SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to ss.240.14a-12
JACKSONVILLE BANCORP, INC.
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name(s) 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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[LOGO] JACKSONVILLE BANCORP, INC.
April 2, 2003
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Jacksonville Bancorp, Inc., which will be held on Wednesday, April 30, 2003,
beginning at 11:00 a.m., Eastern Time. The meeting will be held at the Humana
Building, 76 South Laura Street, 7th Floor, Jacksonville, Florida, 32202. The
purpose of the meeting is to consider and vote upon the proposals explained in
the notice and the proxy statement.
A formal notice describing the business to come before the meeting, a proxy
statement, and a proxy card are enclosed. We have also enclosed our 2002 Annual
Report for your review, which contains detailed information concerning our 2002
financial performance and activities.
It is important that your shares be represented at the Annual Meeting. Whether
or not you plan to attend the Annual Meeting in person, please vote your shares
by completing, signing, and dating the enclosed proxy card, and returning it in
the postage paid envelope provided. If you later decide to attend the Annual
Meeting and vote in person, or if you wish to revoke your proxy for any reason
before the vote at the Annual Meeting, you may do so and your proxy will have no
further effect.
Sincerely,
/s/ Donald E. Roller
Donald E. Roller
Chairman of the Board
JACKSONVILLE BANCORP, INC.
76 South Laura Street, Suite 104
Jacksonville, Florida 32202
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Holders of Common Stock:
Notice is hereby given that the Annual Meeting of Shareholders of Jacksonville
Bancorp, Inc., will be held on Wednesday, April 30, 2003, at 11:00 a.m., Eastern
Time, at The Humana Building, 76 South Laura Street, 7th Floor, Jacksonville,
Florida, 32202, to consider and act upon the following matters:
1. Election of five of our directors;
2. Approval of the Directors' Stock Purchase Plan; and
3. Such other business as may properly come before the Annual Meeting or
any adjournment(s) thereof.
Only shareholders of record of our common stock at the close of business on
March 21, 2003, are entitled to receive notice of, and to vote on, the business
that may come before the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, sign, date, and
return the enclosed proxy card to our transfer agent as promptly as possible in
the postage paid envelope provided. You may revoke the proxy at any time before
it is exercised by following the instructions set forth in VOTING OF PROXIES on
the first page of the accompanying proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cheryl L. Whalen
Cheryl L. Whalen
Corporate Secretary
April 2, 2003
JACKSONVILLE BANCORP, INC.
76 South Laura Street, Suite 104
Jacksonville, Florida 32202
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
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This proxy statement and the accompanying notice and proxy card are being
furnished to you as a holder of Jacksonville Bancorp, Inc., common stock, $.01
par value, in connection with the solicitation of proxies by our Board of
Directors for use at the Annual Meeting of Shareholders. The Annual Meeting will
be held on Wednesday, April 30, 2003, beginning at 11:00 a.m., Eastern Time, at
The Humana Building, 76 South Laura Street, 7th Floor, Jacksonville, Florida,
32202. This proxy statement, and the accompanying notice and proxy card, are
first being mailed to holders of our common stock on or about April 10, 2003.
Unless the context requires otherwise, references in this statement to "we",
"us", or "our" refer to Jacksonville Bancorp, Inc., its wholly owned subsidiary,
The Jacksonville Bank, and the Bank's wholly owned subsidiary, Fountain
Financial, Inc., on a consolidated basis. References to the "Company" denote
Jacksonville Bancorp, Inc., and The Jacksonville Bank is referred to as the
"Bank".
VOTING OF PROXIES
-----------------
Shares represented by proxies properly signed and returned, unless subsequently
revoked, will be voted at the Annual Meeting in accordance with the instructions
marked on the proxy. If a proxy is signed and returned without indicating any
voting instructions, the shares represented by the proxy will be voted FOR
approval of the proposals stated in this proxy statement, and in the discretion
of the holders of the proxies on other matters that may properly come before the
Annual Meeting.
If you have executed and delivered a proxy, you may revoke such proxy at any
time before it is voted by attending the Annual Meeting and voting in person, by
giving written notice of revocation of the proxy, or by submitting a signed
proxy bearing a later date. Such notice of revocation or later proxy should be
sent to our transfer agent, SunTrust Stock Transfer at the address indicated on
the enclosed proxy. In order for the notice of revocation or later proxy to
revoke the prior proxy, our transfer agent must receive such notice or later
proxy before the vote of shareholders at the Annual Meeting. Unless you vote at
the meeting or take other action, your attendance at the Annual Meeting will not
revoke your proxy.
VOTING PROCEDURES
-----------------
Our bylaws provide that a majority of the outstanding shares entitled to vote
constitutes a quorum at a meeting of shareholders. Under the Florida Business
Corporation Act (the "Act") and our articles of incorporation, directors are
elected by a plurality of the votes cast in the election at a meeting at which a
quorum is present. Other matters are approved if affirmative votes cast by the
holders of the shares represented at a meeting at which a quorum is present
exceed votes opposing the action, unless the Act or our articles of
incorporation require a greater number of affirmative votes or voting by
classes. Abstentions and broker non-votes have no effect under Florida law.
VOTING SECURITIES
-----------------
Our Board of Directors has fixed the close of business on March 21, 2003, as the
record date for determining the holders of our common stock entitled to receive
notice of, and to vote at, the Annual Meeting. At the close of business on March
21, 2003, there were issued and outstanding 1,467,066 shares of our common stock
entitled to vote at the Annual Meeting, held by approximately 215 registered
holders. You are entitled to one vote for each share held upon each matter
properly submitted at the Annual Meeting.
PURPOSE
-------
We anticipate that our shareholders will act upon the following business at the
meeting:
PROPOSAL 1: ELECTION OF DIRECTORS
---------------------------------
The directors nominated for election at the 2003 Annual Meeting are D. Michael
Carter, C.P.A., Melvin Gottlieb, James M. Healey, John C. Kowkabany, and Bennett
A. Tavar, in Class 3. The term of office of the Class 1 directors expires at the
2004 Annual Meeting and the term of office of the Class 2 directors expires at
the 2005 Annual Meeting. Those directors elected as Class 3 directors at this
Annual Meeting will have a term of office of three years, expiring at the 2006
Annual Meeting.
If elected, the nominees will constitute five of the 14 members of our Board of
Directors. To be elected, each nominee must receive a plurality of the votes
cast, which shall be counted as described in Voting Procedures. Unless you mark
the accompanying proxy otherwise, the proxy will be voted FOR the election of
Messrs. Carter, Gottlieb, Healey, Kowkabany, and Tavar. If any nominee should
become unable to serve, which is not now anticipated, the persons voting the
accompanying proxy may vote for a substitute in their discretion.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
Our articles of incorporation provide that our directors are divided into three
classes. The following provides certain information with respect to each of our
directors, including the nominees for director in Class 3. Except as otherwise
indicated, each person has been or was engaged in his present or last principal
occupation, in the same or a similar position, for more than five years.
