SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the Appropriate Box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
(Name of Registrant as Specified in Its Charter)
Atlantic BancGroup, Inc.
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO ATLANTIC BANCGROUP, INC.]
March 24, 2006
To our Shareholders:
The 2006 Annual Meeting of Shareholders of Atlantic BancGroup, Inc.
will be held at the Selva Marina Country Club, 1600 Selva Marina Drive, Atlantic
Beach, Florida 32233 on April 27, 2006, beginning at 3:00 p.m. local time.
The Notice of the Annual Meeting of Shareholders and Proxy Statement
attached to this letter describe the formal business that will be transacted at
the Annual Meeting and provide material information concerning that business.
Our directors and officers, as well as a representative of the accounting firm
Stevens, Powell & Company, P.A., will be present at the Annual Meeting to
respond to your questions and to share with you our plans and goals for 2006.
It is important that your shares be represented and voted at the Annual
Meeting. You can vote your shares by completing and signing the enclosed Proxy
Card. Should you attend the Annual Meeting and prefer to vote in person, you
will be given that opportunity.
On behalf of the Board of Directors and all the employees of Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Barry W. Chandler
Barry W. Chandler
President and Chief Executive Officer
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
[LOGO ATLANTIC BANCGROUP, INC.]
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2006
The 2006 Annual Meeting of Shareholders ("Annual Meeting") of Atlantic
BancGroup, Inc. ("Atlantic BancGroup") will be held at the Selva Marina Country
Club, 1600 Selva Marina Drive, Atlantic Beach, Florida 32233, on April 27, 2006,
beginning at 3:00 p.m. local time. At the Annual Meeting, the holders of
Atlantic BancGroup's outstanding common stock will act on the following items:
1. - The election of two Class III members of the Board of
Directors, each to serve for a three-year term;
2. - The ratification of the appointment of Stevens, Powell &
Company, P.A., as the independent auditors for Atlantic
BancGroup and its wholly-owned subsidiary, for the fiscal year
ending December 31, 2006;
3. - The adjournment of the Annual Meeting to solicit additional
proxies in the event there are not sufficient votes to approve
any of the foregoing items; and
4. - To transact any other business that properly comes before
the Annual Meeting, or any adjournment thereof.
All shareholders of record owning shares of Atlantic BancGroup at the
close of business on February 28, 2006, are entitled to vote at the Annual
Meeting or any adjournments thereof.
By Order of the Board of Directors,
/s/ David L. Young
David L. Young
Corporate Secretary
Jacksonville Beach, Florida
March 24, 2006
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
[LOGO ATLANTIC BANCGROUP, INC.]
PROXY STATEMENT
These proxy materials are being provided in connection with the
solicitation of proxies by the Board of Directors of Atlantic BancGroup, Inc.
("Atlantic BancGroup") to be voted at the 2006 Annual Meeting of Shareholders,
and any adjournment thereof ("Annual Meeting"). Atlantic BancGroup's Annual
Report, which includes the financial statements for the fiscal year ended
December 31, 2005, accompanies this Proxy Statement, which is first being mailed
to shareholders on or about March 24, 2006.
Date, Time and Location
> Thursday, April 27, 2006
> 3:00 p.m. local time
> Selva Marina Country Club, 1600 Selva Marina Drive,
Atlantic Beach, Florida 32233
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being
furnished to Atlantic BancGroup shareholders in connection with the solicitation
of proxies by the Board of Directors of Atlantic BancGroup, the parent holding
company of Oceanside Bank ("Bank").
Regardless of the number of shares of common stock that you own, it is
important that your shares be represented by proxy or that you be present at the
Annual Meeting. To vote by proxy, please indicate your vote in the spaces
indicated on the enclosed Proxy Card and return it signed and dated, in the
enclosed postage-paid envelope. Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein. If you do not indicate
how your shares should be voted on a matter, the shares represented by your
properly completed proxy will be voted in accordance with the Board of
Directors' recommendations as stated in this Proxy Statement.
