimates as to the effects of economic conditions and how these economic conditions might affect the ability of our borrowers to repay their loans or the value of assets. | ||
• | Our ability to borrow from other financial institutions on favorable terms or at all, or to raise capital, could be adversely affected by further disruptions in the capital markets or other events, including, among other things, deterioration in investor expectations and changes in the FDIC’s resolution authority or practices. | ||
• | Failures of other depository institutions in our markets and increasing consolidation of financial services companies as a result of current market conditions could increase our deposits and assets, necessitating additional capital, and may have unexpected adverse effects upon our ability to compete effectively. |
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• | ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; | ||
• | required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; | ||
• | prohibition on making golden parachute payments to senior executives; and | ||
• | agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive. |
• | a prohibition on making any golden parachute payment to a senior executive officer or any of our next five most highly compensated employees; | ||
• | a prohibition on any compensation plan that would encourage manipulation of the reported earnings to enhance the compensation of any of its employees; and | ||
• | a prohibition of the five highest paid executives from receiving or accruing any bonus, retention award or incentive compensation, or bonus except for long-term restricted stock with a value not greater than one-third of the total amount of annual compensation of the employee receiving the stock. |
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• | risks of unknown or contingent liabilities; | ||
• | unanticipated costs and delays; | ||
• | risks that acquired new businesses do not perform consistent with our growth and profitability expectations; | ||
• | risks of entering new markets or product areas where we have limited experience; |
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• | risks that growth will strain our infrastructure, staff, internal controls and management, which may require additional personnel, time and expenditures; | ||
• | exposure to potential asset quality issues with acquired institutions; | ||
• | difficulties, expenses and delays of integrating the operations and personnel of acquired institutions, and start-up delays and costs of other expansion activities; | ||
• | potential disruptions to our business; | ||
• | possible loss of key employees and customers of acquired institutions; | ||
• | potential short-term decreases in profitability; and | ||
• | diversion of our management’s time and attention from our existing operations and business. |
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• | any authorization or issuance of shares ranking senior to such preferred stock; | ||
• | any amendment to the rights of such preferred stock so as to adversely affect the rights, preferences, privileges or voting power of such preferred stock; or | ||
• | consummation of any merger, share exchange or similar transaction unless the shares of such preferred stock remain outstanding, or if we are not the surviving entity in such transaction, are converted into or exchanged for preference securities of the surviving entity and such shares of preferred stock remaining outstanding or such preference securities have such rights, preferences, privileges and voting power as are not materially less favorable to the holders than the rights, preferences, privileges and voting power of the shares of such series of preferred stock. Holders of Series A Preferred Stock or Series B Preferred Stock could block the foregoing transitions, even where considered desirable by, or in the best interests of, holders of our common stock. |
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Sale Price per Share of | Quarterly Dividends | |||||||||||
Seacoast Common Stock | Declared per Share of | |||||||||||
High | Low | Seacoast Common Stock | ||||||||||
2008 | ||||||||||||
First Quarter | $ | 12.910 | $ | 7.510 | $ | 0.16 | ||||||
Second Quarter | 12.000 | 7.760 | 0.16 | |||||||||
Third Quarter | 13.250 | 7.280 | 0.01 | |||||||||
Fourth Quarter | 11.010 | 4.350 | 0.01 | |||||||||
2009 | ||||||||||||
First Quarter | $ | 7.080 | $ | 2.140 | $ | 0.01 | ||||||
Second Quarter | 4.450 | 2.020 | * | |||||||||
Third Quarter | 3.180 | 1.870 | * | |||||||||
Fourth Quarter | $ | 2.650 | $ | 1.110 | * | |||||||
2010 | * | |||||||||||
First Quarter | $ | 2.100 | $ | 1.350 | * | |||||||
Second Quarter (through May 21, 2010) | 2.570 | 1.670 | * |
* | Dividends were suspended as of May 19, 2009. |
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Shares of Common Stock to be | ||||||||||||||||||
Beneficially Owned After Offering (1) | ||||||||||||||||||
Number of Shares of Common | Number of Shares of | |||||||||||||||||
Name of Selling | Stock Beneficially Owned Prior | Common Stock that may | Percentage (if more | |||||||||||||||
Stockholders | to Offering (1) | be Offered | Number | than one percent) |
(1) | We do not know when or in what amounts the selling stockholders may offer shares for sale. The selling stockholders might not sell any or all of the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this prospectus, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders. |