Directors Carter, Healey, Kowkabany, Kraft, Mills, Rose, Schultz, Spencer,
Tavar, and Winfield became directors during our organizational period. Messrs.
Pomar and Schwenck were appointed to the Board in March 1999; Mr. Gottlieb was
appointed to the Board in July 1999; and Mr. Roller was appointed to the Board
in August 1999. All directors serve on the Boards of both the Company and the
Bank.
CLASS 3 DIRECTORS
NAME AGE POSITIONS HELD AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ----------------------------- ---- -----------------------------------------------------------------------
D. Michael Carter, C.P.A. 50 Certified Public Accountant and a graduate of Florida State
University. Mr. Carter has lived in Jacksonville, Florida, since 1975,
and is a Director and Managing Partner of Carter, Merolle & Company,
P.A. Tax and audit clients include businesses, business owners and
executives, as well as professionals. The practice also provides
financial planning, investment and business counseling services.
Before forming his firm in 1980, Mr. Carter had been a public
accountant with two national accounting firms. Mr. Carter is a member
of the American Institute of Certified Public Accountants and the
Florida Institute of Certified Public Accountants. He is a Board
member of the Rotary Club of Oceanside in Jacksonville and is a member
of the Jacksonville Chamber of Commerce. Mr. Carter has previously
served as a Board member for the Ronald McDonald House, president of
the Rotary Club of East Arlington (Jacksonville), president of the
Mandarin Business Association, and Board member of Leadership
Jacksonville Alumni, Inc.
Melvin Gottlieb 56 Past Chief Executive Officer of Gottlieb's Financial Services, Inc., a
subsidiary of Medaphis Corporation, which provides emergency physician
reimbursement services. Mr. Gottlieb is active in the community,
acting as President for the Jacksonville Jewish Foundation; Vice
President for the Jacksonville Jewish Center, River Garden Foundation,
and Jewish Community Alliance; and Chairman of the University of North
Florida Business Advisory Council. Mr. Gottlieb also serves as
Director for numerous other charitable organizations, including the I.
M. Sulzbacher Center for the Homeless, Dignity U Wear, Jacksonville
Jewish Federation, Fresh Ministries, and Community Asthma Partnership.
James M. Healey 45 Director, Vice President, and Partner of Mint Magazine, Inc.,
Chattanooga Mint, Inc., and Columbia Mint, Inc., direct mail
advertising firms. Before his association with Mint Magazine began in
1995, Mr. Healey worked with Carnation Food Products, Inc., and
International Harvester. Mr. Healey attended Purdue University where
he received a Bachelor of Arts degree from Purdue's Business School
with special studies in Marketing and Personnel. Mr. Healey has been a
resident and active member of the Jacksonville community since 1984.
John C. Kowkabany 60 Jacksonville based real estate investor and consultant. Mr. Kowkabany
has significant private and public sector experience. A resident of
the city of Neptune Beach, he has been active in local government,
serving as the City's Mayor from 1989 to 1997, and Councilman from
1985 to 1989. Mr. Kowkabany's public sector experience has provided
him with experience and knowledge regarding the local business and
civic communities. For many years, Mr. Kowkabany has served with
various civic and charitable organizations as an officer or director.
Mr. Kowkabany graduated with a Bachelor of Arts degree from
Jacksonville University.
Bennett A. Tavar 45 Owner and President of Logical Business Systems, Inc., a computer
sales and service firm located in Jacksonville, Florida. Mr. Tavar has
been a resident of Jacksonville since 1982 and is active in a number
of local civic organizations.
CLASS 1 DIRECTORS
NAME AGE POSITIONS HELD AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
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John W. Rose 53 A financial services executive, advisor, and investor for over 25
years. Mr. Rose served as the Chief Financial Officer of Bay View
Capital Corporation, a publicly held bank holding company
headquartered in California, from May 2001 to November 2002. He
continues to act as Founder/ President of McAllen Capital Partners,
Inc., a financial advisory firm specializing in bank and thrift
turnarounds. Mr. Rose is also a director of Life Shelters, Inc., a
manufacturer of mobile medical vans, and Bay View Capital Corporation.
Mr. Rose also served as special advisor to F.N.B. Corporation
(Pennsylvania), a NYSE-listed bank holding company in liquidation.
Before forming McAllen Capital Partners, Inc., Mr. Rose served in
various capacities with the following Chicago-based firms: President,
Livingston Financial Group; Senior Vice President, ABN/LaSalle
National Bank; Associate, William Blair & Co.; Principal, Dwyer, Rose
& Associates; and Vice President, First National Bank. Mr. Rose earned
his undergraduate degree from Case Western Reserve University, and his
M.B.A. from Columbia University.
2
NAME AGE POSITIONS HELD AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ----------------------------- ---- -----------------------------------------------------------------------
John R. Schultz 39 A fourth generation native of Jacksonville, Florida. Mr. Schultz is
Vice President of Schultz Investments, an investment management
company. He is the founder and Chairman of Schultz/Angelo Group, Inc.,
a commercial general contractor and is co-owner of Schultz, Foster and
Addison Real Estate, Inc., a commercial real estate brokerage firm.
Mr. Schultz is a graduate of The Bolles School (Jacksonville, Florida)
and attended the University of Florida. Mr. Schultz is a director of
numerous companies and community organizations, including
Southeast-Atlantic Corporation (Canada Dry bottler/distributor),
Jacksonville Museum of Science and History, Metro YMCA, St. Vincent's
Foundation, and the Schultz Foundation.
Price W. Schwenck 60 Chief Executive Officer of the Company until April 26, 2000, and
Chairman of the Board of Directors for the Bank. From May 2000 to
February 2003, Mr. Schwenck was President and Chief Executive Officer
of PCB Bancorp, Inc., a multibank holding company located in Largo,
Florida. Mr. Schwenck served as Regional President for First Union
National Bank in Ft. Lauderdale, Florida, from 1988 to 1994, and in
Jacksonville, Florida, from 1994 until he retired in 1999. Mr.
Schwenck received his Bachelors degree and M.B.A. from the University
of South Florida, and his M.S. from the University of Miami.
Gary L. Winfield, M.D. 45 A physician. Dr. Winfield has had an active family practice in
Jacksonville Beach, Florida, since 1989, operating as Sandcastle
Family Practice, P.A. Dr. Winfield has served as Vice President of
Medical Affairs for Anthem Health Plans of Florida, a provider of
health insurance. Dr. Winfield received his undergraduate degree from
the University of Oklahoma and is a graduate of the College of
Medicine at the University of Oklahoma.
CLASS 2 DIRECTORS
NAME AGE POSITIONS HELD AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ----------------------------- ---- -----------------------------------------------------------------------
Rudolph A. Kraft 67 Director of Kraft Motorcar Company, Inc., in Gainesville, Florida, a
Mercedes-Benz, Jeep, and Buick dealership since 1990. Mr. Kraft was
previously President and Chief Executive Officer of Kraft Holdings,
Inc., a Mercedes-Benz dealership in south Florida from 1989 to 1998.