In order for us to have a quorum present to be able to convene the
Annual Meeting, it is important that your proxy be returned promptly. Therefore,
whether or not you plan to be present at the Annual Meeting, please complete,
sign, and date the enclosed Proxy Card and return it in the enclosed
postage-paid envelope, so that your proxy can be counted for purposes of
establishing a quorum in order for the Annual Meeting to proceed as scheduled.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
1
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. How-ever, you may revoke a proxy at any time prior to its exercise by:
> Delivering a written notice of revocation to Atlantic BancGroup; or
> Delivering a duly executed proxy bearing a later date to Atlantic
BancGroup; or
> Attending the Annual Meeting and choosing to vote in person.
Voting Procedures
Our Articles of Incorporation do not provide for cumulative voting.
Under the Florida Business Corporation Act ("Act"), directors are elected by a
plurality of the votes cast at a meeting at which a quorum is present. Our
Bylaws provide that a majority of shares entitled to vote and represented in
person or by proxy at a shareholder meeting constitutes a quorum. Therefore,
each shareholder of record on the record date has the right to vote, in person
or by proxy, the number of shares owned by him or her for as many director
nominees as there are directors to be elected. For example, if you own five
shares, you may vote a maximum of five shares for each director to be elected.
Other matters are approved if affirmative votes cast for a proposal
exceed the votes cast against that proposal at a meeting at which a quorum is
present, unless a greater number of affirmative votes or voting by classes is
required by the Act or our Articles of Incorporation. Abstentions and broker
non-votes have no effect on these types of matters under the Act.
If your shares are held in "street name," under certain circumstances
your brokerage firm may vote your shares. Brokerage firms have authority to vote
their customers' shares on certain "routine" matters, including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of establishing a quorum to conduct
business at the meeting. A brokerage firm cannot vote its customers' shares on
non-routine matters. Accordingly, these shares are not counted as votes against
a non-routine matter, but rather are not counted at all for these matters.
The close of business on February 28, 2006, has been fixed by the Board
of Directors as the "record date" for determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting, and any adjournment thereof. On
the record date, there were 1,247,516 shares of Atlantic BancGroup common stock
outstanding which were held by approximately 650 shareholders.
MARKET INFORMATION
Our common stock is quoted on the NASDAQ SmallCap Market under the symbol
"ATBC." The market price for our stock is included in our Annual Report on Form
10-KSB under the heading "Market Price for Registrant's Common Equity and
Related Stockholder Matters."
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
2
BOARD OF DIRECTORS MEETINGS
During the year ended December 31, 2005, Atlantic BancGroup's Board of
Directors held four regular meetings. All directors attended at least 75% of the
total meetings of the Board of Directors and any committees on which he or she
served. Atlantic BancGroup currently does not pay directors' fees, except for
$500 per month paid to its Chairman, Donald J. Glisson, Jr. The Directors of the
Bank receive $750 for each Board meeting. Members of the Bank's Loan Committee
receive $250 per month for serving on the Committee and members of the
Asset/Liability and Audit Committees receive $50 per meeting. Atlantic BancGroup
requires its Directors to attend the Annual Meeting of Shareholders, and in
2005, all of our Directors were in attendance.
COMMITTEES OF THE BOARD OF DIRECTORS
In 2005, Atlantic BancGroup had three standing committees, the Audit
Committee, the Nominating Committee and the Compensation Committee. The Audit
Committee has adopted a formal charter, a copy of which was attached to the 2005
Proxy Statement as Exhibit A.
The Nominating Committee meets to evaluate director candidates for
Atlantic BancGroup's Board of Directors. This Committee has not yet adopted a
charter and does not have written procedures or a policy on the selection of
nominees or the evaluation of shareholder recommendations. Until a charter and
nominating procedures are put in place, the Committee will make all such
decisions on a case-by-case basis, in which it may consider the nominee's
business background, involvement in the community, prior banking experience, and
involvement with Oceanside Bank. These are the same criteria used in evaluating
candidates selected by the Board. Based on Atlantic BancGroup's size and
marketing area, the Board believes these policies are appropriate for Atlantic
BancGroup. The Committee met one time in 2005; each director attended that
meeting. The Nominating Committee is composed of Chairman Donald F. Glisson,
Jr., Frank J. Cervone, Jimmy D. Dubberly, and Gordon K. Watson.
The Compensation Committee serves with regard to compensation and
personnel policies, programs and plans, including management development and
succession, and to approve employee compensation and benefit programs. The
Compensation Committee does not have a charter. The Compensation Committee met
one time in 2005. In 2005, all members attended such meeting. The Board has
determined that each member of the Committee is independent as defined by Nasdaq
rules. The Compensation Committee is composed of Chairman Donald F. Glisson,
Jr., Frank J. Cervone, Jimmy D. Dubberly, and Gordon K. Watson.
REPORT OF THE AUDIT COMMITTEE
The functions of the Audit Committee are focused on three areas:
|_| The adequacy of Atlantic BancGroup's and the Bank's internal
controls and financial reporting process and the reliability
of Atlantic BancGroup's and the Bank's financial statements.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
3
|_| The performance of Atlantic BancGroup's and the Bank's
internal auditors and the independence and performance of
Atlantic BancGroup's and the Bank's independent auditors.
|_| Atlantic BancGroup's and the Bank's compliance with legal and
regulatory requirements.
The Audit Committee met with management periodically to consider the
adequacy of Atlantic BancGroup's and the Bank's internal controls and the
objectivity of their financial reporting. These matters were discussed with
Atlantic BancGroup's and the Bank's independent auditors.
The Audit Committee also met with the independent auditors without
management present. The independent auditors have unrestricted access to the
members of the Audit Committee. The Audit Committee also recommends to the Board
the appointment of the independent auditors and periodically reviews their
performance, fees, and independence from management.
The Board of Directors believes that the members of the Audit Committee
are all "Independent Directors" as defined under the National Association of
Securities Dealers Rules. In addition, the Board has determined that none of the
Audit Committee members have any relationships which would impair their
abilities to objectively and impartially execute their duties.
Ms. Robin Scheiderman, a Certified Public Accountant, with extensive
auditing experi-ence, has the requisite financial expertise to qualify as an
"audit committee financial expert" as defined by Securities and Exchange
Commission Rules. Accordingly, the Board has designated Ms. Scheiderman to hold
that position.
Management has primary responsibility for Atlantic BancGroup's and the
Bank's financial statements and the overall reporting process, including the
system of internal controls. The independent auditors audit the annual financial
statements prepared by management and express an opinion as to whether those
financial statements fairly present the financial position, review the results
of operations and cash flows of Atlantic BancGroup and the Bank in conformity
with accounting principles generally accepted in the United States of America,
and discuss with the Audit Committee any issues they believe should be raised or
addressed. The Audit Committee monitors these processes, relying without
independent verification, on the information provided to the Audit Committee and
on the representations made by management and the independent auditors.
This year, the Audit Committee reviewed Atlantic BancGroup's and the
Bank's audited financial statements as of, and for, the fiscal year ended
December 31, 2005, and met with both management and the independent auditors of
Atlantic BancGroup and the Bank to discuss those financial statements.
Management has represented to the Audit Committee that the financial statements
were prepared in accordance with accounting principles generally accepted in the
United States of America.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
4
The Audit Committee has received from, and discussed with, Stevens,
Powell & Company, P.A. the written disclosure and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees). These items relate to the accounting firm's independence from
Atlantic BancGroup and the Bank. The Audit Committee also discussed with
Stevens, Powell & Company, P.A. any matters required to be discussed by the
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
Based on these reviews and discussions, the Audit Committee recommended
to the Board of Directors that Atlantic BancGroup's audited financial statements
be included in Atlantic BancGroup's and the Bank's annual report on Form 10-KSB
for the fiscal year ended December 31, 2005. Atlantic BancGroup's and the Bank's
Audit Committee each met three times in 2005. No Audit Committee member attended
less than 75% of the meetings, other than Donald F. Glisson, Jr., who attended
67%.
Jimmy D. Dubberly, Chairman Dr. Conrad L. Williams
Robin H. Scheiderman Donald F. Glisson, Jr.
|_| PROPOSAL I. ELECTION OF DIRECTORS |_|
The Board of Directors is presently comprised of eight members.
Atlantic BancGroup's Articles of Incorporation provide that directors shall be
divided into three classes, with each group serving for staggered three-year
terms. This year, two Class III directors are to be elected. To the best of our
knowledge, no director nominee is being proposed for election pursuant to any
agreement between that person and any other person.
