As filed with the Securities and Exchange Commission December 1, 1999.
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Issuer as Specified in its Charter)
Florida 59-2260678
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
815 Colorado Avenue
Stuart, Florida 34995
(561) 287-4000
(Address, including zip code, and telephone number
of Principal Executive Offices)
Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan
(Full Title of the Plan)
Dennis S. Hudson, III Copy to:
President and Chief Executive Officer Michael L. Stevens
815 Colorado Avenue Alston & Bird LLP
Stuart, Florida 34995 One Atlantic Center
(561) 287-4000 1201 West Peachtree Street, NW
(Name and address of agent for Atlanta, Georgia 30309-3424
service (404) 881-7970
CALCULATION OF REGISTRATION FEE
- ---------------------- -------------------- ------------------- ------------------ ---------------
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to be Registered Offering Price Aggregate Registration
Registered Per Unit (1) Offering Price (1) Fee
- ---------------------- -------------------- ------------------- ------------------ ---------------
Class A Common Stock, 300,000 (2) $29.25 $8,775,000.00 $2,316.60
$0.10 par value
- ---------------------- -------------------- ------------------- ------------------ ---------------
<FN>
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of Seacoast's Class A
common stock reported on the Nasdaq National Market System on November 23,
1999.
(2) Amount to be registered includes 300,000 shares which may be granted under
the Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan,
plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
</FN>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement includes two forms of prospectuses. The
documents constituting the prospectus under Part I of this Registration
Statement (the "Plan Prospectus") will be sent or given to participants in the
Seacoast Banking Corporation of Florida 1996 Long-Term Incentive Plan (the
"Plan") as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended. The second prospectus (the "Resale Prospectus") may be used in
connection with reoffers and resales of shares of the Class A common stock of
Seacoast Banking Corporation of Florida (the "Company") acquired pursuant to the
Plan prior to the date of this Registration Statement. The Plan Prospectus has
been omitted from this Registration Statement as permitted by Part I of Form
S-8. The Resale Prospectus is filed as part of this Registration Statement as
required by Form S-8.
Upon written or oral request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this registration
statement. The documents are incorporated by reference in both the Plan
Prospectus and the Resale Prospectus. The Company will also provide, without
charge, upon written or oral request, other documents required to be delivered
to employees pursuant to Rule 428(b). Requests for the above mentioned
information, should be directed to Dennis S. Hudson, III at (561) 287-4000.
PROSPECTUS
300,000 Shares
SEACOAST BANKING CORPORATION OF FLORIDA
Class A Common Stock
----------------------
The selling stockholders named under "Selling Stockholders" beginning on
page 2 are selling all of the shares of Class A common stock being offered by
this prospectus. We will not receive any of the proceeds from the sale of shares
by the selling stockholders.
The selling stockholders may sell their shares at various times in the
future. They may sell their shares through the Nasdaq National Market or in
private transactions and at prevailing market prices or negotiated prices, as
described in the section of this prospectus entitled "Plan of Distribution"
beginning on page 3.
Our Class A common stock is listed on the Nasdaq National Market under the
symbol "SBCFA." The last reported sale price of our Class A common stock on
November 30, 1999 was $30.125 per share on the Nasdaq National Market.
-------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December 1, 1999.
SEACOAST BANKING CORPORATION OF FLORIDA
Seacoast is a bank holding company headquartered in Stuart, Florida.
Through its banking subsidiary, First National Bank and Trust Company of the
Treasure Coast ("FNB"), and other indirect subsidiaries, Seacoast offers a full
array of deposit accounts and retail banking services, engages in consumer and
commercial lending and provides a wide variety of trust and investment brokerage
services. Seacoast's primary service area is the "Treasure Coast," which
consists of the counties of Martin, St. Lucie and Indian River on Florida's
southeastern coast. Seacoast was organized under the laws of the state of
Florida and commenced operations in 1983 as a registered bank holding company
under the Bank Holding Company Act.
Our principal executive office is located at 815 Colorado Avenue, Stuart,
Florida 34994, and our telephone number at such address is (561) 287-4000.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus and in some of the documents that
we incorporate by reference in this prospectus are forward-looking statements
about our expectations of what may happen in the future. Statements that are not
historical facts are forward-looking statements. These statements are based on
the beliefs and assumptions of our management and on information currently
available to us. Forward-looking statements can sometimes be identified by our
use of forward-looking words like " anticipate," "believe," "estimate,"
"expect," "intend," "may," "plan" and similar expressions.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and stockholder
value may differ significantly from those expressed in or implied by the
forward-looking statements contained in this prospectus and in the information
incorporated in this prospectus. See "Where You Can Find More Information" on
page 5. Many of the factors that will determine these results and values are
beyond our ability to control or predict. We caution you that a number of
important factors could cause actual results to be very different from and worse
than our expectations expressed in or implied by any forward-looking statement.
Management believes these forward-looking statements are reasonable.
However, you should not place undue reliance on these forward-looking
statements, which are based only on our current expectations. Forward-looking
statements speak only as of the date they are made, and we undertake no
obligation to publicly update any of them in light of new information or future
events.
SELLING STOCKHOLDERS
The selling stockholders acquired beneficial ownership of all the shares
listed below through their participation in Seacoast Banking Corporation of
Florida 1996 Long-Term Incentive Plan. Our registration of the shares being
offered by the selling stockholders does not guarantee that the selling
stockholders will sell all or any of the shares.
The following table shows, as of December 1, 1999:
* the number of shares of our Class A common stock beneficially owned by
each of the named selling stockholders (based on the best information
available to the Company), and
* the number of shares which may be sold by each of the named selling
stockholders under this prospectus.
Other than A Douglas Gilbert and C. William Curtis, Jr., who are Senior
Executive Vice Presidents of the Company, no named selling stockholder is an
affiliate of Seacoast, although each is or was an employee of ours. Each selling
stockholder will beneficially own less than one percent of our outstanding Class
A common stock after the offering.
Shares Shares Which May Be
Beneficially Sold Under This
Selling Stockholder Owned Prospectus
Mike Bolinger * 3,035
C. William Curtis, Jr. 39,238 5,174
Carolyn Elkins * 2,411
Randall Ezell * 12,140
A. Douglas Gilbert 43,319 312
Michele Glorie * 1,214
Vada Hendricks * 2,428
Leonard Hoag 12,999 2,631
Steve Krumfolz * 2,428
Jeff Morton * 3,035
Andrew Richman 8,200 4,529
J. Hal Roberts * 24,280
Jean Strickland 21,582 1,111
* Unknown
In addition, certain unnamed non-affiliates, each of whom may sell up to 1,000
shares, may use this prospectus for reoffers and resales.
PLAN OF DISTRIBUTION
We have registered the shares of Class A common stock covered by this
prospectus for offer and sale from time to time by the selling stockholders,
including their donees, pledgees, transferees or other successors-in-interest
who sell shares received from a selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer after the date of
this prospectus. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.
The selling stockholders may sell the shares being offered by this
prospectus in one or more of the following ways:
* on the Nasdaq National Market or other national securities exchange on
which our Class A common stock is then listed;
* in negotiated transactions;
* through put or call option transactions related to the shares;
* through short sales of the shares; or
* by a combination of these methods of sale.
The selling stockholders may sell the shares at market prices prevailing at
the time of sale, at prices related to the then-prevailing market prices, or at
negotiated prices.
The selling stockholders may sell the shares directly to purchasers or may
sell the shares to or through brokers or dealers by one or more of the
following:
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
* purchases by a broker or dealer as principal and resale by the broker
or dealer for its account under this prospectus;
* a block trade in which the broker or dealer 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 exchange distribution in accordance with the rules of the exchange
or automated interdealer quotation system on which our Class A common
stock is then listed; and
* through the writing of options on the shares.
If required by law at the time a particular offer of shares is made, we will
state the terms and conditions of the sale transaction in a supplement to this
prospectus.
Any brokers or dealers acting in connection with offers and sales of the
shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of shares for whom
such brokers or dealers may act as agents or to whom they may sell as principal,
or both. Any compensation as to a particular broker or dealer might be in excess
of customary commissions.
The selling stockholders and any brokers or dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act. Any commissions received by brokers or
dealers and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.
The selling stockholders have advised us that they have not entered into
any agreements, understandings or arrangements with any brokers or dealers
regarding the sale of their shares and that there is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.
We will bear all expenses in connection with the registration of the shares
being offered by the selling stockholders. The selling stockholders will pay all
brokerage commissions and similar selling expenses, if any, attributable to
sales of the shares. The selling stockholders may agree to indemnify any broker
or dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
Selling stockholders also may sell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
LEGAL MATTERS
Alston & Bird LLP, Atlanta, Georgia, has opined as to the validity of the
shares of Class A common stock being offered by the selling stockholders.
