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As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
F.F.O. FINANCIAL GROUP, INC.
(Exact name of registrant as specified in charter)
FLORIDA 59-2899802
(State or other Jurisdiction (I.R.S. Employer
if incorporation or other Identification Number)
organization)
2013 LIVE OAK BLVD.
ST. CLOUD, FL 34771-8462
(Address of principal executive offices, including zip code)
F.F.O FINANCIAL GROUP, INC.
KEY EMPLOYEE STOCK COMPENSATION PROGRAM
(Full Title of the Plan)
JAMES B. DAVIS, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
2013 LIVE OAK BLVD.
ST. CLOUD, FL 34771-8462
(Name and Address of Agent For Service)
(407) 892-1200
(Telephone Number, Including Area Code, of Agent for Service)
________________
Copy to:
JOHN P. GREELEY
SMITH, MACKINNON, GREELEY, BOWDOIN & EDWARDS, P.A.
255 SOUTH ORANGE AVENUE, SUITE 800
ORLANDO, FLORIDA 32801 (407) 843-7300
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CIRCULATION OF REGISTRATION FEE
==============================================================================================================
Title of
Securities Amount Proposed Maximum Proposed Maximum
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 174,363 $2.00 (3) $349,065 $120.37
- --------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 67,137 (2) $3.125 (4) $209,803 $ 72.35
- --------------------------------------------------------------------------------------------------------------
Total 241,500 $558,868 $192.72
==============================================================================================================
(1) Together with an indeterminant number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Key Employee Stock Compensation Program as a result of
a stock split, stock dividend or similar adjustment of the outstanding
Common Stock of F.F.O. Financial Group, Inc.
(2) Represents the number of shares currently reserved for issuance
pursuant to the Key Employee Stock Compensation Program.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h). The Maximum
Offering Price Per Share for the 174,363 shares of Common Stock
currently covered is equal to the average exercise price for the
outstanding options.
(4) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Maximum
Offering Price Per Share for the 67,137 shares for which stock options
or stock appreciation rights have not been granted is equal to the
closing sales price on the National Association of Securities Dealers
Automated Quotation National Market System on August 27, 1996.
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F.F.O. FINANCIAL GROUP, INC.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED ON FORM S-8 UNDER THE SECURITIES ACT OF 1933.
Set forth below is certain information required to be delivered to participants
in the F.F.O. Financial Group, Inc. Key Employee Stock Compensation Program
(the "Program") pursuant to Rule 428 of the Securities and Exchange Commission
(the "Commission") promulgated under the Securities Act of 1933, as amended
(the "Securities Act"):
ITEM 1. PLAN INFORMATION
(a) General Plan Information.
(1) The title of the Plan is the "F.F.O. Financial Group,
Inc. Key Employee Stock Compensation Program" and the registrant whose
securities are to be offered pursuant to the Program is F.F.O. Financial Group,
Inc., a Florida corporation having its principal corporate offices at 2013 Live
Oak Blvd., St. Cloud, Florida 34771-8462 (the "Company" or "Registrant").
Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in the Program, a copy of which is attached as Exhibit "A"
hereto and incorporated by reference herein.
(2) The Program was adopted by the Board of Directors of
the Company in 1988 and was approved by the stockholders of the Company in
April 1989. All eligible employees of the Company and First Federal Savings
and Loan Association of Osceola County (the "Association") and subsidiaries
thereof are entitled to participate in the Program.
Four kinds of rights, evidenced by four plans, are contained
in the Program and are available for grant: incentive stock options (Plan I),
compensatory stock options (Plan II), stock appreciation rights (Plan III), and
performance share awards (Plan IV). An aggregate of 241,500 shares of
authorized but unissued Common Stock of the Company has been reserved for
issuance pursuant to the Program, subject to modification or adjustment to
reflect changes in the Company's capitalization. No person can create a lien
on any securities held under the Program.
Purpose
The purpose of the Program is to advance the interests of the Company
and its stockholders by enabling the Company, the Association and other
subsidiaries of the Company
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(which are collectively referred to, unless the context otherwise requires, as
the "Company") to attract and retain superior personnel for positions of
substantial responsibility. The successful conduct of the Company's business
is largely dependent upon the judgment, initiative and efforts of the Company's
officers and key employees, and the Program provides such persons with an
opportunity to receive greater rewards for their efforts and the incentive
advantages inherent in ownership of the Company's stock.