The two nominees, Conrad L. Williams and Dennis M. Wolfson have
indicated their willingness to stand for election and to serve as directors if
elected. Should either director nominee become unable or unwilling to serve,
proxies will be voted for the election of such other person as the Board of
Directors may choose to nominate.
As previously discussed in this Proxy Statement, the affirmative vote
of a plurality of the votes cast at the Annual Meeting is needed to elect a
director. Abstentions and withheld votes will have the same effect as votes
against a director nominee.
Information relating to the business experience and age of Atlantic
BancGroup's director nominees, continuing directors, and non-director executive
officers is set forth below.
DIRECTOR NOMINEES
CLASS III DIRECTORS
TERMS TO EXPIRE IN 2009
Conrad L. Williams, age 76, is a director of Atlantic BancGroup and the
Bank. He has been a director of Atlantic BancGroup since December 1998, and a
director of the Bank since 1996. Dr. Williams is a retired veterinarian. He has
been a resident of the Jacksonville Beaches community since 1959. Dr. Williams
holds two undergraduate degrees, one from Louisiana Tech University and one from
the University of Florida. Dr. Williams received his DVM degree from the
University of Georgia, College of Veterinary Medicine.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
5
Dennis M. Wolfson, age 64, is a director of Atlantic BancGroup and the
Bank. He has been a director of Atlantic BancGroup since December 1998 and a
director of the Bank since 1996. Mr. Wolfson is a life long resident of
Jacksonville. Mr. Wolfson is self-employed as a real estate investor, mortgage
broker, and real estate broker. Mr. Wolfson served as Senior Vice President and
Director of the Daylight Grocery Company. In addition, he served as Vice
President and Director of Merritt-Chapman & Scott Corporation, managing a ninety
million dollar portfolio. Mr. Wolfson is a trustee of Wolfson Children's
Hospital in Jacksonville and of the Jacksonville Jewish Foundation. Mr. Wolfson
attended Bentley College and Boston University. He received his Bachelor's
degree in Finance from the University of Georgia.
CONTINUING DIRECTORS
CLASS I DIRECTORS
TERMS TO EXPIRE IN 2008
Frank J. Cervone, age 53, is a director of Atlantic BancGroup and the
Bank. He has been a director of Atlantic BancGroup since December 1998, and a
director of the Bank since December 1996. Dr. Cervone is an endodontist and has
been practicing in Jacksonville Beach since 1990. Dr. Cervone holds a Bachelor's
degree in Biology from the University of Pittsburgh, a D.M.D. degree from the
University of Pittsburgh, School of Dental Medicine, and a specialty designation
in Endodontics from the University of Pennsylvania.
Barry W. Chandler, age 55, is a director of Atlantic BancGroup and the
Chairman of the Board of the Bank. Mr. Chandler has served as: President and
Chief Executive Officer of Atlantic BancGroup since April 2000, director of
Atlantic BancGroup since December 1998, President of the Bank since 1996, and
Chief Executive Officer of the Bank since April 2000. Prior to joining the Bank,
Mr. Chandler was with Ponte Vedra National Bank from 1990 to 1996. He is a
graduate of the Graduate School of Retail Bank Management at the University of
Virginia.
Jimmy D. Dubberly, age 64, is a director of Atlantic BancGroup and the
Bank. He has been a director with Atlantic BancGroup since December 1998 and a
director of the Bank since 1996. Mr. Dubberly is also the Chairman and Chief
Executive Officer of the South Georgia Bank, Glennville, Georgia, positions he
has held since 1986. Mr. Dubberly is a graduate of the School of Banking of the
South at Louisiana State University and the Georgia Banking School at the
University of Georgia.
CLASS II DIRECTORS
TERMS EXPIRING IN 2007
Donald F. Glisson, Jr., age 46, is the Chairman of the Board of
Atlantic BancGroup and a director of the Bank. He has served in these positions
since December 1998 and 1996, respectively. Mr. Glisson serves as President of
Triad Financial Services, Inc., in Jacksonville, Florida. Triad Financial is a
100 plus employee consumer finance company. Mr. Glisson graduated from Florida
State University with a Bachelor's degree in Finance.