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• | amend our Articles of Incorporation to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends and/or the distribution of assets on our liquidation, dissolution or winding up; or |
• | amend our Articles of Incorporation in a way that adversely affects the rights, preferences, privileges or voting powers of the Series A Preferred Stock; or |
• | consummate a binding share exchange or reclassification involving the Series A Preferred Stock or our merger or consolidation with another entity, unless (i) the shares of Series A Preferred Stock remain outstanding or, in the case of a merger or consolidation in which we are not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the shares of Series A Preferred Stock remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the Series A Preferred Stock prior to consummation of the transaction, taken as a whole; |
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• | Authorization of Senior Stock. Any amendment or alteration of the Articles or any articles of amendment thereto to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of our capital stock ranking senior to the Series B Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up; |
• | Amendment of Series B Preferred Stock. Any amendment, alteration or repeal of any provision of the Articles or these Articles of Amendment thereto (including, unless no vote on such merger or consolidation is required by clause (iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of shares of Series B Preferred Stock; or |
• | Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the shares of Series B Preferred Stock, or of our merger or consolidation with another corporation or other entity, unless in each case (x) the shares of Series B Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of shares of Series B Preferred Stock immediately prior to such consummation, taken as a whole; |
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• | any stock split, stock dividend, subdivision, reclassification or combination of our common stock; |
• | until the earlier of (i) the date on which Treasury no longer holds any portion of the Warrant and (ii) December 19, 2011, issuance of our common stock (or securities convertible into our common stock) for consideration (or having a conversion price per share) less than 90% of then current market value, except for issuances in connection with benefit plans, business acquisitions and public or other broadly marketed offerings; |
• | a pro rata repurchase by us of our common stock; or |
• | a determination by our board of directors to make an adjustment to the anti-dilution provisions as are reasonably necessary, in the good faith opinion of the board, to protect the purchase rights of the warrant holders. |
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• | A requirement that any change to our Articles of Incorporation relating to the structure of our board of directors, certain anti-takeover provisions and shareholder proposals must be approved by the affirmative vote of holders of two-thirds of the shares outstanding and entitled to vote; |
• | A requirement that any change to our bylaws, including any change relating to the number of directors, must be approved by the affirmative vote of either (a) (i) two-thirds of our board of directors, and (ii) a majority of the Continuing Directors (as defined in our Articles of Incorporation) or (b) two-thirds of the shares entitled to vote generally in the election of directors; |
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• | A requirement that shareholders may call a meeting of shareholders on a proposed issue or issues only up the receipt by us from the holders of 50% of all shares entitled to vote on the proposed issue or issues of signed and dated written demands for the meeting describing the purpose for which it is to be held; and |
• | A requirement that a shareholder wishing to submit proposals for a shareholder vote or nominate directors for election comply with certain procedures, including advanced notice requirements. |
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• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of the NASDAQ Stock Market; |
• | privately negotiated transactions; |
• | options transactions or through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | covering short sales made after the date that this registration statement is declared effective by the SEC; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to the applicable law. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
Amount to | ||||
be Paid | ||||
SEC Registration Fee | $ | 4,290.30 | ||
Legal Fees and Expenses | 50,000.00 | |||
Accounting Fees and Expenses | 3,750.00 | |||
Miscellaneous Expenses | 10,000.00 | |||
Total | $ | 68,040.30 | ||
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Exhibit | ||
Number | Description | |
3.1 | Amended and Restated Articles of Incorporation Incorporated herein by reference from the Company’s Quarterly Report of Form 10-Q, filed on May 10, 2006. | |
3.2 | Amended and Restated By-laws of the Corporation Incorporated herein by reference from the Company’s Form 8-K, filed on December 21, 2007. | |
3.3 | Articles of Amendment to the Amended and Restated Articles of Incorporation |
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Exhibit | ||
Number | Description | |
Incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | ||