Eligibility
All officers and full-time employees of the Company are eligible to be
granted stock options, stock appreciation rights and performance share awards
under the Program. Directors who are not full-time, salaried employees of the
Company are only eligible to participate in Plan II of the Company. Stock
options, stock appreciation rights and performance share awards may be granted
to those employees who, in the determination of the Program Administrators, are
largely responsible through their judgment, ability and special efforts for the
successful conduct of the operation of the Company.
Stock Options (Plans I and II)
Options granted under Plan I of the Program are intended to qualify as
"incentive stock options" as defined in the Internal Revenue Code of 1986, as
amended ("Code"). Options granted under Plan II of the Program are
nonstatutory stock options ("compensatory options"). As described below, the
tax treatment differs substantially with respect to the two types of options.
See " -- Federal Income Tax Consequences."
An incentive option is defined in the Code as an option granted to an
employee in connection with his or her employment to purchase stock in the
Company (or its parent or subsidiary) and which satisfies certain conditions.
The incentive option must be granted pursuant to a plan specifying the
aggregate number of shares to be issued and the employees, or class of
employees, eligible to receive options. The Program must be approved by the
stockholders of the granting corporation within 12 months of the date of
adoption of the Program. The incentive stock option price must be not less
than the fair market value of the stock at the date of the grant and must be
granted within ten years from the date of adoption of the Program. By its
terms, the incentive stock option must not be exercisable after ten years from
the date it is granted. Finally, the Code requires that the aggregate fair
market value (determined at the time the options are granted) of the Common
Stock with respect to which incentive stock options are first exercisable by
any optionee during any calendar year may not exceed $100,000.
Incentive and compensatory options are exercisable during the period
specified in each option agreement; however, no expiration date may be later
than the 10th anniversary of the date on which the option was granted. Each
incentive option is subject to being exercisable in installments pursuant to a
schedule designated by the Program Administrators and, to the extent not
exercised, will accumulate. In the event of a change in control of the
Company, as defined
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in the Program, all options previously granted may become immediately
exercisable notwithstanding any existing installment limitation. Under such
circumstances, options may be exercised until the agreement changing control is
consummated. If employment is terminated due to disability, the Program
Administrators may allow the options to be exercised within one year after the
date of such termination of employment. If employment is terminated by reason
of death or if the optionee dies within three months after ceasing to be an
employee, the person or persons to whom the optionee's rights under the option
pass by will or by the laws of descent and distribution also will have one year
to exercise the options to the extent they were exercisable at the optionee's
death. If the employment or services of an optionee terminate for any other
reason, his or her options will expire upon such termination, except that in
the discretion of the Program Administrators, such options may be exercised for
three months following termination to the extent exercisable on the date of
termination of employment. In no event, however, will the exercise period
extend beyond the original expiration date of the option.
The option price per share for incentive stock options granted under
the Program may not be less than the fair market value of the Common Stock on
the date of the grant. The option price per share for compensatory stock
options may be below the fair market value of the Common Stock on the date of
the grant. Neither incentive nor compensatory stock options granted under the
Program are transferable or assignable other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of an
optionee only by the optionee. Payment for shares purchased under the Program
may be made either in cash or, at the sole discretion of the Program
Administrators, by exchanging shares of Common Stock of the Company with a fair
market value equal to the option price or shares of Common Stock of the Company
with a fair market value less than the total option price plus cash for any
difference.
The granting of a stock option does not confer upon the optionee any
right to remain in the employ of the Company. The optionee will have no
dividend or voting rights with respect to the shares until the option price has
been paid in full upon exercise.
Stock Appreciation Rights (Plan III)
Under Plan III of the Program, the Program Administrators may, in
their sole discretion, accept surrender of the right to exercise any incentive
stock option or compensatory stock option by an optionee in return for payment
by the Company to the optionee of cash or, subject to certain conditions,
Common Stock of the Company in an amount equal to the excess of the fair market
value of the shares of Common Stock subject to the option at the time over the
option price of such shares, or a combination of cash and Common Stock. An
optionee may exercise such stock appreciation rights only during the period
beginning on the third business day following the release of certain quarterly
or annual financial information and ending on the 12th business day following
such date.