Robin H. Scheiderman, age 49, is a director of Atlantic BancGroup and
the Bank. She has served in these positions since December 1998 and 1997,
respectively. Since 1992, Ms. Scheiderman has been self-employed as a certified
public accountant. Prior to that she served as
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
6
the Chief Financial Officer for the California College for Health Sciences. In
addition, Ms. Scheiderman served as Director of Taxes for Florida Rock
Industries, Inc. in Jacksonville, Florida. She earned a Bachelor's degree and a
Master's degree from the University of North Florida. Ms. Scheiderman is a
licensed Certified Public Accountant and Certified Financial Planner.
Gordon K. Watson, age 56, is a director of Atlantic BancGroup and has
served in that capacity since December 1998. He has also been a director of the
Bank since December 1996. Mr. Watson is a founding member, senior partner, and
sole shareholder of the law firm of Watson & Osborne, P.A. in Jacksonville,
Florida, since 1974. His law firm focuses on real estate, probate, and estate
planning law, and currently employs approximately 50 persons. He is a resident
of Ponte Vedra Beach. Mr. Watson received a Bachelor's degree in Marketing and
Management from Jacksonville University and his Juris Doctorate degree from the
University of Florida.
NON-DIRECTOR EXECUTIVE OFFICERS
David L. Young, age 60, is an Executive Vice President, the Chief
Financial Officer, and the Corporate Secretary of Atlantic BancGroup, and also
an Executive Vice President and the Chief Financial Officer of the Bank. Mr.
Young joined the Bank in May 1997. Prior to joining the Bank, Mr. Young was the
Finance Manager for the Loan and Investment Operation Division of Barnett Bank
in Jacksonville from 1995 to 1997. He is a graduate of Jacksonville University
and the Graduate School of Retail Bank Management at the University of Virginia.
Grady R. Kearsey, age 61, is an Executive Vice President and the Senior
Loan Officer of the Bank. Mr. Kearsey joined the Bank in July 1997 and served as
Vice President - Lender until January 2001, when he was promoted to his current
position. Prior to joining the Bank, Mr. Kearsey served as Vice President -
Market Manager of SunTrust Bank from 1996 to July 1997. Prior to serving with
SunTrust, Mr. Kearsey was with Ponte Vedra National Bank. Mr. Kearsey has a
Bachelor's degree from Jacksonville University.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that the Shareholders
Vote "For" the Election of the Two Class III Director Nominees.
- --------------------------------------------------------------------------------
BENEFICIAL STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information regarding the current
beneficial ownership of Atlantic BancGroup common stock of each director
nominee, continuing director, and non-director executive officer as of the
record date. Based upon stock ownership filings with the Securities and Exchange
Commission, to the best of our knowledge, Mr. Watson is the only beneficial
owner of more than 5% of Atlantic BancGroup's common stock.
(Table to follow on next page)
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
7
Number % of
of Shares Beneficial
Name Owned (1) Ownership
--------------------------- --------- ---------
Frank J. Cervone 14,640 1.17%
Barry W. Chandler 15,000 1.20
Jimmy D. Dubberly 7,840 0.63
Donald F. Glisson, Jr. 40,611 3.26
Grady R. Kearsey 3,670 0.29
Robin H. Scheiderman 50,400 4.04
Gordon K. Watson 80,579 6.46
Conrad L. Williams 6,120 0.49
Dennis M. Wolfson 12,300 0.99
David L. Young 7,320 0.59
------- -----
All directors and executive officers
as a group (10 individuals) 238,480 19.12%
======= =====
- --------------------------
(1) Includes shares for which the named person:
o has sole voting and investment power;
o has shared voting and investment power with a spouse; or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table below shows compensation information
regarding: Barry W. Chandler, Chief Executive Officer and President of Atlantic
BancGroup and Chief Executive Officer, President, and Chairman of the Board of
the Bank; Grady R. Kearsey, Executive Vice President and Senior Loan Officer of
the Bank; and David L. Young, Executive Vice President and Chief Financial
Officer of Atlantic BancGroup and the Bank. No other executive officer received
compensation at a level required to be reported herein by Securities and
Exchange Commission regulations.