He also served as a director to Barnett Bank of South Florida from
1986 to 1989. Mr. Kraft has served on the boards of a number of civic
organizations, currently serving as a director of the Jacksonville
Marine Institute and a Trustee/Overseer for Lasell College in Newton,
Massachusetts.
R. C. Mills 65 Executive Vice President and Chief Operating Officer of Heritage
Propane Partners, L.P., a national distributor of propane gas. Mr.
Mills is a graduate of the University of Sarasota and resides in the
Jacksonville area. Mr. Mills has an extensive business background and
is experienced in business mergers and acquisitions, corporate
finance, and personnel management.
Gilbert J. Pomar, III 42 President and Chief Executive Officer for both the Company and the
Bank. Mr. Pomar joined us in March 1999, having been employed by First
Union National Bank in Jacksonville since 1991. During his tenure with
First Union, he was promoted to Senior Vice President/Commercial
Lending Manager in 1994 and head of Commercial Banking in 1996. Mr.
Pomar's banking experience includes four years with Southeast Bank in
West Palm Beach, Florida, as a Real Estate Workout Officer and four
years with First Chicago in Miami, Florida, as a Commercial Real
Estate Loan Officer. Mr. Pomar is active in various community efforts,
including the United Way, Boy Scouts of America, and the American
Cancer Society. He is a graduate of the University of Florida, where
he earned his Bachelor of Science degree in Finance.
Donald E. Roller 65 Chairman of our Board of Directors. President and Chief Executive
Officer of U.S. Gypsum Company from 1993 through 1996. He was also
Executive Vice President of USG Corporation. Mr. Roller has had much
experience in directorship positions, including having served as
acting Chief Executive Officer and Chairman of the Audit Committee for
Payless Cashways, Inc.
Charles F. Spencer 60 President of the International Longshoremen's Association, Local 1408,
and Cottage Street Land Trust, Inc., in Jacksonville, Florida. In
addition, Mr. Spencer is Executive Vice President of the South
Atlantic and Gulf Coast District of I.L.A., and Vice President at
Large of the Florida AFL-CIO. Mr. Spencer is the Chairman of the Board
for the Jacksonville Sports Development Authority appointed by the
Mayor. He serves on numerous other Boards, including United Way of
Northeast Florida, the Committee of 100 of the Jacksonville Chamber of
Commerce, the I. M. Sulzbacher Center for the Homeless, and Edward
Waters College. Mr. Spencer is a former Board member of the Florida
Community College at Jacksonville Foundation.
3
PROPOSAL 2: DIRECTORS' STOCK PURCHASE PLAN
------------------------------------------
On February 5, 2003, the Board of Directors approved, and recommends that the
shareholders approve, the Directors' Stock Purchase Plan (the "Plan"). The Board
has determined that payment of directors' fees to directors who are not our
employees is appropriate, and has established the amount of such fees at the
value of a specified number of shares of common stock, as purchased in
semi-annual installments during the year. Other than the one-time grant of stock
options, originally completed in 1999 and reallocated in 2001, none of the
directors has received any compensation for their services to date.
The purpose of the Plan is to allow for the purchase of the Company's common
stock with the established amount of directors' fees, as an alternative to
direct receipt of the equivalent amount of cash. Such purchases will be
controlled by a prior and continuing election by each director to receive fees
in the form of either common stock or cash. However, the Board may determine, at
its sole discretion, that a part or all of a director's fees must be paid in
common stock. We believe that allowing directors to receive fees in the form of
common stock will further align the mutuality of interests of directors with
those of management and shareholders. Directors electing to participate in the
Plan will also increase their financial interest in the Company, thereby
increasing their interest in our long-term success for all shareholders.
Under the terms of the Plan, a maximum number of 100,000 shares of common stock
will be made available for purchase by the directors. Although the Plan will
allow for the issuance of previously unissued shares, it is our full intent to
purchase the required number of shares semiannually on the open market at the
current price, utilizing accounts established for this purpose with a designated
broker. We will bear the costs of the purchase commissions, but will likely
encounter little or no additional administrative costs, and it is expected that
the periodic purchases on the open market will further support the liquidity of
our common stock. Further, open market purchases will create another source of
demand for our common stock, will not be discounted from the fair market value,
and will not dilute the interests of existing shareholders.
A non-employee director is eligible to become a participant in the Plan upon
joining the Board, with directors entitled to prorated payments if service is
for less than a full year, or if the director does not meet Board-established
minimum attendance criteria for Board and committee meetings. Participation in
the Plan ends upon the termination of the Participant's service as a
non-employee director.
The Corporate Governance Committee (the "Committee") will oversee the Plan as a
part of director compensation matters. The broker holding directors' common
stock accounts will allocate the number of shares purchased on each director's
behalf to the appropriate account(s). If the Company issues previously unissued
shares, the shares will be allocated in accordance with the market value at the
time of issuance. The Committee also will recommend to the Board any adjustments
in the number of shares to be utilized as the base for determining directors'
fee amounts annually, or as deemed necessary and appropriate by the Committee.
Decisions regarding the total remuneration of directors will be finalized by the
full Board upon such recommendation, considering such factors as fees paid by
similarly situated, publicly traded bank holding companies, our financial
performance and condition, regulatory constraints and limitations on capital.
Additionally, the amounts needed to attract and retain directors of excellent
character, exhibiting commitment to their duties, competence, and insight into
achieving our strategic objectives, who are talented and qualified to continue
to advance the interests of the Company and its shareholders, will be subject to
evaluation.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PLAN.
DIRECTOR COMPENSATION
---------------------
Other than the one-time grant of stock options, we have not paid any
compensation to members of the Board of Directors and Board committees for their
service to us. As indicated in the description of PROPOSAL 2 above, the Board of
Directors has determined that payment of reasonable directors' fees beginning
for the calendar year 2003 is appropriate. The number of shares has been set at
600 shares per non-employee director for 2003, and is subject to adjustment as
indicated above.
BOARD OF DIRECTORS AND STANDING COMMITTEES
------------------------------------------
During 2002, the Board held ten meetings, and all directors attended at least
75% of the meetings of the Board and committees on which they served. Our Board
of Directors maintains an Audit Committee, a Compensation Committee, and a
Corporate Governance Committee, which are described below. Our Board elects the
members of these committees at the Board meeting immediately following the
Annual Meeting, and membership may change throughout the year based on varying
circumstances at the discretion of the Board. Under our bylaws, the Board of
Directors is authorized to fill any vacancy on a committee.
The Audit Committee is responsible for the matters set forth in its written
charter which has been adopted by the Board of Directors, a copy of which was
attached to the proxy statement for the 2001 Annual Meeting. The primary
function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing the Company's financial
reports; systems of internal controls regarding finance, accounting, legal
compliance, and ethics and evaluating the independence of the Company's
independent accountants. The Audit Committee held four meetings in 2002. The
members of the Audit Committee are Messrs. Roller (Chairman), Carter, Healey,
Kowkabany, and Winfield.
