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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999
REGISTRATION NO. 333-91245
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REPUBLIC BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 59-3347653
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
111 Second Avenue, N.E.,
Suite 300
St. Petersburg, Florida 33701
(727) 823-7300
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(Address, Including Zip Code, and Telephone Number,
Including Area Code of Registrant's Principal Executive Offices)
- - - - - - - - - - - - -
Christopher M. Hunter, Esq.
General Counsel and Corporate Secretary
Republic Bancshares, Inc.
111 Second Avenue, N.E.,
Suite 300
St. Petersburg, Florida 33701
(727) 823-7300
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
- - - - - - - - - - - - - -
Please send copies of all communications to:
John A. Buchman, Esq.
Holland & Knight LLP
2100 Pennsylvania Avenue, N.W.
Suite 400
Washington, D.C. 20037-3202
(202) 955-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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. [ ] ______________
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 effective registration statement
for the same offering. [ ] ______________
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
REPUBLIC BANCSHARES, INC.
$15,000,000 OF
7% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2014
AND
1,042,182 SHARES
COMMON STOCK
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This is a public offering of 7% Convertible Subordinated Debentures due
October 1, 2014, issued by us to certain institutional investors (the "Selling
Debentureholders") on September 23, 1999. The debentures may be converted into
a maximum of 833,334 shares of our common stock (the "Conversion Shares"). In
addition, two investment banking firms (the "Selling Stockholders") are
publicly offering for sale 208,848 shares of our common stock acquired by them
in our May 1998 public offering of common stock. In total, this prospectus
relates to the registration of $15,000,000 worth of debentures and 1,042,182
shares of common stock. The Selling Debentureholders and the Selling
Stockholders, whom we refer to collectively in this prospectus as the "Selling
Shareholders," are identified on page 20.
The Selling Debentureholders, who may become holders of the Conversion
Shares, and the Selling Stockholders may sell the debentures and common stock
(the "Securities") from time to time as described in the "Plan of Distribution"
section, which begins on page 22. We will not receive any of the proceeds from
the sale of the debentures by the Selling Debentureholders or the sale of the
common stock offered by any holders of the Conversion Shares or the Selling
Stockholders.
The sales price for the debentures and the common stock may vary from
transaction to transaction.
Our common stock is traded on the Nasdaq National Market under the
symbol "REPB." On December 28, 1999, the last reported sale price of our common
stock on the Nasdaq National Market was $12.625.
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THIS INVESTMENT INVOLVES RISK. THUS, BEFORE MAKING AN INVESTMENT IN OUR
SECURITIES, YOU SHOULD READ THE "RISK FACTORS" SECTION OF THIS PROSPECTUS
BEGINNING AT PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES ARE NOT BANK ACCOUNTS AND ARE NOT INSURED BY THE FDIC OR
ANY OTHER STATE OR FEDERAL AGENCY.
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The date of this prospectus is December __, 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary.................................................................. 1
Forward-Looking Statements.......................................................... 2
Risk Factors........................................................................ 3
Use of Proceeds..................................................................... 10
Business of Republic and the Bank................................................... 10
Description of the Debentures....................................................... 11
Selling Shareholders................................................................ 20
Plan of Distribution................................................................ 22
Legal Matters....................................................................... 24
Experts............................................................................. 25
Where You Can Find More Information................................................. 25
Incorporation by Reference.......................................................... 26
</TABLE>
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PROSPECTUS SUMMARY
This summary is qualified by more detailed information appearing in
other sections of this prospectus. The other information is important, so
please read this entire prospectus carefully.
THE COMPANY
Republic Bancshares, Inc. is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank Holding Company
Act of 1956. We conduct business activities through our principal subsidiary,
Republic Bank, a Florida-chartered commercial bank headquartered in St.
Petersburg, Florida. As of November 30, 1999, there were 10,554,740 shares of
our common stock outstanding held by approximately 1,092 holders of record, not
including shares held in street name.
THE OFFERING
This prospectus relates to debentures and common stock that may be
publicly offered by two different groups of holders. Most recently, on
September 23, 1999, we issued $15,000,000 of our 7% Convertible Subordinated
Debentures due on October 1, 2014 to the Selling Debentureholders in a private
placement offering. Among other provisions, the debentures include a feature
that permits the holders to convert the debentures into shares of common stock
at a conversion price of $18.00 per share. At the conversion price, each $1,000
of outstanding principal of the debentures may be converted into 55.55556
shares of common stock. The Indenture, dated as of September 17, 1999, under
which the debentures were issued, requires us to register the debentures and
the Conversion Shares with the Securities and Exchange Commission. This
registration must be completed upon the earlier of any other registration by
us of our securities or December 31, 2000.