3.4 | Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference to the Company’s Registration Statement on Form S-1, filed on June 22, 2009. | |
3.5 | Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference to the Company’s Form 8-K, filed on July 20, 2009. | |
3.6 | Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference to the Company’s Form 8-K, filed on December 3, 2009. | |
3.7 | Articles of Amendment to the Amended and Restated Articles of Incorporation Incorporated herein by reference to the Company’s Form 8-K, filed on April 13, 2010. | |
4.1 | Specimen Common Stock Certificate Incorporated herein by reference from the Company’s Form 10-K, filed on March 28, 2003. | |
4.2 | Junior Subordinated Indenture Dated as of March 31, 2005, between the Company and Wilmington Trust Company, as Trustee (including the form of the Floating Rate Junior Subordinated Note, which appears in Section 2.1 thereof), incorporated herein by reference from the Company’s Form 8-K, filed on April 5, 2005. | |
4.3 | Guarantee Agreement Dated as of March 31, 2005 between the Company, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, incorporated herein by reference from the Company’s Form 8-K, filed on April 5, 2005. | |
4.4 | Amended and Restated Trust Agreement Dated as of March 31, 2005, among the Company, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee and the Administrative Trustees named therein, as Administrative Trustees (including exhibits containing the related forms of the SBCF Capital Trust I Common Securities Certificate and the Preferred Securities Certificate), incorporated herein by reference from the Company’s Form 8-K, filed on April 5, 2005. | |
4.5 | Indenture Dated as of December 16, 2005, between the Company and U.S. Bank National Association, as Trustee (including the form of the Junior Subordinated Debt Security, which appears as Exhibit A to the Indenture), incorporated herein by reference from the Company’s Form 8-K, filed on December 21, 2005. | |
4.6 | Guarantee Agreement Dated as of December 16, 2005, between the Company, as Guarantor, and U.S. Bank National Association, as Guarantee Trustee, incorporated herein by reference from the Company’s Form 8-K, filed on December 21, 2005. | |
4.7 | Amended and Restated Declaration of Trust Dated as of December 16, 2005, among the Company, as Sponsor, Dennis S. Hudson, III and William R. Hahl, as Administrators, and U.S. Bank National Association, as Institutional Trustee (including exhibits containing the related forms of the SBCF Statutory Trust II Common Securities Certificate and the Capital Securities Certificate), incorporated herein by reference from the Company’s Form 8-K, filed on December 21, 2005. | |
4.8 | Indenture Dated June 29, 2007, between the Company and LaSalle Bank National Association, as Trustee (including the form of the Junior Subordinated Debt Security, which appears as Exhibit A to the Indenture), incorporated herein by reference from the Company’s Form 8-K, filed on July 3, 2007. | |
4.9 | Guarantee Agreement Dated June 29, 2007, between the Company, as Guarantor, and LaSalle Bank National Association, as Guarantee, incorporated herein by reference from the Company’s Form 8-K, filed on July 3, 2007. | |
4.10 | Amended and Restated Declaration of Trust Dated June 29, 2007, among the Company, as Sponsor, Dennis S. Hudson, III and William R. Hahl, as Administrators, and LaSalle Bank National Association, as Institutional Trustee (including exhibits containing |
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Exhibit | ||
Number | Description | |
the related forms of the SBCF Statutory Trust III Common Securities Certificate and the Capital Securities Certificate), incorporated herein by reference from the Company’s Form 8-K, filed on July 3, 2007. | ||
4.11 | Trust Agreement of SBCF Capital Trust IV Dated May 16, 2008, among the Company, as Depositor and Wilmington Trust Company, a Delaware banking corporation, as Trustee (including exhibits containing the related forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture, Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital Trust IV), incorporated herein by reference from the Company’s Form S-3, filed on May 23, 2008. | |
4.12 | Trust Agreement of SBCF Capital Trust V Dated May 16, 2008, among the Company, as Depositor and Wilmington Trust Company, a Delaware banking corporation, as Trustee (including exhibits containing the related forms of Junior Subordinated Indenture, Subordinated Indenture, Senior Indenture, Guarantee Agreement and the Amended and Restated Trust Agreement of SBCF Capital Trust V), incorporated herein by reference from the Company’s Form S-3, filed on May 23, 2008. | |
4.13 | Specimen Preferred Stock Certificate Incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | |
4.14 | Warrant for Purchase of Shares of Common Stock Incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | |
4.15 | Stock Purchase Agreement Dated October 23, 2009, among the Company and CapGen Capital Group III, L.P., a Delaware banking corporation, incorporated herein by reference from the Company’s Form 8-K, filed on October 29, 2009. | |
4.16 | Registration Rights Agreement Dated October 23, 2009, among the Company and CapGen Capital Group III, L.P., a Delaware banking corporation, incorporated herein by reference from the Company’s Form 8-K, filed on October 29, 2009. | |
4.17 | Registration Rights Agreement Dated as of April 8, 2010, among the Company and the investors named on the signature pages thereto, incorporated herein by reference from the Company’s Form 8-K, filed on April 13, 2010. | |