The Compensation Committee, which was formed in May 2002, is responsible for
oversight of compensation matters, employment issues, and personnel policies.
The Committee makes recommendations to the Board of Directors regarding
compensation for the Chief Executive Officer, as well as other executive
officers and certain officers/managers, including salary, bonuses, option
grants, other forms of long-term compensation, and employee benefits.
Additionally, the Committee reviews general levels of compensation, and is
4
responsible for evaluation of salaries and other compensation in light of
industry trends and the practices of similarly situated, publicly traded bank
holding companies. The Compensation Committee held four meetings in 2002. The
members are Messrs. Mills (Chairman), Roller, Rose, Schwenck, and Spencer.
The Corporate Governance Committee, which was formed in March 2002, is
responsible for formulating policies governing the Board of Directors and its
committees. The responsibilities include recommending new Board members,
establishing criteria for membership on the Board, designating chairs and
members of Board committees, setting dates for Board meetings, monitoring
compliance with our bylaws and regulations governing public companies, and
making recommendations regarding director compensation. The Corporate Governance
Committee held three meetings in 2002. The members of the Corporate Governance
Committee are Messrs. Carter (Chairman), Healey, Kraft, Mills, and Schultz.
EXECUTIVE COMPENSATION
----------------------
The following table sets forth for the fiscal years ended December 31, 2002,
2001, and 2000, the cash compensation paid or accrued, as well as certain other
compensation paid or accrued for those years, for services in all capacities to
our CEO, our Chief Financial Officer, and the Senior Loan Officer of the Bank.
SUMMARY COMPENSATION TABLE (1)
Annual Compensation
----------------------------------
Name and Principal Position Year Salary ($) Bonus ($) All Other Compensation ($)(2)
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Gilbert J. Pomar, III, President and Chief Executive 2002 135,167 55,000 10,182
Officer 2001 130,167 30,000 9,730
2000 125,000 35,000 9,700
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Scott M. Hall, Executive Vice President and Senior 2002 104,967 30,000 6,555
Loan Officer of the Bank 2001 100,416 0 6,274
2000 94,667 20,000 6,880
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Cheryl L. Whalen, Executive Vice President and Chief 2002 104,967 20,000 7,179
Financial Officer 2001 100,416 10,000 (3) 6,290
2000 94,667 0 6,010
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(1) COLUMNS RELATING TO OTHER ANNUAL COMPENSATION, LONG TERM COMPENSATION
AWARDS, AND LTIP PAYOUTS, HAVE BEEN DELETED BECAUSE NO COMPENSATION
REQUIRED TO BE REPORTED IN SUCH COLUMNS WAS AWARDED TO, EARNED BY, OR PAID
TO THE NAMED EXECUTIVES DURING THE PERIODS INDICATED. PERQUISITES ARE NOT
DISCLOSED BECAUSE THE AGGREGATE VALUE DOES NOT EXCEED THE LESSER OF $50,000
OR 10% OF TOTAL ANNUAL SALARY AND BONUS.
(2) THE AMOUNTS SHOWN IN THE ALL OTHER COMPENSATION COLUMN CONSIST OF MATCHING
CONTRIBUTIONS TO THE 401(K) PLAN.
(3) THE AMOUNT SHOWN IN THE COLUMN FOR 2001 REPRESENTS A BONUS AMOUNT THAT WAS
DETERMINED SUBSEQUENT TO THE 2002 ANNUAL MEETING.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information regarding stock options exercised in
2002 by each of the named executive officers, and the value of the unexercised
options held by these individuals as of December 31, 2002, based on the market
value ($11.93) of the common stock on December 31, 2002, on the Nasdaq SmallCap
Market.
Number of Securities Underlying Value of Unexercised In The
Unexercised Options at 12/31/02 Money Options at 12/31/02
Shares Acquired Value --------------------------------------------------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
Gilbert J. Pomar, III 0 $ 0 30,000 / 0 $ 57,900 / $ 0
Scott M. Hall 0 $ 0 7,500 / 5,000 $ 14,475 / $ 9,650
Cheryl L. Whalen 0 $ 0 7,500 / 5,000 $ 14,475 / $ 9,650
- ----------------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLAN INFORMATION
Number of securities to be issued upon Weighted average exercise Number of securities
exercise of outstanding options, price of outstanding options, remaining available for
Plan Category warrants and rights warrants and rights future issuance
- -----------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans 139,857 $ 10.00 80,242
approved by security
holders
Equity compensation plans
not approved by security
holders
- -----------------------------------------------------------------------------------------------------------------------------------
Total 139,857 $ 10.00 80,242
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EMPLOYMENT AGREEMENT
Under our employment agreement with Gilbert J. Pomar, III, (the "Pomar
Agreement"), he became the Bank's President in March 1999 at a salary of
$120,000. He has since been promoted to become our CEO, and his base salary has
increased annually. Mr. Pomar's salary was increased from $136,000 to $142,000
in March 2003, based on the evaluation of performance factors by the
Compensation Committee. Further, Mr. Pomar was granted a bonus of $55,000 in
March 2003 relative to 2002 performance. The Pomar Agreement provides for an
annual base salary plus annual increases and participation in bonus plans, stock
option plans, stock ownership plans, profit sharing plans, and 401(k) plans made
available to our employees and executives. Additionally, we pay Mr. Pomar's
medical and dental insurance plan premiums. The Pomar Agreement has a rolling
one-year term, ending no later than Mr. Pomar's 65th birthday, and contains a
six-month noncompetition provision against employment with any person seeking to
organize a financial institution in Duval or Clay counties.
5
If we terminate Mr. Pomar's employment for a reason other than for "just cause"
(as defined in the Pomar Agreement), death or disability, or if Mr. Pomar
terminates his employment for "good reason" (as defined), then we must pay Mr.
Pomar an amount equal to his annual base salary and any bonus to which he would
have been entitled under the Pomar Agreement. If Mr. Pomar's employment is
terminated as a result of a "change in control" (as defined) or a change in
control occurs within 12 months of his involuntary termination or termination
for good reason, then Mr. Pomar is entitled to a severance payment equal to 2.99
times his current annual base salary plus any incentive compensation to which he
was entitled under the Pomar Agreement. These payments will be made in
substantially equal semi-monthly installments until paid in full. In addition,
upon a change in control, all unvested options will vest on the day before the
effective date of the change in control. Furthermore, unless Mr. Pomar is
terminated for just cause, under certain banking regulatory requirements or
under a termination of employment by Mr. Pomar for other than good reason, we
are also required to maintain in full force and effect all employee benefit
plans in which Mr. Pomar was participating before termination for the remainder
of the Pomar Agreement or 12 months, whichever is shorter. The Pomar Agreement
also contains provisions required under certain banking regulations that suspend
or terminate the Pomar Agreement upon certain banking regulatory findings or
actions.
AUDIT COMMITTEE REPORT
----------------------
As set forth in its charter, the Audit Committee assists the Board by reviewing
financial reports we provide to governmental bodies or the public, monitoring
the adequacy of our internal controls regarding finance and accounting,
reviewing our auditing, accounting, and financial reporting processes generally,
and verifying the independence of our independent auditors. All auditors
employed or engaged by us report directly to the Audit Committee. To fulfill its
responsibilities, the Audit Committee recommends the selection of auditors,
reviews the audit program on at least an annual basis to ensure the adequacy of
its scope, and reviews all reports of auditors and examiners, as well as
management's responses to such reports, to ensure the effectiveness of internal
controls and the implementation of remedial action. The Audit Committee also
recommends to the Board whether to include the audited financial statements in
our Annual Report and Form 10-KSB.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing their relationships with us that might bear on their independence,
consistent with Independence Standards Board Standard No. 1, INDEPENDENCE
DISCUSSIONS WITH AUDIT COMMITTEES; discussed any relationships that may impact
their objectivity and independence with the auditors; considered whether the
provision of nonaudit services was compatible with maintaining the auditors'
independence; and satisfied itself as to their independence. The Audit Committee
also discussed with management and the independent auditors the quality and
adequacy of our internal controls, and the accounting function's organization,
responsibilities, budget, and staffing. The Audit Committee further reviewed
with the independent auditors their audit plans, audit scope, and identification
of audit risks.
The Audit Committee discussed with the independent auditors all communications
required by generally accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended, COMMUNICATION WITH AUDIT
COMMITTEES, and with and without management present, discussed and reviewed the
results of the independent auditors' examination of the financial statements.
The Audit Committee reviewed and discussed our audited financial statements as
of and for the year ended December 31, 2002, with management and the independent
auditors. Management has the responsibility for preparation of our financial
statements, and the independent auditors have the responsibility for examination
of those statements. Based on this review and the discussions with management
and the independent auditors, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in our Annual Report
and Form 10-KSB for the year ended December 31, 2002, for filing with the
Securities and Exchange Commission (the "SEC").
All members of the Audit Committee are independent directors as defined by the
National Association of Securities Dealers.
D. Michael Carter, C.P.A. Donald E. Roller (Chairman)
James M. Healey Gary L. Winfield, M.D.
John C. Kowkabany
AUDIT FEES. We will pay a total of $18,000 to Hacker, Johnson & Smith, P.A., for
services rendered in connection with the audit of our financial statements for
the fiscal year ended December 31, 2002, as well as $3,000 per quarter for
interim financial statement review.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no fees
paid to Hacker, Johnson & Smith, P.A., for financial information systems design
and implementation services during the fiscal year ended December 31, 2002.
ALL OTHER FEES. All other fees to be paid for services rendered in 2002 by
Hacker, Johnson & Smith, P.A., will be $19,000.
PERFORMANCE GRAPH
-----------------
Although it is not required by the SEC, we continue to provide a comparison of
our stock price performance with both a broad equity market index and a
published industry index or peer group for five years or the shorter period that
the stock has been publicly traded. Our total return compared with the Russell
3000 Market Index, the SNL Southeast Bank Index, and the 2001 Peer Index, since
our common stock began trading is shown on the following graph. The Jacksonville
Bancorp 2001 Peer Index contains publicly held banks headquartered in the
southeastern United States, similar to those contained in peer groups used in
prior fiscal years, and has been included due to changing our peer group index
to the SNL Southeast Bank Index, which we believe is a more accurate index with
which to compare the Company.
6
This graph assumes that $100 was invested on September 13, 1999, the date that
our stock first traded on the OTC Bulletin Board, and all dividends were
reinvested in our common stock and the other indices. Each of the indices is
weighted on a market capitalization basis at the time of each reported data
point.
9/13/99 12/31/99 12/31/00 12/31/01 12/31/02
--------- ---------- ---------- ---------- ----------
Jacksonville Bancorp, Inc. 100 90.48 83.33 91.43 113.62
Russell 3000 Index 100 111.06 102.78 91.00 71.32
SNL Southeast Bank Index 100 88.54 88.90 110.75 122.34
Jacksonville Bancorp 2001 Peer Group 100 91.21 93.39 117.30 125.42
TOTAL RETURN PERFORMANCE
[PERFORMANCE GRAPH]
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table indicates the common stock beneficially owned by our
executive officers and directors as of February 28, 2003, at which date there
are no persons known to us to beneficially own more than 5% of our common stock,
other than R. C. Mills.
AMOUNT AND NATURE OF PERCENT OF SHARES OF
DIRECTOR OR EXECUTIVE OFFICER BENEFICIAL OWNERSHIP (1) COMMON STOCK OUTSTANDING
- --------------------------------------------------------------- ------------------------ ------------------------
D. Michael Carter, C.P.A. 33,718 2.28%
Melvin Gottlieb 63,293 4.29%
Scott M. Hall 7,800 0.53%
James M. Healey 42,943 2.91%
John C. Kowkabany 37,243 2.53%
Rudolph A. Kraft 40,768 2.76%
R. C. Mills (2) 87,393 5.90%
Gilbert J. Pomar, III 35,000 2.34%
Donald E. Roller 47,393 3.21%
John W. Rose 49,643 3.36%
John R. Schultz 42,018 2.85%
Price W. Schwenck 29,641 2.01%
Charles F. Spencer 19,943 1.36%
Bennett A. Tavar 40,743 2.76%
Cheryl L. Whalen 7,830 0.53%
Gary L. Winfield, M.D 33,393 2.26%
All executive officers and directors as a group (16 persons) 618,762 38.12%
(1) UNDER THE RULES OF THE SEC, THE DETERMINATIONS OF "BENEFICIAL OWNERSHIP" OF
OUR COMMON STOCK ARE BASED UPON RULE 13D-3 UNDER THE EXCHANGE ACT. UNDER
THIS RULE, SHARES WILL BE DEEMED TO BE "BENEFICIALLY OWNED" WHERE A PERSON
HAS, EITHER SOLELY OR WITH OTHERS, THE POWER TO VOTE OR TO DIRECT THE
VOTING OF SHARES AND/OR THE POWER TO DISPOSE, OR TO DIRECT THE DISPOSITION
OF SHARES, OR WHERE A PERSON HAS THE RIGHT TO ACQUIRE ANY SUCH POWER WITHIN
60 DAYS AFTER THE DATE SUCH BENEFICIAL OWNERSHIP IS DETERMINED. SHARES OF
OUR COMMON STOCK THAT A BENEFICIAL OWNER HAS THE RIGHT TO ACQUIRE WITHIN 60
DAYS UNDER THE EXERCISE OF THE OPTIONS OR WARRANTS ARE DEEMED TO BE
OUTSTANDING FOR THE PURPOSE OF COMPUTING THE PERCENTAGE OWNERSHIP OF SUCH
OWNER BUT ARE NOT DEEMED OUTSTANDING FOR THE PURPOSE OF COMPUTING THE
PERCENTAGE OWNERSHIP OF ANY OTHER PERSON. ALL AMOUNTS ARE DETERMINED AS OF
FEBRUARY 28, 2003, WHEN THERE WERE 1,467,066 SHARES OUTSTANDING. THE
AMOUNTS SHOWN ABOVE INCLUDE 4,643 OPTIONS EXERCISABLE WITHIN 60 DAYS OF
FEBRUARY 28, 2003, FOR EACH DIRECTOR OTHER THAN MR. POMAR, WHOSE BENEFICIAL
OWNERSHIP INCLUDES OPTIONS TO PURCHASE 30,000 SHARES, AND MR. SCHWENCK
WHOSE BENEFICIAL OWNERSHIP INCLUDES OPTIONS TO PURCHASE 4,641 SHARES. THE
AMOUNTS SHOWN FOR MR. HALL AND MS. WHALEN INCLUDE OPTIONS TO PURCHASE 7,500
SHARES, AND FOR ALL DIRECTORS AND OFFICERS AS A GROUP, OPTIONS TO PURCHASE
105,357 SHARES. THE AMOUNTS SHOWN ALSO INCLUDE WARRANTS TO PURCHASE SHARES
OF COMMON STOCK FOR THE FOLLOWING DIRECTORS: MR. CARTER-4,525, MR.