EXPERTS
The consolidated financial statements of Seacoast Banking Corporation of
Florida at December 31, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998 incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon. The consolidated financial statements referred to above are
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. You
can obtain copies of those reports, proxy statements and other information:
* at the Public Reference Room of the SEC, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549;
* from the Internet site that the SEC maintains at http://www.sec.gov,
which contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC;
and
* at the offices of The Nasdaq Stock Market, Inc., Reports Section, 1735
K Street, N.W., Washington, D.C. 20006.
You may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our Class A common stock, including certain exhibits. You can
get a copy of the registration statement from the locations listed above.
The SEC allows us to "incorporate by reference" additional information into
this prospectus. This means that we can disclose additional important
information about us to you by referring you to another document that we have
filed separately with the SEC. The information that we incorporate by reference
is considered to be a part of this prospectus, except for any incorporated
information that is superceded by information contained directly in this
prospectus. We incorporate by reference the documents listed below, as well as
any future documents we file with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 prior to the termination of the
offering of our Class A common stock under this prospectus:
* our annual report on Form 10-K for the fiscal year ended December 31,
1998, including those portions of our proxy statement for the 1999
annual meeting of stockholders incorporated in the Form 10-K by
reference;
* our quarterly report on Form 10-Q for the quarter ended September 30,
1999;
* All other reports filed by us pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1998; and
* the descriptions of our Class A common stock set forth in our
registration statement filed under to Section 12 of the Securities
Exchange Act, and any amendment or report filed for the purpose of
updating these descriptions.
Upon request, we will provide you, at no cost, a copy of any or all of the
documents that we incorporate by reference in this prospectus. Written or oral
requests should be directed to:
Corporate Secretary
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34995
(561) 287-4000
You should rely only on the information contained or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information contained in this prospectus or any supplement is accurate
as of any date other than the date on the cover page of those documents.
================================================================================
Table of Contents 300,000 Shares
Page
Seacoast Banking Corporation
of Florida.................... 2
Special Cautionary Notice
Regarding Forward- SEACOAST BANKING
Looking Statements............ 2 CORPORATION OF FLORIDA
Selling Stockholders............ 2
Plan of Distribution............ 3
Legal Matters................... 5
Experts......................... 5 Class A Common Stock
Where You Can Find More
Information................... 5
Prospectus
December 1, 1999
================================================================================
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Seacoast Banking Corporation of Florida
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and deemed to be a part
hereof from the date of the filing of such documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998; and
(c) The description of Class A common stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The provisions of the Florida Business Corporation Act (the "FBCA") and the
Company's Bylaws set forth the extent to which the Company's directors and
officers maybe indemnified against liabilities they may incur while serving in
such capacities. The Company's Bylaws provide that a director who performs his
duties under the Bylaws in good faith shall have no liability by reason of being
or having been a director of the corporation. The Florida Business Corporation
Act's provisions for indemnification are summarized below.
Section 607.0850(1) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding (other than an action by, or in
right of, the corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. This Subsection further provides that the termination of
proceeding by judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 607.0850(2) empowers a corporation to indemnify any person who was
or is a party to any proceeding by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification may be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 607.0850(3) provides that to the extent that a director, officer,
employee, or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in the preceding
subparagraphs, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
Section 607.0850(4) provides that any indemnification under subsections (1)
or (2), unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in a specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because the person has met the applicable standard of conduct as
set forth in subsections (1) or (2). Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
are not parties to such proceeding; (b) if such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly designated by the board
of directors (in which directors who are parties may participate) consisting
solely of two or more directors who are not at the time parties to the
proceeding; (c) by independent legal counsel selected by the board of directors
described in paragraph (a) or the committee described in paragraph (b), or if a
quorum of the directors cannot be obtained for paragraph (a) and the committee
cannot be designated under paragraph (b), selected by a majority vote of the
full board of directors (in which directors who are parties may participate); or
(d) by the shareholders by a majority vote of a quorum consisting of
shareholders who are not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.
Section 607.0850(5) provides that evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, persons
specified by paragraph 4(c) shall evaluate the reasonableness of expenses and
may authorize indemnification.
Section 607.0850(6) provides that expenses incurred by an officer or
director in defending a civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of such proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if he is ultimately found not to be entitled to indemnification by the
corporation. Expenses incurred by other employees and agents may be paid in
advance upon terms or conditions that the board of directors deems appropriate.