Upon the exercise of a stock appreciation right, the stock option to
which it relates terminates with respect to the number of shares as to which
the right is so exercised.
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Conversely, upon the exercise of a stock option, any related stock appreciation
right shall terminate as to any number of shares subject to the right that
exceeds the total number of shares for which the stock option remains
unexercised. With respect to options granted under Plan I, stock appreciation
rights must be granted concurrently with the stock options to which they relate.
With respect to options granted under Plan II, stock appreciation rights may be
granted concurrently or at any time thereafter which is prior to the exercise or
expiration of such options. The holder of a stock appreciation right may not
transfer or assign the right otherwise than by will or in accordance with the
laws of descent and distribution.
Plan III of the Program also contains a provision giving the Program
Administrators discretion to grant "limited stock appreciation rights" in tandem
with stock options in the event there is an "Offer." An "Offer" is defined to
mean a tender offer or exchange offer for shares of the Company's capital stock,
provided that the person making the Offer acquires shares of the Company's
capital stock pursuant to such Offer. The limited stock appreciation right
would be exercisable between the first and 30th day following the expiration
date of the Offer, but could not be exercised on a date less than six months
after the date the limited stock appreciation right was granted. In general,
with respect to determining the value of the limited stock appreciation right,
the fair market value of the shares to which the right relates is determined to
be the highest price per share paid in any Offer that is in effect at any time
during the period beginning on the 60th day prior to the date on which the
limited stock appreciation right is exercised and ending on such exercise date.
In addition, Plan III of the Program contains a provision giving the
Program Administrators discretion to grant naked stock appreciation rights
("naked rights"). Naked rights would be awarded for a period of up to five
years or such shorter period of not less than six months, as determined by the
Program Administrators. At the end of such designated period, a participant
would receive an amount equal to the appreciation in market value of his or her
naked rights. The market value of naked rights held by a participant at the
end of the designated period is determined by multiplying the number of naked
rights held by such participant by the market value of one naked right on such
date.
Performance Shares (Plan IV)
Employees of the Company also may receive performance share awards
pursuant to Plan IV of the Program. The granting of performance shares gives
the recipient thereof the right to receive a specified number of shares of
Common Stock of the Company contingent upon the achievement of specified
performance objectives within a specified award period. In lieu of some or all
of said shares, the Program Administrators may distribute cash in an amount
equal to the fair market value thereof on the business day next preceding the
date of payment. The duration of the award period is determined by the Program
Administrators but cannot be less than one year nor more than five years. If
the participating individual dies or terminates his position with the Company
prior to the close of an award period, any performance share granted to him for
the period is forfeited. A participating employee may not transfer or assign a
performance share.
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Adjustments to Number and Purchase Price of Shares
In the event of a merger, reorganization, stock dividend, stock split
or any other transaction affecting the number or kind of outstanding shares of
Common Stock of the Company, the number and kind of shares allocated to
unexercised stock options, appreciation rights and performance shares shall be
appropriately and proportionately adjusted, as shall the maximum number and kind
of shares which may be granted under the Program. Corresponding adjustments
will be made in the price per share for shares covered by outstanding options
and appreciation rights so that the aggregate purchase price does not change.
Amendment or Termination of the Program
The Program shall terminate 10 years from the date it was adopted by
the Board of Directors of the Association, and no stock options, stock
appreciation rights or performance shares shall be granted under the Program
after that date. The Program Administrators may amend or revise the terms of
the Program, provided that no amendment or revision shall (i) increase the
maximum aggregate number of shares covered by the Program, except to the extent
described under "Adjustments to Number and Purchase Price of Shares" above; (ii)
permit the exercise price of any option to be less than the fair market value of
the Common Stock on the date of grant; (iii) increase the stated maximum term
for any option, stock appreciation rights or performance shares; or (iv) expand
the class of persons eligible to participate in the Program. In addition, no
amendment, suspension or termination of the Program shall, without the consent
of the employee who has received an option, stock appreciation right or
performance share, alter or impair any of that employee's rights or obligations
under any option, stock appreciation right or performance share granted under
the Program prior to such amendment, suspension or termination.
