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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1997
SEACOAST BANKING CORPORATION OF FLORIDA
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(Exact name of registrant as specified in its charter)
Florida 0-13660 59-2260678
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
815 Colorado Avenue
Stuart, Florida 34994
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(Addresses, including zip codes, of principal executive offices)
(561) 287-4000
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(Registrant's telephone numbers, including area code)
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ITEM 2. OTHER EVENTS.
At the close of business on May 30, 1997, Seacoast Banking
Corporation of Florida ("Seacoast") consummated the acquisition (the "Merger")
of Port St. Lucie National Bank Holding Corp. ("PSHC") pursuant to the terms of
that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 19, 1997 by and between Seacoast and PSHC. In addition, Port St. Lucie
National Bank, the wholly-owned banking subsidiary of PSHC, was merged with and
into the First National Bank & Trust Company of the Treasure Coast ("FNB"), the
wholly-owned banking subsidiary of Seacoast. It is anticipated that Messrs.
Jeffrey S. Furst and Christopher E. Fogal, previously directors of PSHC, will
become members of the Seacoast and the FNB Boards of Directors.
Pursuant to the terms of the Merger Agreement, each share of
common stock, par value $.01 per share, of PSHC ("PSHC Common Stock") issued and
outstanding at the effective time of the Merger (the "Effective Time") was
converted into the right to receive 1.00337 shares of the Class A common stock,
par value $.10 per share, of Seacoast ("Seacoast Class A Stock"). In addition,
each issued and outstanding warrant to purchase shares of PSHC Common Stock
("PSHC Warrants") at the Effective Time was converted into the right to receive
0.67680 shares of Seacoast Class A Stock. These ratios of exchange were
determined in accordance with the formulae set forth in the Merger Agreement,
which are dependent on the market price of Seacoast Class A Stock during a
20-day pricing period prior to the Effective Time of the Merger. Each holder of
shares of PSHC Common Stock exchanged pursuant to the Merger who was otherwise
entitled to receive a fraction of a share of Seacoast Class A Stock received
cash-in-lieu of such fractional shares at a price of $25.29375 per share of
Seacoast Class A Stock. Each PSHC stock option issued and outstanding as of the
Effective Time of the Merger was assumed by Seacoast and converted into the
right to purchase shares of Seacoast Class A Stock, adjusted to reflect the PSHC
Common Stock conversion ratio. An aggregate of 50,988 shares of Seacoast Class
A Stock are issuable upon exercise of such options.
ITEM 5. OTHER EVENTS
Amendment and Restatement of Articles of Incorporation
At a meeting of the Board of Directors of Seacoast duly called
and convened on April 15, 1997, the Board of Directors ratified, adopted and
approved an amendment to the Seacoast Articles of Incorporation to clarify the
voting requirement in connection with certain business combinations (as it
appears below in its entirety, the "Amendment").
The Amendment was required to be adopted and approved by the
holders of shares of the common stock of Seacoast voting in accordance with the
Seacoast Articles of Incorporation. At the Seacoast Meeting, the Amendment was
duly adopted and approved in accordance with voting provisions contained in the
Articles of Incorporation of Seacoast.
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Pursuant to the approval and adoption of the Amendment,
Article XI of the Seacoast Articles of Incorporation now reads in its entirety
as follows:
"ARTICLE XI
MERGER, CONSOLIDATION OR BUSINESS COMBINATION
The affirmative vote of the holders of two-thirds (66 2/3%)
of all the shares of Class A Common Stock outstanding and entitled to
vote, voting as a separate class, and the affirmative vote of the
holders of shares with two-thirds (66 2/3%) of all the votes
entitled to be cast by all shares of Common Stock of all classes
outstanding, voting together as a single class, shall be required to
approve any of the following:
(a) any merger or consolidation of this corporation
with or into any other corporation;
(b) any share exchange in which a corporation,
person, or entity acquires the issued or outstanding shares of
stock of this corporation pursuant to a vote of stockholders;
(c) any sale, lease, exchange or other transfer of
all, or substantially all, of the assets of this corporation
or any significant subsidiary of this corporation to any other
corporation, person or entity;
(d) any transaction similar to, or having a similar
affect on, any of the foregoing transactions.
Such affirmative votes shall apply and be required whether or
not a vote of the stockholders otherwise would be required by law or
the rules of any securities exchange or market (collectively, an "SRO")
on which this corporation has shares of its capital stock listed or
traded and notwithstanding that a lesser vote of stockholders might
otherwise be required by law or SRO; provided, however no such
affirmative votes shall be required where this corporation is issuing
shares of its capital stock or paying cash or other consideration to
acquire, directly or indirectly, another corporation, person or
entity."
The Amendment became effective upon the close of business May
30, 1997.
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Amendment and Restatement of Bylaws
At a meeting of the Board of Directors of Seacoast (the
"Board") duly called and convened on May 20, 1997, the Board ratified, approved
and adopted an amendment to Bylaws of Seacoast to provide that the number of
directors of Seacoast shall be between five (5) and fourteen (14), as the Board
shall determine from time to time. Article III, Section 2 of the Bylaws of
Seacoast was amended to read in its entirety as follows:
"2. NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the Corporation shall be determined
from time to time by the Board of Directors pursuant to a resolution
duly adopted by the Board of Directors, but in no event shall the
Corporation have less than five (5) directors nor more than fourteen
(14) directors. The number of directors may also be changed by the
Shareholders from time to time by amendment to these Bylaws, but no
decrease in the number of directors shall have the effect of shortening
the term of any such incumbent director. Each director shall hold
office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified."
On May 20, 1997 the Bylaws of Seacoast were amended and
restated to reflect the amendment as it appears above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to file at this time the required financial
statements required by this Item 7(a). Such financial statements shall
be filed as soon as practicable by amendment to this Form 8-K, but in
no event later than 60 days after the date that this Form 8-K is filed.
(b) Pro Forma Financial Information
It is impracticable to file at this time the required pro forma
financial information required by this Item 7(b). Such pro forma
financial information shall be filed as soon as practicable by
amendment to this Form 8-K, but in no event later than 60 days after
the date that this Form 8-K is filed.
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(c) Exhibits
Exhibit Number Description of Exhibit
2 Agreement and Plan of Merger by and between Seacoast
and PSHC, dated as of February 19, 1997.
(Incorporated by reference from the Registrant's
Registration Statement on Form S-4 (File No.
333-24119), filed on March 28, 1997, amended on April
14, 1997 and declared effective on April 16, 1997)
3.1 Amended and Restated Articles of Incorporation of
Seacoast Banking Corporation of Florida
3.2 Amended and Restated Bylaws of Seacoast Banking
Corporation of Florida
99 Press Release dated June 2, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SEACOAST BANKING CORPORATION OF FLORIDA
(Registrant)
By: /s/ Dale M. Hudson
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Dale M. Hudson
President and Chief Executive Officer
Date: June 6, 1997
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
2 Agreement and Plan of Merger by and between Seacoast and PSHC,
dated as of February 19, 1997. (Incorporated by reference from
the Registrant's Registration Statement on Form S-4 (File No.
333-24119), filed on March 28, 1997, amended on April 14, 1997
and declared effective on April 16, 1997)
3.1 Amended and Restated Articles of Incorporation of Seacoast
Banking Corporation of Florida
3.2 Amended and Restated Bylaws of Seacoast Banking Corporation of
Florida
99 Press Release dated June 2, 1997