5.1 | Opinion of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered* | |
10.1 | Amended and Restated Retirement Savings Plan, with Amendments Incorporated herein by reference from the Company’s Annual Report on Form 10-K, filed on March 28, 2003. | |
10.2 | Amended and Restated Employee Stock Purchase Plan Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2009. | |
10.3 | Executive Employment Agreement Dated January 18, 1994 between Dennis S. Hudson, III and the Bank, incorporated herein by reference from the Company’s Annual Report on Form 10-K, filed on March 28, 1995. | |
10.4 | Executive Employment Agreement Dated January 2, 2007 between Harry R. Holland, III and the Bank, incorporated herein by reference from the Company’s Form 8-K, filed on January 3, 2007. | |
10.5 | 1996 Long Term Incentive Plan Incorporated herein by reference from the Company’s Registration Statement on Form S-8 File No. 333-91859, filed on December 1, 1999. | |
10.6 | 2000 Long Term Incentive Plan as Amended Incorporated herein by reference from the Company’s Registration Statement on Form S-8 File No. 333-49972, filed on November 15, 2000. | |
10.7 | Executive Deferred Compensation Plan Incorporated herein by reference from the Company’s Annual Report on Form 10-K, filed on March 30, 2001. | |
10.8 | Change of Control Employment Agreement |
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Exhibit | ||
Number | Description | |
Dated December 24, 2003 between Dennis S. Hudson, III and the Registrant, incorporated herein by reference from the Company’s Form 8-K, filed on December 29, 2003. | ||
10.9 | Change of Control Employment Agreement Dated December 24, 2003 between William R. Hahl and the Company, incorporated herein by reference from the Company’s Form 8-K, filed on December 29, 2003. | |
10.10 | Change of Control Employment Agreement Dated July 18, 2006 between Richard A. Yanke and the Registrant, incorporated herein by reference from the Company’s Annual Report on Form 10-K, filed on March 15, 2007. | |
10.11 | Directors Deferred Compensation Plan Dated June 15, 2004, but effective July 1, 2004, incorporated herein by reference from the Company’s Annual Report on Form 10-K, filed on March 17, 2005. | |
10.12 | Executive Employment Agreement Dated March 26, 2008 between O. Jean Strickland and the Bank and Company, incorporated herein by reference from the Company’s Annual Report on Form 8-K, filed on March 26, 2008. | |
10.13 | 2008 Long-Term Incentive Plan Incorporated herein by reference from the Company’s Proxy Statement on Form DEF 14A as Exhibit A, filed on March 18, 2008. | |
10.14 | Letter Agreement Dated December 19, 2008, between the Company and the United States Department of the Treasury incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | |
10.15 | Formal Agreement Dated December 16, 2008, between the Company and the Office of the Comptroller of the Currency incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008; | |
10.16 | Waiver of Senior Executive Officers Dated December 19, 2008, issued to the United Stated Department of the Treasury incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | |
10.17 | Consent of Senior Executive Officers Dated December 19, 2008, issued to the United States Department of the Treasury incorporated herein by reference from the Company’s Form 8-K, filed on December 23, 2008. | |
10.18 | Form of 409A Amendment to Employment Agreements with Dennis S. Hudson, III, William R. Hahl, A. Douglas Gilbert, O. Jean Strickland and H. Russell Holland, III Incorporated herein by reference from the Company’s Form 8-K, filed on January 5, 2009. | |
10.19 | Form of Long-Term Restricted Stock Award Agreement between Seacoast Banking Corporation of Florida and Dennis S. Hudson, III Incorporated herein by reference to the Company’s Form 8-K, filed on March 24, 2010. | |
10.20 | Employment Agreement Waiver of Dennis S. Hudson, III Incorporated herein by reference to the Company’s Form 8-K, filed on March 24, 2010. | |
21.1 | Subsidiaries of the Registrant | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page) |
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(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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% 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; |
(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 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. | ||
(4) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | ||
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. |
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SEACOAST BANKING CORPORATION OF FLORIDA | ||||
By: | /s/ Dennis S. Hudson, III | |||
Dennis S. Hudson, III | ||||
Chairman of the Board and Chief Executive Officer | ||||
Signature | Title | |
/s/ Dennis S. Hudson, III | Chairman and Chief Executive Officer (Principal Executive Officer) | |
/s/ William R. Hahl | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
/s/ Stephen E. Bohner | Director | |
/s/ John H. Crane | Director |
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Signature | Title | |
/s/ H. Gilbert Culbreth, Jr. | Director | |
/s/ A. Douglas Gilbert | Director | |
/s/ Robert B. Goldstein | Director | |
/s/ Dennis S. Hudson Jr. | Director | |
/s/ Thomas E. Rossin | Director | |
/s/ Thomas H. Thurlow, Jr. | Director | |
/s/ Edwin E. Walpole III | Director |
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