Section 607.0850(7) provides that the indemnification and advancement of
expenses provided pursuant to this section are not exclusive, and the
corporation is empowered to make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, unless a judgment or other final
adjudication establishes that such person's actions or omissions to act were
material to the cause of action so adjudicated and constitute (a) a violation of
the criminal law, unless such person had reasonable cause to believe that his
conduct was lawful or had no reasonable cause to believe that his conduct was
unlawful; (b) a transaction from which such person derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the liability
provisions of Section 607.0834 of the FBCA are applicable; or (d) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor, or in a proceeding by or in the right of a shareholder.
Section 607.0850(8) provides that indemnification and advancement of
expenses shall continue, unless otherwise provided when authorized or ratified,
to a person who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of such person's heirs, executors and administrators
unless otherwise provided when authorized or ratified.
Section 607.0850(9) provides that, unless the corporation's articles of
incorporation provide otherwise, notwithstanding the failure of a corporation to
provide indemnification and despite any contrary determination of the board or
of the shareholders of the specific case, a director, officer, employee, or
agent who is or was a party to a proceeding may apply for indemnification or
advancement of expenses, or both, to the court conducting the proceeding, to the
circuit court, or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers necessary, may
order indemnification and advancement of expenses, including expenses incurred
in seeking court-ordered indemnification or advancement of expenses, if it
determines that (a) the director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement or expenses; (b) the
director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power pursuant to subsection (7); or (c) the director, officer, employee,
or agent is fairly and reasonably entitled to indemnification or advancement of
expenses, or both, in view of all the relevant circumstances, regardless of
whether such person meet the standard of conduct set forth in subsection (1),
subsection (2), or subsection (7).
Section 607.0850(12) provides that the corporation is empowered to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
section.
The Company maintains an insurance policy insuring the Company and
directors and officers of the Company against certain liabilities, including
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
The shares of Class A common stock covered by the resale prospectus which
is a part of this Registration Statement were acquired by the selling
stockholders in transactions which were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended. Such shares were
acquired solely in connection with offers made to participants in the Plan.
Item 8. Exhibits
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page contained in
Part II hereof)
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
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 Securities Exchange Act of 1934 that are
incorporated by reference in this 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 being 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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 Stuart, State of Florida, on the 30th day of
November, 1999.
SEACOAST BANKING CORPORATION OF FLORIDA
By: /s/ Dennis S. Hudson, III
-------------------------------------
Dennis S. Hudson, III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis S. Hudson, III and William R. Hahl, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
Name Capacity Date
- ---- -------- ----
/s/ Dennis S. Hudson, III President and Chief Executive December 1, 1999
- ------------------------- Officer, Director
Dennis S. Hudson, III (Principal Executive Officer)
/s/ William R. Hahl Executive Vice President and
- ------------------------- Chief Financial Officer December 1, 1999
William R. Hahl (Principal Financial Officer
and Chief Accounting Officer)
/s/ Dale M. Hudson Chairman of the Board December 1, 1999
- -------------------------
Dale M. Hudson
/s/ Jeffrey C. Bruner Director December 1, 1999
- -------------------------
Jeffrey C. Bruner
- ------------------------- Director
John H. Crane
/s/ Evans Crary, Jr. Director December 1, 1999
- ------------------------
Evans Crary, Jr.
/s/ Christopher E. Fogal Director December 1, 1999
- -------------------------
Christopher E. Fogal
- ------------------------- Director
Jeffrey S. Furst
- ------------------------- Director
Dennis S. Hudson, Jr.
- ------------------------- Director
John R. Santarsiero, Jr.
/s/ Thomas H. Thurlow, Jr. Director December 1, 1999
- --------------------------
Thomas H. Thurlow, Jr.
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page contained
in Part II hereof)
Exhibit 5.1 and Exhibit 23.1
November 30, 1999
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34995
Re: Form S-8 Registration Statement Seacoast Banking Corporation of
Florida 1996 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Seacoast Banking Corporation of Florida, a
Florida corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and covering 300,000 shares of the
Corporation's Class A Common Stock, $0.10 par value ("Class A Common Stock"),
that may be issued pursuant to the Seacoast Banking Corporation of Florida 1996
Long-Term Incentive Plan (the "Plan").
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 300,000 shares of
Class A Common Stock covered by the Registration Statement and to be issued
pursuant to the Plan, when issued in accordance with the terms and conditions of
the Plan, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Ralph F. MacDonald, III
---------------------------
A Partner
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our
reports dated January 14, 1999, included in Seacoast Banking Corporation of
Florida's Form 10-K for the year ended December 31, 1998, and to all references
to our Firm included in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Fort Lauderdale, Florida,
November 29, 1999.
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