GOTTLIEB-3,600, MR. HEALEY-3,600, MR. KOWKABANY-2,450, MR. KRAFT-4,125, MR.
MILLS-10,000, MR. ROLLER-5,000, MR. ROSE-5,000, MR. SCHULTZ-4,125, MR.
SPENCER-100, MR. TAVAR-4,400, AND DR. WINFIELD-3,750. THE AMOUNT SHOWN FOR
MR. SCHULTZ INCLUDES 5,000 SHARES OWNED BY THE SCHULTZ FOUNDATION. MR.
SCHULTZ SERVES AS AN OFFICER AND DIRECTOR OF THE SCHULTZ FOUNDATION. UNLESS
OTHERWISE NOTED, ALL SHARES ARE HELD DIRECTLY BY THE DIRECTOR OR EXECUTIVE
OFFICER, OR IN SOME CASES BY THEIR FAMILY MEMBERS SHARING THE SAME
HOUSEHOLD.
(2) MR. MILLS' BUSINESS ADDRESS IS 5000 SAWGRASS VILLAGE CIRCLE, SUITE 4, PONTE
VEDRA BEACH, FLORIDA 32082.
7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
The Exchange Act requires our executive officers and directors, and any persons
owning more than 10 percent of a class of our stock, to file certain reports on
ownership and changes in ownership with the SEC. During 2002, our executive
officers and directors filed on a timely basis all reports required by Section
16(a) of the Exchange Act relating to transactions involving our equity
securities beneficially owned by them.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
----------------------------------------
The firm of Hacker, Johnson, & Smith, P.A., served as our independent
accountants for the fiscal year ending December 31, 2002. Representatives of
Hacker, Johnson, & Smith, P.A., who will be present at the Annual Meeting, will
have an opportunity to make a statement, if they desire to do so, and will be
available to respond to appropriate questions. The Board of Directors has not
formally acted on the selection of independent accountants for the fiscal year
ending December 31, 2003.
SHAREHOLDER PROPOSALS
---------------------
Shareholders who wish to include a proposal in our proxy statement and form of
proxy relating to the 2004 Annual Meeting should deliver a written copy of their
proposal to our principal executive offices no later than November 28, 2003.
Proposals must comply with the SEC proxy rules relating to shareholder proposals
in order to be included in our proxy materials. Except for shareholder proposals
to be included in our proxy statement and form of proxy, the deadline for
nominations for director and other proposals made by a shareholder is February
9, 2004. We may solicit proxies in connection with next year's Annual Meeting
which confer discretionary authority to vote on any shareholder proposals of
which we do not receive notice by February 9, 2004. Proposals should be directed
to Cheryl L. Whalen, Corporate Secretary, Jacksonville Bancorp, Inc., P.O. Box
40466, Jacksonville, Florida, 32203-0466.
ANNUAL REPORT; DELIVERY TO SHAREHOLDERS SHARING ADDRESS
-------------------------------------------------------
We are providing a copy of our Annual Report for the fiscal year ended December
31, 2002, simultaneously with delivery of this proxy statement. You may obtain
additional copies of the Annual Report and/or the Annual Report on Form 10-KSB
filed with the SEC by writing to Cheryl L. Whalen, Corporate Secretary,
Jacksonville Bancorp, Inc., P.O. Box 40466, Jacksonville, Florida, 32203-0466.
We are delivering only one proxy statement and Annual Report to multiple
shareholders sharing an address unless we have received contrary instructions
from one or more of the shareholders. We will promptly deliver upon written or
oral request a separate copy of this proxy statement or the Annual Report to a
shareholder at a shared address to which a single copy was sent. If you are a
shareholder residing at a shared address and would like to request an additional
copy of the proxy statement or Annual Report now or with respect to future
mailings (or to request to receive only one copy of the proxy statement or
Annual Report if you are currently receiving multiple copies), please send your
request to Cheryl L. Whalen at the address noted above or call us at (904)
421-3040.
OTHER MATTERS
-------------
As of the date of this proxy statement, our Board of Directors does not
anticipate that other matters will be brought before the Annual Meeting. If,
however, other matters are properly brought before the Annual Meeting, the
persons appointed as proxies will have the discretion to vote or act thereon
according to their best judgment.
COST OF SOLICITATION
--------------------
We will bear the cost of solicitation of proxies, including expenses in
connection with the preparation and mailing of this proxy statement. We will
solicit primarily through the mail, and our officers, directors, and employees
may solicit by personal interview, telephone, facsimile, or e-mail proxies.
These people will not receive additional compensation for such solicitations,
but we may reimburse them for their reasonable out-of-pocket expenses.
HOLDERS OF COMMON STOCK ARE REQUESTED TO COMPLETE, SIGN, AND DATE THE
ACCOMPANYING PROXY CARD AND PROMPTLY RETURN IT TO OUR TRANSFER AGENT IN THE
ENCLOSED ADDRESSED, POSTAGE PAID ENVELOPE.
Cheryl L. Whalen
Corporate Secretary
Dated: April 2, 2003
8
APPENDIX A
----------
JACKSONVILLE BANCORP, INC.
DIRECTORS' STOCK PURCHASE PLAN
ARTICLE 1 ESTABLISHMENT AND PURPOSE OF PLAN
1.1 ESTABLISHMENT OF PLAN; PURPOSE OF PLAN. Jacksonville Bancorp, Inc. (the
"Company"), hereby establishes the Jacksonville Bancorp, Inc., Directors'
Stock Purchase Plan. The primary purpose of the Plan is to provide an
opportunity and means by which non-employee directors can increase their
financial interest in the Company, and thereby increase their personal
interest in the Company's continued success, through the payment of
directors' fees in common stock of the Company.
1.2 SHARES SUBJECT TO THE PLAN. Subject to appropriate adjustment as required
in connection with any change in the capital structure of the Company,
including a change related to a stock dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
other corporate event, a maximum of 100,000 shares of Common Stock shall be
available under the Plan. The shares of Common Stock delivered under the
Plan may, at the option of the Company, be shares currently authorized but
unissued or subsequently acquired, in the open market, private
transactions, or otherwise.
