As filed with the Securities and Exchange Commission on March 19, 2002.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FloridaFirst Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 59-3662010
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 East Orange Street
Lakeland, Florida 33801-4611
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(Address of principal executive offices)
FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
FloridaFirst Bank 2002 Restricted Stock Plan
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(Full Title of the Plans)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of Registration
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value
per share 309,000 shares $16.025 $4,951,725 $455.56
Common Stock
$0.10 par value
per share 131,713 shares $ 18.00 $2,370,834 $218.12
======================================================================================================
(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
consists of 314,795 shares, and under the FloridaFirst Bank 2002 Restricted
Stock Plan (the "RSP") consists of 125,918 shares which are being
registered under this Registration Statement and for which a registration
fee is being paid. Additionally, an indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. An aggregate of 440,713 shares are being registered hereby, of
which 309,000 shares are under option at a weighted average exercise price
of $16.025 per share ($4,951,725 in the aggregate). The remainder of such
shares 131,713 shares consisting of 125,918 shares awarded under the RSP
and 5,795 unallocated options under the Stock Option Plan, are being
registered based upon the average of the high and low selling prices of the
Common Stock of the Registrant as reported on the Nasdaq National Market on
March 14, 2002, of $18.00 per share ($2,370,834 in the aggregate), for a
total offering of $7,322,559.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 440,713
shares of FloridaFirst Bancorp, Inc. (the "Company" or "Registrant") common
stock, $.10 par value per share (the "Common Stock") issuable to employees,
officers and directors of the Registrant or its subsidiary as compensation for
services in accordance with the FloridaFirst Bancorp, Inc. 2002 Stock Option
Plan under which 314,795 are issuable, and the FloridaFirst Bank 2002 Restricted
Stock Plan under which 125,918 shares are issuable (together, the "Plans").
Documents containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on December 19, 2000 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001;
(b) The Company's Annual Report on Form 10-K/A for the fiscal year
ended September 30, 2001, as filed with the Commission on March 8, 2002;
(c) The Company's Quarterly Report on Form 10-Q for the quarter year
ended December 31, 2001; and
(d) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
December 19, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated
2
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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The Registrant has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent provided in such statute.
The Registrant's Articles of Incorporation ("Articles") provide that the
Registrant shall indemnify its executive officers and directors to the fullest
extent permitted by law either now or hereafter. In general, Florida law permits
a Florida corporation to indemnify its directors, officers, employees and
agents, and persons serving at the corporation's request in such capacities for
another enterprise against liabilities arising from conduct that such persons
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 their conduct was unlawful.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought from the Registrant, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification from the Registrant by
any officer or director.
The Articles require indemnification of directors, officers and
employees to the fullest extent permitted by Florida law.
Further, the Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of the Articles.
3
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
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(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 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
4
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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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 Lakeland in the State of Florida, as of March 18,
2002.
FloridaFirst Bancorp, Inc.
By: /s/Gregory C. Wilkes
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Gregory C. Wilkes
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of FloridaFirst Bancorp,
Inc., do hereby severally constitute and appoint Gregory C. Wilkes as our true
and lawful attorney and agent, to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities indicated below which said Gregory C. Wilkes may
deem necessary or advisable to enable FloridaFirst Bancorp, Inc., to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of the Company's
Common Stock, including specifically, but not limited to, power and authority to
sign, for any of us in our names in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said Gregory C.
Wilkes shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
/s/Gregory C. Wilkes /s/Kerry P. Charlet
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Gregory C. Wilkes Kerry P. Charlet
President, Chief Executive Officer, and Director Senior Vice President, Chief Financial Officer,
(Principal Executive Officer) and Secretary
(Principal Financial and Accounting Officer)
March 18, 2002 March 18, 2002
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Date Date
/s/Nis H. Nissen, III /s/Stephen A. Moore, Jr.
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Nis H. Nissen, III Stephen A. Moore, Jr.
Chairman of the Board Director
March 18, 2002 March 18, 2002
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Date Date
/s/Llewellyn N. Belcourt /s/G.F. Zimmermann, III
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Llewellyn N. Belcourt G.F. Zimmermann, III
Director Director
March 18, 2002 March 18, 2002
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Date Date
/s/J. Larry Durrence /s/Arthur J. Rowbotham
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J. Larry Durrence Arthur J. Rowbotham
Director Director
March 18, 2002 March 18, 2002
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Date Date
INDEX TO EXHIBITS
Exhibit Description
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4.1 FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
4.2 FloridaFirst Bank 2002 Restricted Stock Plan
4.3 Form of Stock Option Agreement to be entered into with respect to
Incentive Stock Options under the Stock Option Plan
4.4 Form of Stock Option Agreement to be entered into with respect to
Non-Incentive Stock Options under the Stock Option Plan
4.5 Form of Restricted Stock Award Agreement
4.6 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the Common
Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion filed
as Exhibit 5.1)
23.2 Consent of Hacker, Johnson & Smith PA
24 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein