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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 15, 1998
REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REPUBLIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
FLORIDA 59-3347653
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
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111 Second Avenue N.E., Suite 300
St. Petersburg, FL 33701
(813) 823-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHRISTOPHER M. HUNTER, ESQ.
CORPORATE SECRETARY
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE N.E., SUITE 300
ST. PETERSBURG, FL 33701
(813) 823-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
CHESTER E. BACHELLER, ESQ. JOHN P. GREELEY, ESQ.
HOLLAND & KNIGHT LLP SMITH, MACKINNON, GREELEY,
400 NORTH ASHLEY DRIVE, SUITE 2050 BOWDOIN & EDWARDS, P.A.
TAMPA, FLORIDA 33602 255 SOUTH ORANGE AVE., SUITE 800
(813) 227-8500 ORLANDO, FLORIDA 32801
Facsimile: (813) 229-0134 (407) 843-7300
Facsimile: (407) 843-2448
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-50087
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
NUMBER OF MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (I) PER SHARE (2) PRICE(2)(2) REGISTRATION FEE
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Common Stock, par value
$2.00 per share.................... 460,000 $29.50 $13,570,000 $4,004
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(2) Includes 60,000 shares to cover over-allotments, if any, pursuant to
over-allotment options granted to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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EXPLANATORY NOTE
The contents of the Registration Statement on Form S-2 (Registration No.
333-50087) filed by Republic Bancshares, Inc. for the registration of up
to 460,000 shares of its Common Stock, $2.00 par value, and declared effective
on May 14, 1998, are incorporated by reference in this Registration Statement
as well as the Company's Report on Form 10-Q for the period ended March 31, 1998
filed with the Commission on May 15, 1998.
LIST OF EXHIBITS
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EXHIBIT NO. DESCRIPTION
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5.1 - Opinion of Holland & Knight LLP
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Holland & Knight LLP included in Exhibit 5.1
24.1 - Powers of Attorney (incorporated herein by reference to
Registration Statement No. 333-50087)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on form S-2 to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of St
Petersburg, State of Florida, on May 15, 1998.
REPUBLIC BANCSHARES, INC.
By: /s/ William R. Falzone
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William R. Falzone
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman, Chief Executive May 15, 1998
- -------------------------------------------------- Officer and Director
John W. Sapanski (Principal Executive Officer)
/s/ WILLIAM R. FALZONE Treasurer (Principal Financial May 15, 1998
- -------------------------------------------------- and Accounting Officer)
William R. Falzone
* Director May 15, 1998
- --------------------------------------------------
Fred Hemmer
Director
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Marla Hough
* Director May 15, 1998
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William R. Hough
* Director May 15, 1998
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Alfred T. May
* Director May 15, 1998
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William J. Morrison
*By: /s/ William R. Falzone May 15, 1998
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William R. Falzone
Attorney-in-fact
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EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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5.1 -- Opinion of Holland & Knight LLP...............................
23.1 -- Consent of Arthur Andersen LLP................................
23.2 -- Consent of Holland & Knight LLP included in Exhibit 5.1.......
24.1 -- Powers of Attorney (incorporated by reference to Registration
Statement No. 333-50087)......................................
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EXHIBIT 5.1
[LETTERHEAD]
May 15, 1998 Exhibit 5.1
Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, FL 33701
Re: Registration Statement on Form S-2
Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on
Form S-2 filed by Republic Bancshares, Inc. (the "Company"), with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 (the "Securities Act") an aggregate of 460,000 shares of
the Company's Common Stock, par value $2.00 per share (the "Common Stock"), to
be offered to the public pursuant to an underwriting agreement (the
"Underwriting Agreement") between the Company and William R. Hough & Co., Inc.,
as representative of the underwriters. The Registration Statement incorporates
by reference the contents of a Registration Statement on Form S-2 (Registration
No. 333-50087), which was declared effective on May 14, 1998 and the Company's
Report on Form 10Q for the period ended March 31, 1998 filed with the
Commission on this date.
In connection with the foregoing registration, we have acted as special
counsel for the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed necessary to require as a basis for the opinion hereafter expressed.
Based upon the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that the Common Stock will be, when and if
issued in accordance with the Underwriting Agreement, duly authorized, legally
issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as a part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Holland & Knight LLP
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HOLLAND & KNIGHT LLP
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EXHIBIT 23.1
EXHIBIT 23.1
[ARTHUR ANDERSEN LETTERHEAD]
CONSENT TO USE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report and to all references to our firm included in or made a part of this
registration statement.
Arthur Andersen LLP
Tampa, Florida
May 13, 1998