1.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption by the
Board, subject to its approval by the shareholders of the Company, and
shall continue in effect until April 30, 2013, unless sooner terminated in
accordance with the terms hereof.
ARTICLE 2 DEFINITIONS
2.1 BOARD. "Board" means the Board of Directors of the Company.
2.2 BROKER. "Broker" means the financial institution engaged by the Company to
open and maintain accounts in the names of Participants, to make purchases
of the Common Stock on the open market for the accounts of Participants,
and to perform certain administrative, custodial brokerage and other
services in connection with the Plan.
2.3 COMMITTEE. "Committee" means the Corporate Governance Committee of the
Board or such other committee as the Board shall designate from time to
time to administer the Plan. Any such committee shall consist of at least
two members of the Board.
2.4 COMMON STOCK. "Common Stock" means the Company's common stock, $.01 par
value.
2.5 COMPANY. "Company" means Jacksonville Bancorp, Inc.
2.6 DIRECTOR'S FEE. "Director's Fee" means any amount payable to a Participant
for service as a director, including payments for attendance at meetings of
the Board or committees of the Board, and any retainer fees paid to members
of the Board.
2.7 MARKET VALUE. "Market Value" means the average of the highest and lowest
sales prices of the Common Stock reported on The Nasdaq Stock Market (or
such other quotation system or exchange on which the Common Stock is listed
or quoted from time to time) on the first date preceding the Payment Date.
If the Common Stock is no longer listed or admitted to trading on any
exchange or quotation system, the Market Value shall be the value
established by the Board in good faith.
2.8 PARTICIPANT. "Participant" means any non-employee director of the Company
who is participating in the Plan.
2.9 PAYMENT DATE. "Payment Date" means any date on which a Director's Fee is
payable to a Participant.
2.10 PLAN. "Plan" means this Jacksonville Bancorp, Inc., Directors' Stock
Purchase Plan, as such plan may be amended, administered or interpreted
from time to time.
ARTICLE 3 ADMINISTRATION
3.1 POWER AND AUTHORITY. The Committee shall administer the Plan and shall have
full power and authority to interpret the provisions of the Plan, to adopt
such rules and regulations, and to make such determinations as are not
inconsistent with the Plan and are necessary or desirable for its
implementation and administration. All determinations, interpretations, and
rules made by the Committee regarding the Plan shall be final and
conclusive. No member of the Committee or the Board shall be liable for any
action taken, determination, or omission , made in good faith with respect
to the Plan or any right granted hereunder.
3.2 COMMITTEE PROCEDURES. The Committee shall hold its meetings at such times
and places as it deems advisable. A majority of the members of the
Committee shall constitute a quorum, and any action taken by a majority of
such members of the Committee in attendance at any meeting at which a
quorum is present shall be the act of the Committee. Action may be taken by
a written instrument signed by a majority of the members of the Committee,
and any action so taken shall be fully effective as if it had been taken at
a meeting duly called and held. The Committee shall make such rules and
regulations for the conduct of its business as it deems advisable.
3.3 DELEGATION OF POWERS; EMPLOYMENT OF ADVISERS. The Committee may delegate to
any agent such duties and powers, both ministerial and discretionary, as it
deems appropriate, except those that may not be delegated by law or
regulation. In
9
administering the Plan, the Committee may engage a Broker, attorneys,
consultants, accountants, or other persons, and the Company and the
Committee shall be entitled to rely upon the advice, opinions or valuation
of any such persons. The Company shall pay all usual and reasonable
expenses of the Committee with respect to the Plan.
3.4 BROKER. Upon sixty (60) days prior written notice, the Company shall have
the right to terminate the entity serving as Broker under the Plan. Also
upon sixty (60) days prior written notice, the then-current Broker shall
have the right to terminate its services as Broker under the Plan. The
Committee may select a successor Broker and make such arrangements with the
Broker, or any successor Broker selected by the Committee, as it deems
appropriate in furtherance of the Plan.
ARTICLE 4 PARTICIPATION
4.1 ELIGIBILITY TO PARTICIPATE. A non-employee director shall be eligible to
become a Participant in the Plan on the first day of the individual's term
as a director. A director shall no longer be a Participant as of the
termination of his or her directorship, or on the date that such director
becomes an employee of the Company.
ARTICLE 5 PAYMENT OF DIRECTOR'S FEES IN COMMON STOCK
5.1 ELECTION TO RECEIVE COMMON STOCK IN LIEU OF CASH. If a Participant is
entitled to receive Director's Fees in cash, that Participant may elect to
receive payment of up to 100% of Director's Fees in the form of Common
Stock. If the Committee elects to acquire Common Stock for issuance under
the Plan through open market purchases by the Broker, the Broker will
allocate that number of shares of Common Stock to a Participant's accounts
equal to the amount of Director's Fees elected to be used for purchase of
Common Stock divided by the average cost of the shares of Common Stock
purchased by the Broker during the month in which the Director's Fees were
paid. If the Committee elects to obtain Common Stock for the Plan directly
from the Company through the issuance of previously unissued shares, the
Company will allocate that number of shares of Common Stock equal to the
amount of Director's Fees elected to be used for purchase of Common Stock
divided by the Market Value. Participants may elect to receive Director's
Fees in the form of Common Stock through the Plan by completing the form
provided for that purpose. A Participant's election shall be effective as
of the next Payment Date, provided that the Company has received the form
at least five (5) business days before the Payment Date. The election shall
continue in effect until revoked or modified by the Participant for a
subsequent Payment Date.
5.2 MANDATORY PAYMENT OF DIRECTOR'S FEES IN COMMON STOCK. The Board may, from
time to time, direct that a part or all of Director's Fees shall be paid in
Common Stock on such terms as the Board, by resolution, shall determine. In
that event, the shares of Common Stock shall be acquired and paid as
provided in this Plan.
5.3 PARTICIPANT ACCOUNTS. For so long as a Broker is engaged to provide service
to the Plan, certificates representing shares of Common Stock so purchased
shall be issued in the name of the Broker or its nominee and will remain so
registered until delivery is requested by the Participant. The
Participant's account will be credited with cash dividends paid in respect
of the full shares and any fractional interest in shares of Common Stock
held in the Participant's account. Cash dividends will be reinvested in
Common Stock following receipt thereof by the Broker unless the Participant
has previously instructed the Broker to the contrary. Regular brokerage
commissions payable on purchases made with reinvested dividends will be
payable by the Participant and deducted form the amount of dividend at the
time such reinvestment is made. Stock dividends or stock splits in respect
of shares of Common Stock held in the Participant's account will be
credited to the account without charge.