Annual Compensation
---------------------------------------
Other
Annual
Name and Principal Position Year Salary Bonus Compensation
- ------------------------------------- ---- ------ ----- ------------
2005 $ 167,400 $ 19,800 $ 35,728(1)
Barry W. Chandler 2004 150,000 15,000 47,318(1)
President and Chief Executive Officer 2003 134,375 16,125 22,535(1)
Grady R. Kearsey 2005 $ 120,000 $ 14,400 $ 38,383(2)
Executive Vice President and Senior 2004 95,000 9,500 13,440(2)
Loan Officer 2003 86,000 10,320 8,550(2)
David L. Young 2005 $ 96,600 $ 11,520 $ 27,640(3)
Executive Vice President and Chief 2004 89,000 8,900 12,223(3)
Financial Officer 2003 82,775 9,933 7,024(3)
(footnotes to follow on next page)
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
8
- --------------------------
(1) Includes Simple IRA contribution, split dollar life insurance premiums,
Indexed Retirement Plan accruals, directors' fees, referral fees,
incentives, vacation buy-back and Kiwanis Club dues.
(2) Includes Simple IRA contribution, indexed retirement plan accrual,
referral fees, incentives, vacation buy-back and Exchange Club dues.
(3) Includes Board Secretary fees, Simple IRA contribution, Indexed
Retirement Plan accruals, referral fees, incentives and vacation
buy-backs.
Benefits
Officers of the Bank are provided hospitalization, major medical, short
and long-term disability insurance, dental insurance, and term life insurance
under group plans with generally the same terms as are offered to all full-time
employees.
Employment Contracts
Neither Atlantic BancGroup nor the Bank has employment agreements with
any of its employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, executive officers, and principal shareholders
(defined as individuals owning 5% or more of Atlantic BancGroup common stock) of
Atlantic BancGroup are customers of, and have banking relations with, the Bank.
Loans made to these individuals are governed under the provisions of Section
22(h) of the Federal Reserve Act. Section 22(h) requires that any loans made by
the Bank to such individuals, or to any related interest of such individuals,
must: (i) be on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
non-affiliated parties and; (ii) not involve more than the normal risk of
repayment or present other unfavorable features. These restrictions do not
affect preferential loans to full-time employees who are not directors or
executive officers of Atlantic BancGroup or the Bank. Atlantic BancGroup has no
loans outstanding to its directors or officers that are not performing according
to the terms of such loans. As of December 31, 2005, the Bank's aggregate
outstanding balances on loans to directors, executive officers, and principal
shareholders of Atlantic BancGroup and the Bank were $2,323,247.
Watson & Osborne, P.A., in which Atlantic BancGroup's director Gordon
K. Watson is a partner, is a law firm that handles some of the Bank's mortgage
closings. The fees received for such services are paid by the borrowers and are
the same fees charged to borrowers from other unaffiliated banks.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
9
PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF THE
|_| INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING |_|
DECEMBER 31, 2006
Following consultation with the Audit Committee, the Board of Directors
intends to retain the accounting firm of Stevens, Powell & Company, P.A.
("Stevens, Powell"), as the independent auditors for Atlantic BancGroup and the
Bank for the fiscal year ending December 31, 2006. A representative from the
firm is expected to be present at the Annual Meeting to make a statement and to
respond to any shareholder questions.
Audit Fees: The aggregate fees billed for professional services by
Stevens, Powell, in connection with the audit of the annual financial statements
and the reviews of the financial statements included in Atlantic BancGroup's
quarterly filings with the Securities and Exchange Commission for the fiscal
years ended December 31, 2004 and December 31, 2005, were $110,850 and $89,050,
respectively.
Audit-Related Fees: In 2004 and 2005, Stevens, Powell also billed
Atlantic BancGroup $465 and $257, respectively, for fees reasonably related to
the performance of its audit and reviews of financial statements, which included
courier costs and postage for confirmations.
Tax Fees: In 2004 and 2005, Stevens, Powell also billed Atlantic
BancGroup $4,800 and $4,800, respectively, for tax compliance and advice,
including the preparation of Atlantic BancGroup's corporate tax returns. In
2004, tax fees included reimbursement of state corporate annual report filing
fees of $300.