(3) The Program is not subject to any provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
(4) The Program is administered by a committee composed of
not less than three outside directors of the Company as determined by the Board
of Directors of the Company. The Program Administrators shall serve as such
until they resign or are replaced by the Board of Directors of the Company. The
Program Administrators have absolute discretion to determine the employees to
whom options, stock appreciation rights and performance shares shall be granted
under the Program and to determine the number of shares subject to each option,
stock appreciation right and performance share. Subject to the provisions of the
Program, the Program Administrators also have absolute discretion to determine
the terms on which such options, stock appreciation rights and performance
shares are to be granted, to interpret the Program, and to make all other
determinations necessary or advisable for the administration of the Program.
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Participants in the Program may obtain additional information
about the Program and its administrators by contacting James B. Davis,
President and Chief Executive Officer, 2013 Live Oak Blvd.St. Cloud, Florida
34771-8462, telephone (407) 892-1200.
(b) Securities to be Offered.
An aggregate of 241,500 shares of authorized but unissued
Common Stock of the Company has been reserved for issuance pursuant to the
Program, subject to modification or adjustment to reflect changes in the
Company's capitalization, as discussed above. See " -- Adjustments to Number
and Purchase Price of Shares."
(c) Persons Who May Participate in the Amended Plan.
All officers and full-time employees of the Company are
eligible to be granted stock options, stock appreciation rights and performance
share awards under the Program. Directors who are not full-time, salaried
employees of the Company are only eligible to participate in Plan II of the
Company. Stock options, stock appreciation rights and performance share awards
may be granted to those employees who, in the determination of the Program
Administrators, are largely responsible through their judgment, ability and
special efforts for the successful conduct of the operation of the Company.
(d) Purchase of Securities Pursuant to the Amended Plan and
Payment for Securities Offered.
The Program is noncontributory, and neither employees of the
Company nor the Association may elect to participate in the Program. Stock
options, stock appreciation rights and performance share warrants may be granted
from time to time in the determination of the Program Administrators.
The option price per share for incentive stock options granted
under the Program may not be less than the fair market value of the Common Stock
on the date of grant. The option price per share for compensatory stock options
may be below the fair market value of the Common Stock on the date of grant.
Payment for shares purchased under the Program may be made either in cash or, at
the sole discretion of the Program Administrators, by exchanging shares of
Common Stock of the Company with a fair market value equal to the option price
or shares of Common Stock of the Company with a fair market value less than the
total option price plus cash for any difference.
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(e) Resale Restrictions.
The Program provides that shares of Common Stock shall not be
issued with respect to any option granted under the Program unless the exercise
of that option and the issuance and delivery of those shares pursuant to that
exercise complies with all relevant provisions of state and federal law
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and it shall be further
subject to the approval of counsel for the Company with respect to such
compliance. The Program Administrators also may require an employee to whom an
option has been granted under the Program to furnish evidence satisfactory to
the Company, including a written and signed representation letter and consent to
be bound by any transfer restriction imposed by law, legend, condition or
otherwise, that the shares are being purchased only for investment and without
any present intention to sell or distribute the shares in violation of any state
or federal law, rule or regulation. The Program also provides that each
optionee shall consent to the imposition of a legend on the shares of Common
Stock subject to his or her option restricting their transferability as required
by law or by the Program.
(f) Federal Income Tax Consequences.
Under current provisions of the Code, the federal income tax
treatment of incentive stock options and compensatory stock options is
substantially different. As regards incentive stock options, an optionee who
does not dispose of the shares within two years after the option was granted,
or within one year after the option was exercised, will not recognize income at
the time the option is exercised, and no federal income tax deduction will be
available to the Company at any time as a result of such grant or exercise. If
stock acquired pursuant to an incentive stock option is disposed of before the
holding periods described above expire, then the excess of the fair market
value (but not in excess of the sales proceeds) of such stock on the option
exercise date over the option price will be treated as compensation income to
the optionee in the year in which such disposition occurs and, if it complies
with applicable withholding requirements, the Company will be entitled to a
commensurate income tax deduction. Any difference between the sales proceeds
and the fair market value of the stock on the option exercise date will be
treated as a long-term capital gain or loss if the shares were held more than
one year after the option exercise date. However, the excess of the fair
market value of the stock subject to an incentive stock option on the date such
option is exercised over the exercise price of the option will be treated as an
item of tax preference in the year of exercise for purposes of the alternative
minimum tax. For alternative minimum tax purposes, an individual's alternative
minimum taxable income ("AMTI") is increased at the time an incentive stock
option is exercised by an amount equal to the excess of the fair market value
of the stock received at the time the option is exercised over the exercise
price of the option.