5.4 OWNERSHIP OF COMPANY SHARES. At the time of purchase of the Common Stock by
the Broker or the issuance of shares directly from the Company, each
Participant for whose account funds were received will be the beneficial
owner of all shares of Common Stock purchased for or issued to such
Participant's account. Upon the Participant's written request, whole shares
shall be issued to him or her without affecting continued participation in
the Plan. The Participant will pay any Broker's charges for delivery of
certificate(s).
ARTICLE 6 GENERAL PROVISIONS
6.1 AMENDMENT; TERMINATION. The Company may suspend, amend, or terminate the
Plan in its discretion, provided that any suspension, amendment or
termination may not reduce or revoke shares of Common Stock already
allocated to a Participant's account. Upon any termination of the Plan, the
Broker shall (a) cease any further acquisitions of Common Stock under this
Plan using Director's Fees; (b) issue certificates for all whole shares of
Common Stock held in all Participant accounts in accordance with the
applicable Participant's instructions; and (c) distribute cash to
Participants for any fractional shares based upon the average sales price
received by the Broker upon the sale of such Common Stock.
6.2 RIGHTS NOT ASSIGNABLE. A Participant's right to participate in the Plan or
to receive benefits hereunder shall not be subject to anticipation,
alienation, assignment, conveyance, transfer, sale, pledge, encumbrance,
charge, or other disposition, whether voluntary or involuntary. Any attempt
to anticipate, alienate, assign, convey, transfer, sell, pledge, encumber,
charge, or to otherwise dispose of the right to participate in the Plan or
to receive benefits hereunder shall be void and shall not be recognized.
6.3 UNSECURED CREDITOR STATUS. This Plan shall be an unfunded plan. The right
of any Participant to be paid Director's Fees or to receive shares of
Common Stock under the Plan shall be no greater than the right of any other
unsecured general creditor of the
10
Company. Notwithstanding the foregoing, once the Director's Fees have been
paid and the Common Stock allocated to the Participant's Account, such
Common Stock shall be owned by the Participant and not subject to the
claims of the Company's creditors.
6.4 NO TRUST OR FIDUCIARY RELATIONSHIP. Nothing contained in the Plan shall be
deemed to create a trust or fiduciary relationship of any kind for the
benefit of any Participant. The Company shall not be required to repurchase
from any Participant any Common Stock which such Participant acquires under
the Plan.
6.5 CONSTRUCTION. The singular includes the plural, and the plural includes the
singular, unless the context clearly indicates the contrary. Capitalized
terms (except those at the beginning of a sentence or part of a heading)
have the meaning specified in the Plan. If a capitalized term is not
defined in the Plan, the term shall have the generally accepted meaning of
the term.
6.6 DISPUTES. If a dispute arises regarding eligibility to participate in the
Plan or any other matter relating to Plan participation or interpretation,
such dispute shall be resolved by and in the sole discretion of the
Committee. The determination by the Committee with respect to such disputes
shall be final and binding on all parties.
6.7 RIGHT OF COMPANY TO REPLACE DIRECTORS. Neither the action of the Company in
establishing the Plan, nor any provision of the Plan, shall be construed as
giving any director the right to be retained as a director, or any right to
any payment or issuance of shares whatsoever except to the extent of the
benefits provided under the Plan. The Company expressly reserves the right
at any time to replace or fail to renominate any director without any
liability for any claim against the Company for any payment or issuance of
shares whatsoever except to the extent provided under the Plan. The Company
has no obligation to create any other or subsequent deferred compensation
plan for directors.
6.8 GOVERNING LAW; SEVERABILITY. The Plan shall be construed, regulated, and
administered under the laws of the State of Florida, without regard to
conflict of law principles. If any provisions of the Plan shall be held
invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the remaining provisions of the Plan, and
the Plan shall be deemed to be modified to the least extent possible to
make it valid and enforceable in its entirety.
6.9 NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee may
require each person acquiring Common Stock under the Plan to represent to
and agree with the Company in writing that such person is acquiring the
shares without a view to distribution thereof. The Committee may require
the placing of such stop orders and restrictive legends on certificates for
Common Stock as it deems appropriate. The Company may make such provisions
as it may deem appropriate for the withholding or payment of any taxes
which it determines it may be required to withhold or pay in connection
with the Common Stock. Notwithstanding anything in the Plan to the
contrary, the Company or its Broker shall not be obligated to purchase,
issue, sell, or deliver any Common Stock, unless it is satisfied that the
purchase, issuance, sale, and delivery complies with all applicable
securities law and other legal and stock exchange or other listing
requirements.
6.10 NOTICES; DELIVERY OF STOCK CERTIFICATES. Any notice required or permitted
to be given by the Company or the Committee pursuant to the Plan shall be
deemed given when personally delivered or deposited in the United States
mail, registered or certified, postage prepaid, addressed to the
Participant at the last address shown for the Participant on the records of
the Company. Delivery of stock certificates to persons entitled to receive
them under the Plan shall be deemed effected for all purposes when the
Company, the Broker or a share transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to such
person at his/her last known address on file with the Company.
11
APPENDIX B
----------
FORM OF PROXY
-------------
JACKSONVILLE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
I, the undersigned shareholder of Jacksonville Bancorp, Inc. (the "Company"),
Jacksonville, Florida, do hereby nominate, constitute and appoint Cheryl L.
Whalen and Scott M. Hall, or any one or more of them, my true and lawful proxy
and attorney(s) with full power of substitution for me and in my name, place and
stead, to represent and vote all of the common stock, par value $.01 per share,
of the Company, held in my name on its books as of March 21, 2003, at the Annual
Meeting of Shareholders to be held on Wednesday, April 30, 2003.
PROPOSAL 1. Election of the following Directors:
[ ] FOR ALL NOMINEES LISTED BELOW (except as marked to the [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
contrary below)
D. Michael Carter, C.P.A. (INSTRUCTION: To withhold authority to vote for any individual
Melvin Gottlieb nominee, write the name(s) of such nominee(s) below.)
James M. Healey
John C. Kowkabany ------------------------------ ----------------------------
Bennett A. Tavar ------------------------------ ----------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSAL 2. Directors' Stock Purchase Plan:
[ ] FOR APPROVAL of the Directors' Stock Purchase Plan [ ] AGAINST APPROVAL of the Directors' Stock Purchase Plan
- ---------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE DIRECTORS' STOCK PURCHASE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the
Annual Meeting of Shareholders.
IMPORTANT: PLEASE SIGN AND DATE ON REVERSE
(Reverse of Proxy)
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, the proxy will be voted
FOR Proposals 1 and 2. Should any other matter requiring a vote of the
shareholders arise, the proxies named above are authorized to vote in accordance
with their best judgment in the interest of the Company.
IMPORTANT: Please sign exactly as your name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign the full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ADDRESSED ENVELOPE OR OTHERWISE TO SunTrust Stock Transfer, P.O. Box 4625,
Atlanta, Georgia, 30302. IF YOU DO NOT SIGN AND RETURN A PROXY OR ATTEND THE
MEETING AND VOTE, YOUR SHARES CAN NOT BE VOTED.
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Date
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Signature
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Signature (if jointly held)
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Print Name(s) Here
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