All Other Fees: In addition to those fees described above, Stevens,
Powell also billed Atlantic BancGroup $4,255 and $3,435 in 2004 and 2005,
respectively. For 2004, these fees were for attendance at meetings covering
planning for implementation of Section 404 of the Sarbanes-Oxley Act,
consultation for Federal Reserve reporting requirements, capital planning, and
amendments to indexed retirement plan and other accounting matters, including
sale of Small Business Administration loans, budgeting, and training. For 2005,
these fees were for review of audit committee charter, status of implementation
of Section 404 of the Sarbanes-Oxley Act, holding company accounting and
reporting to the Federal Reserve, capital planning, issuance of trust preferred
securities, indexed retirement plan, and other accounting matters.
In all instances, Stevens, Powell's performance of those services was
pre-approved by Atlantic BancGroup's Audit Committee, pursuant to its internal
policies, except for the category of All Other Fees, which is less than 5% of
the total fees, and in 2004 and 2005, was directly related to either invitations
to attend meetings of Atlantic BancGroup's Board of Directors (and/or follow-up
meetings related to implementation of Section 404 of the Sarbanes-Oxley Act) and
requests of management of the Atlantic BancGroup to provide accounting
consultation or training.
In order to be adopted, this item must be approved by the holders of a
majority of the outstanding shares of Atlantic BancGroup's common stock present
or represented by proxy and entitled to vote at the Annual Meeting. If the
shareholders do not vote in favor of the
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
10
appointment of Stevens, Powell, the Board of Directors will consider the
selection of other auditors.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Ratification of Stevens, Powell & Company, P.A., as the
Independent Auditors for the Fiscal Year Ending December 31, 2006.
- --------------------------------------------------------------------------------
|_| PROPOSAL III. ADJOURNMENT OF ANNUAL MEETING |_|
The Board of Directors seeks your approval to adjourn the Annual
Meeting in the event that there are not a sufficient number of votes to approve
Proposals I, II, or III at the Annual Meeting. In order to permit proxies that
have been timely received by Atlantic BancGroup to be voted for an adjournment,
we are submitting this item as a separate matter for your consideration.
If it is necessary to adjourn the Annual Meeting and the adjournment is
for a period of less than 30 days, no notice of the time or place of the
reconvened meeting will be given to shareholders, other than an announcement
made at the Annual Meeting.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Approval of the Adjournment of the Annual Meeting.
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
officers, directors, and any person who beneficially owns more than 10% of our
common stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Executive officers, directors, and more than
10% shareholders are required by regulation to furnish us with copies of all
Section 16(a) forms which they file. During 2005, certain of our directors and
executive officers who own our stock filed Form 3s or Form 4s with the
Securities and Exchange Commission. The information on these filings reflects
the current ownership position of all such individuals. To the best of our
knowledge, during 2005 all such filings by our officers and directors were made
timely, except Jimmy D. Dubberly, whose filing of one Form 4 was one day late.
We have no record of any person having beneficial ownership of 10% or more of
Atlantic BancGroup common stock.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Atlantic BancGroup's proxy
materials for the 2007 Annual Meeting, any shareholder's proposal to take action
at that Meeting must be received at our corporate office at 1315 South Third
Street, Jacksonville Beach, Florida 32250, no later than November 24, 2006.
Shareholder proposals shall be subject to the requirements of the proxy rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
11
NOTICE OF BUSINESS TO BE CONDUCTED AT AN
ANNUAL MEETING AND SHAREHOLDER NOMINATIONS
Our Bylaws provide an advance notice procedure for bringing certain
business, including nominations for directors, before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic BancGroup's Corporate Secretary not less
than ten days before the time originally fixed for such meeting.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Atlantic BancGroup has no formal procedures for shareholders to
communicate with the Board of Directors. Should a shareholder wish to submit a
written communication to the Board, the shareholder may mail or deliver such
communication to Barry W. Chandler, President and Chief Executive Officer,
Atlantic BancGroup, Inc., 1315 South Third Street, Jacksonville Beach, Florida
32250. Should a shareholder wish to address the Board in person, the shareholder
may submit a request to Mr. Chandler. Depending on the matter the shareholder
wishes to discuss with the Board and the Board's schedule, the Board will
consider such a request in determining whether to invite the shareholder to a
Board meeting.
SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited
by directors, officers, or our regular employees, in person or by telephone,
e-mail, or mail. We are requesting persons and entities holding shares in their
names, or in the names of their nominees, to send proxy materials to, and obtain
proxies from, such beneficial owners. Those persons and entities will be
reimbursed for their reasonable out-of-pocket expenses.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE ANNUAL MEETING
The Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting, other than those matters
described in this Proxy Statement. If any other matter should properly come
before the Annual Meeting, however, it is intended that the proxies solicited
hereby will be voted in accordance with the judgment of the person or persons
voting the proxies. If you do not wish to extend such authority, you may limit
your proxy by marking the appropriate box on the Proxy Card.
AVAILABILITY OF ADDITIONAL INFORMATION
Accompanying this Proxy Statement is Atlantic BancGroup's 2005 Form
10-KSB, which includes our audited financial statements. Form 10-KSB also serves
as our Annual Report to Shareholders and Annual Disclosure Statement. Additional
copies of Atlantic BancGroup's Annual Report on Form 10-KSB are available to
shareholders at no charge. Any shareholder who would like an additional copy may
contact David L. Young, Corporate Secretary, Atlantic
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
12
BancGroup, Inc., 1315 South Third Street, Jacksonville Beach, Florida 32250 or
telephone number (904) 247-9494.
Atlantic BancGroup currently files periodic reports (including Form
10-KSBs, Form 10-QSBs, Proxy Statements, etc.) with the Securities and Exchange
Commission. These periodic reports are filed electronically via EDGAR by
Atlantic BancGroup and can be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington, DC 20549. The Securities
and Exchange Commission maintains a website that contains registration
statements, reports, proxy and information statements, and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. Information filed by Atlantic BancGroup is available for review on
this website. The address of the website is www.sec.gov.
Atlantic BancGroup, Inc.
March 24, 2006
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
13
REVOCABLE PROXY
ATLANTIC BANCGROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints the members of the Board of Directors of
Atlantic BancGroup, Inc. ("Atlantic"), with full powers of substitution, to act
as proxy for, and attorney-in-fact, to vote all shares of the common stock of
Atlantic which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders to be held the Selva Marina Country Club, 1600 Selva Marina Drive,
Atlantic Beach, Florida 32233, on April 27, 2006, at 3:00 p.m., and at any and
all adjournments thereof.
The undersigned shareholder of Atlantic may revoke this Proxy at any time before
it is voted by either filing with the Corporate Secretary of Atlantic, a written
notice of revocation, by delivering to Atlantic a duly executed Proxy bearing a
later date, or by attending this Annual Meeting and voting in person.
PROPOSAL I: The election of two Class III directors, each for a three- FOR AGAINST ALL To withhold authority
--- ----------- for any nominee, cross
year term; [_] [_] through his name:
Conrad L. Williams
Dennis M. Wolfson
PROPOSAL II: The ratification of the selection of Stevens, Powell & FOR AGAINST ABSTAIN
Company, P.A. as the independent auditors for Atlantic for 2006; and --- ------- -------
[_] [_] [_]
PROPOSAL III: The adjournment of the Annual Meeting to solicit FOR AGAINST ABSTAIN
additional proxies in the event there are not sufficient votes to approve --- ------- ------
Proposals I or II. [_] [_] [_]
IN THEIR DISCRETION THE PROXY COMMITTEE IS AUTHORIZED TO TRANSACT AND TO VOTE
UPON SUCH OTHER BUSINESS as may properly come before this Annual Meeting or any
adjournments thereof, unless otherwise indicated by checking this box.
NOTE: When properly executed, this Proxy will be voted in the manner directed
by the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED.
IMPORTANT: Please sign your name exactly as it appears on your stock
certificate. When shares are held by joint tenants, both should sign, when
signing as attorney, executor, administrator, agent, trustee or guardian, please
give full title. If shareholder is a corporation, please sign in full corporate
name by president or other authorized officer. If shareholder is a partnership,
please sign in partnership name by authorized person.
The undersigned acknowledges receiving from Atlantic, prior to the execution of
the Proxy, a Notice of the Annual Meeting and a Proxy Statement dated March 24,
2006.
No. of Common Shares Voting: Signature:
---- ---------------------------------
Signature if held jointly:
ADDRESS LABEL
--------------------------------------------
Date:
---------------------------------------
Please mark, sign, date and return this Proxy Card promptly, using the enclosed
envelope. If you receive more than one Proxy Card, please sign and return all
cards in the accompanying envelope.