With respect to compensatory stock options, the difference between the
fair market value on the date of exercise and the option exercise price
generally will be treated as compensation income upon exercise, and the Company
will be entitled to a deduction in the amount of income
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so recognized by the optionee. Upon a subsequent disposition of the shares, the
difference between the amount received by the optionee and the fair market value
on the option exercise date will be treated as long- or short-term capital gain
or loss, depending on whether the shares were held more than one year.
No federal income tax consequences are incurred by the Company or the
holder of a stock appreciation right at the time such right is granted. Upon
the exercise of a stock appreciation right, the holder will realize income for
federal income tax purposes equal to the amount received by him, whether in
cash, shares of stock or both, and the Company will be entitled to a deduction
for federal income tax purposes in the same amount.
No federal income tax consequences are incurred by the Company or the
participating employee at the time a performance share is granted. However, if
the specified performance objectives are met, the individual will realize
ordinary income at the end of the award period equal to the amount of cash or
the fair market value of the stock received by him. The Company will be
entitled to a deduction for federal income tax purposes at the same time and in
the same amount.
The above description of tax consequences is necessarily general in
nature and does not purport to be complete. Moreover, statutory provisions are
subject to change, as are their interpretations, and their application may vary
in individual circumstances. Finally, the consequences under applicable state
and local income tax laws may not be the same as under the federal income tax
laws.
(g) Investment of Funds.
Not applicable.
(h) Withdrawal from the Program; Assignment of Interest.
Not applicable.
(i) Forfeitures and Penalties.
Not applicable.
(j) Charges and Deductions and Liens Therefor.
If the granting or the exercise of an option is subject to
withholding tax, the Company is authorized under the Program to withhold (or
cause the appropriate Subsidiary to withhold) from the recipient's salary or
other cash consideration such sums of money as are necessary to pay the
recipient's withholding tax. The Program provides that if the Company
determines that withholding tax or other withholding liabilities under any state
or federal law is necessary or desirable then the exercise of the option, stock
appreciation right or performance
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share shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Company.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
This Prospectus incorporates certain documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934. These reports may be obtained, without charge, upon written or oral
request, by any person to the Company at 2013 Live Oak Boulevard, St. Cloud,
Florida 34771-8462, telephone (407) 892- 1200, Attn: James B. Davis, President
and Chief Executive Officer.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1995; and
(c) The information under "Description of Capital Stock" contained
in the Registration Statement on Form S-1 (Registration No. 33-79472) filed by
the Company with the Securites and Exchange Commission.
All reports and other documents filed by the Company subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be
considered a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 607.0850, Florida Statutes, grants a corporation the power to
indemnify its directors, officers, employees, and agents for various expenses
incurred resulting from various actions taken by its directors, officers,
employees, or agents on behalf of the corporation. In general, if an individual
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
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proceeding, had no reasonable cause to believe the action was unlawful, then the
corporation has the power to indemnify said individual who was or is a party to
any proceeding (including, in the absence of an adjudication of liability
(unless the court otherwise determines), any proceeding by or in the right of
the corporation) against liability expenses, including counsel fees, incurred in
connection with such proceeding, including any appeal thereof (and, as to
actions by or in the right of the corporation, 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). To the extent that a director,
officer, employee, or agent has been successful on the merits or otherwise in
defense of any proceeding, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith. The term "proceeding"
includes any threatened, pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.
Any indemnification in connection with the foregoing, unless pursuant
to a determination by a court, shall be made by the corporation upon a
determination that indemnification is proper in the circumstances because the
individual has met the applicable standard of conduct. The determination shall
be made (i) by the board of directors by a majority vote of a quorum consisting
of directors who are not parties to such proceeding; (ii) by majority vote of a
committee duly designated by the board of directors consisting solely of two or
more directors not at the time parties to the proceeding; (iii) by independent
legal counsel selected by the board of directors or such committee; or (iv) by
the shareholders by a majority vote of a quorum consisting of shareholders who
are not parties to such proceeding. 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, then the
directors or the committee shall evaluate the reasonableness of expenses and may
authorize indemnification. 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 the proceeding upon receipt of an
undertaking by or on behalf of the 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 such
terms or conditions that the board of directors deems appropriate.
