As filed with the Securities and Exchange Commission on May 10, 2002
Registration No. 333-84082
SECURITIES AND EXCHANGE COMMISSION
United States, Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM SB-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FLORIDA SAVINGS BANCORP, INC.
(Name of small business issuer in its charter)
Florida 6035 65-0815375
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
8181 Southwest 117/th/ Street
Pinecrest, Florida 33156
(305) 235-1750
(Address and telephone number of principal executive offices)
Bernard Janis
Chairman of the Board and Chief Executive Officer
8181 Southwest 117/th/ Street
Pinecrest, Florida 33156
(305) 235-1750
(Name, address and telephone number of agent for service)
Copies to:
Christina M. Gattuso, Esq. Nina S. Gordon, P.A.
Muldoon Murphy & Faucette LLP Broad and Cassel
5101 Wisconsin Avenue, N.W. 7777 Glades Road
Washington, D.C. 20016 Suite 300
Boca Raton, Florida 33434
Approximate date of proposed sale to public: The offering of the debentures
registered by this registration statement commenced May 6, 2002.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. /__/
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
Registration fee previously paid.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
SB-1 of the Florida Savings Bancorp, Inc. (No. 333-84082) (the "Registration
Statement") is being filed to amend Exhibit 1.2 and 9.1 to the Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 5 and 6. Index and Description of Exhibits.
Exhibits Description
- -------- -----------
1.1 Engagement between Florida Savings Bancorp, Inc. and Kendrick,
Pierce Securities, Inc. *
1.2 Sales Agent Agreement
1.3 Selected Dealers' Agreement*
2.1 Articles of Incorporation of Florida Savings Bancorp, Inc. *
2.2 Bylaws of Florida Savings Bancorp, Inc. *
3.1 Form of Common Stock Certificate *
3.2 Form of Convertible Debenture *
4.1 Form of Debenture Order Form*
6.1 Employment Agreement between Florida Savings Bank and Robert L.
Bonnet *
6.2 Employment Agreement between Florida Savings Bancorp and Robert
L. Bonnet *
6.3 Amended and Restated Shopping Center Space Lease by and between
Florida Savings Bank and Jack's Suniland Center, Ltd *
6.4 Amended and Restated Shopping Center Space Lease by and between
Florida Savings Bancorp, Inc. and Jack's Suniland Center, Ltd *
9.1 Escrow Agreement
10.1 Consent of Muldoon Murphy & Faucette LLP (included in opinion
filed as Exhibit 11.1) *
10.2 Consent of Hacker Johnson & Smith PA*
11.1 Opinion of Muldoon Murphy & Faucette LLP *
12.1 Form of Cover Letter *
12.2 Tombstone Advertisement *
15.1 Powers of Attorney (included as part of signature page)*
__________________________________
* Previously Filed.
SIGNATURES
In accordance with 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 of filing on Form SB-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Pinecrest, in the State of Florida, on May 10, 2002.
FLORIDA SAVINGS BANCORP, INC.
By: /s/ Bernard Janis
---------------------------------
Bernard Janis
Director and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Bernard Janis Chairman of the Board and
- ------------------------------ Chief Executive Officer May 10, 2002
Bernard Janis
/s/ Robert L. Bonnet Director, President and
- ------------------------------ Chief Operating Officer May 10, 2002
Robert L. Bonnet
/s/ David P. Stark Senior Vice President
- ------------------------------ and Chief Financial Officer May 10, 2002
David P. Stark
*
______________________________ Director
Victor Falk
*
______________________________ Director
David Bianchi
*
______________________________ Director
Charles E. Cobb
*
______________________________ Director
Norman S. Edelcup
*
______________________________ Director
Robert Gallaher
*
______________________________ Director
Sandra Goldstein
*
______________________________ Director
Kimberly Green
*
____________________________ Director
Jack Langer
*
____________________________ Director
Judd Shoval
*
____________________________ Director
Gary P. Simon
* Pursuant to the Power of Attorney included as part of the signature page
to the Registration Statement on Form SB-1 for Florida Savings Bancorp, Inc.
filed on March 8, 2002.
/s/ Robert L. Bonnet Director, President and
- ---------------------------- Chief Operating Officer May 10, 2002
Robert L. Bonnet
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1.1 Engagement between Florida Savings Bancorp, Inc. and Kendrick,
Pierce Securities, Inc. *
1.2 Sales Agent Agreement
1.3 Selected Dealers' Agreement*
2.1 Articles of Incorporation of Florida Savings Bancorp, Inc. *
2.2 Bylaws of Florida Savings Bancorp, Inc. *
3.1 Form of Common Stock Certificate *
3.2 Form of Convertible Debenture *
4.1 Form of Debenture Order Form *
6.1 Employment Agreement between Florida Savings Bank and Robert L.
Bonnet *
6.2 Employment Agreement between Florida Savings Bancorp and Robert L.
Bonnet *
6.3 Amended and Restated Shopping Center Space Lease by and between
Florida Savings Bank and Jack's Suniland Center, Ltd *
6.4 Amended and Restated Shopping Center Space Lease by and between
Florida Savings Bancorp, Inc. and Jack's Suniland Center, Ltd *
9.1 Escrow Agreement
10.1 Consent of Muldoon Murphy & Faucette LLP (included in opinion
filed as Exhibit 11.1) *
10.2 Consent of Hacker Johnson & Smith PA *
11.1 Opinion of Muldoon Murphy & Faucette LLP *
12.1 Form of Cover Letter *
12.2 Tombstone Advertisement *
15.1 Powers of Attorney (included as part of signature page)*
_________________________________
* Previously Filed.