Section 607.0850 also provides that the indemnification and advancement
of expenses provided pursuant to that Section are not exclusive, and a
corporation may 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. However, indemnification or advancement of expenses
may not be made if a judgment or other final adjudication established that the
individual's actions, or omissions to act, were material to the cause of action
so adjudicated and constitute (i) a violation of the criminal law (unless the
individual had reasonable cause to believe his conduct was lawful or had
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no reasonable cause to believe his conduct was unlawful); (ii) a transaction
from which the individual derived an improper personal benefit; (iii) in the
case of a director, a circumstance under which the liability provisions of
Section 607.0834 are applicable; or (iv) 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 in a proceeding by
or in the right of a shareholder. Indemnification and advancement of expenses
shall continue as, 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 the heirs, executors, and administrators of such person,
unless otherwise provided when authorized or ratified.
Section 607.0850 further provides that unless the corporation's
articles of incorporation provide otherwise, then notwithstanding the failure of
a corporation to provide indemnification, and despite any contrary determination
of the board or of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation 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 (i) the
individual is entitled to mandatory indemnification under Section 607.0850 (in
which case the court shall also order the corporation to pay the director
reasonable expenses incurred in obtaining court-ordered indemnification or
advancement of expenses); (ii) the individual is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power under Section 607.0850; or (iii) the individual is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether the person met the
standard of conduct set forth in Section 607.0850. Further, a corporation is
granted the power to purchase and maintain indemnification insurance.
Article VI of the Company's Bylaws provides for indemnification of the
Company's officers and directors and advancement of expenses. Among other
things, indemnification is granted to each person who is or was a director,
officer or employee of the Company and each person who is or was serving at the
request of the Company as a director, officer or employee of another corporation
to the full extent authorized by law. Article VI of the Company's Bylaws also
sets forth certain conditions in connection with any advancement of expenses and
provision by the Company of any other indemnification rights and remedies. The
Company also is authorized to purchase insurance on behalf of any person against
liability asserted whether or not the Company would have the power to indemnify
such person under the Bylaws. Pursuant to such authorization, the Company has
purchased directors and officers liability insurance, although there is no
assurance the Company will continue to maintain such coverage and, if so, the
amount of the coverage so maintained.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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15
ITEM 8. EXHIBITS.
- ------ --------
4.1 F.F.O. Financial Group, Inc. Key Employee Stock Compensation Program.
5.1 Opinion of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A.
21.1 Subsidiaries (previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference).
23.1 Consent of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A. (contained in Opinion filed as Exhibit
5.1).
23.2 Consent of Hacker, Johnson, Cohen & Grieb, independent certified public accountants.
24.1 Power of Attorney (included on page II-5 hereof).
ITEM 9. UNDERTAKINGS.
The Company will:
(a) File, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to:
(1) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(2) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information set forth in the Registration Statement; and
(3) Include any additional or changed material
information on the plan of distribution.
(b) For determining liability under the Securities Act of
1933, treat each post-effective amendment as a new Registration Statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(c) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
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16
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 St. Cloud, State of Florida, on this 23rd day
of August, 1996.
F.F.O. FINANCIAL GROUP, INC.
By: /s/ Alfred T. May
-------------------------------
Alfred T. May
Chairman of the Board
By: /s/ James B. Davis
-------------------------------
James B. Davis
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred T. May and James B. Davis, and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or 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
foregoing, as fully to all intents and purposes as he might and could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
II-5
17
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
/s/ Alfred T. May Chairman of the Board August 23, 1996
- -----------------------------
Alfred T. May
/s/ James B. Davis President and Chief Executive August 23, 1996
- ----------------------------- Officer and Director
James B. Davis
/s/ Phyllis A. Elam Senior Vice President and Chief August 23, 1996
- ----------------------------- Financial Officer (Principal
Phyllis A. Elam Financial and Accounting Officer)
/s/ Donald Sherwood Brown Director August 23, 1996
- -----------------------------
Donald Sherwood Brown, D.V.M.
/s/ William R. Hough Director August 23, 1996
- -----------------------------
William R. Hough
/s/ Edward Allen Moore Director August 23, 1996
- -----------------------------
Edward Allen Moore
/s/ Mildred W. Pierson Director August 23, 1996
- -----------------------------
Mildred W. Pierson
II-6