The two Selling Stockholders acquired 85,798 and 123,050 shares of
common stock, respectively, from us in our May 1998 public offering of common
stock. In order to enable the Selling Stockholders to publicly sell their
shares of common stock, we have agreed to register these shares. Our agreement
to register the Selling Stockholders' shares triggers our obligation under the
Indenture to register the debentures and the Conversion Shares.
We will not receive any of the proceeds from the sale of the
debentures, the Conversion Shares or the shares of common stock being offered
by the Selling Shareholders.
We have prepared this prospectus and registered the debentures, the
Conversion Shares and the common stock being offered by the Selling
Shareholders. A Selling Debentureholder may sell or otherwise transfer the
debentures from time to time pursuant to this prospectus without any sales
limitations or other restrictions. Further, if a debenture holder converts its
debentures into Conversion Shares, it may then sell the common stock under this
prospectus. Finally, the Selling Stockholders may offer pursuant to this
prospectus the shares of common stock that they acquired in May 1998. We intend
to use our best efforts to keep the registration
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effective through September 22, 2000 so that during this period the Selling
Shareholders may sell their Securities at such time(s) and in such amount(s) as
they desire.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve risks and unknown factors. Forward-looking statements
are contained in this section and in other sections of this prospectus
(including documents incorporated by reference; see "Incorporation by
Reference"). You can identify these statements by forward-looking language such
as "may," "will," "expect," "anticipate," "believe," "estimate," and "continue"
or similar words. You should read statements that contain these words carefully
because they:
o discuss our future expectations;
o contain projections of our future results of operations or of our
financial condition; or
o state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or over which we have no control. The "Risk Factors" section
of this prospectus, as well as any cautionary language in this prospectus,
provides examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in either the debentures or the
common stock, you should be aware that the occurrence of the events described
in the "Risk Factors" section and elsewhere in this prospectus could have a
material adverse effect on our business, operating results and financial
condition. Such adverse effects could also adversely affect our ability to pay
interest on our debentures, as well as the liquidity and market price of our
debentures and common stock, and, therefore, your investment.
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RISK FACTORS
An investment in our debentures or common stock involves risk. Before
you make a decision to invest in the debentures or common stock in this
offering, you should consider carefully the risk factors outlined below. In
addition to the following factors, you should consider the other information
contained in this prospectus and the information that we refer you to.
OUR DEBENTURES AND OUR COMMON STOCK ARE NOT FDIC-INSURED BANK DEPOSITS.
The debentures and shares of our common stock are not deposits, savings
accounts or other obligations of the Bank and are not guaranteed by us or any
other entity. They will not be insured by the FDIC or any other governmental
agency and may not be used as collateral to secure a loan from us or any of our
affiliates. The Securities are also subject to investment risks, including
possible loss of the principal amount invested.
OUR ABILITY TO PAY INTEREST ON THE DEBENTURES WILL BE LIMITED BY OUR
BANK'S ABILITY TO PROVIDE US WITH THE NECESSARY FUNDS.
We are a bank holding company, and substantially all of our assets are
held by our Bank. Our ability to make payments on the debentures depends
primarily on the results of operations of our Bank and its ability to provide
funds to us. Our Bank is a separate and distinct legal entity and has no
obligation to pay any amounts due under the debentures or to make funds
available, whether by dividend, loan or otherwise, for such purpose. In
addition, there are various legal limitations on the extent to which our Bank
may extend credit, pay dividends or otherwise supply funds to, or engage in
transactions with, us or some of our other subsidiaries.
THE DEBENTURES WILL BE SUBORDINATED TO ALL OF OUR EXISTING SENIOR
INDEBTEDNESS AND MAY BE SUBORDINATE TO FUTURE SENIOR INDEBTEDNESS.
The debentures rank behind all of our existing indebtedness and all of
our future borrowings, except $2,750,000 of junior term debt issued to our
directors and any future trade payables or other indebtedness that expressly
provide that they rank equal with, or are subordinated in right of payment to,
the debentures. As a result, upon any distribution to our creditors in a
bankruptcy, liquidation or reorganization or similar proceeding relating to us
or our property, the holders of our senior debt will be entitled to be paid in
full in cash before any payment may be made with respect to the debentures.
Because we are a holding company, the creditors of our subsidiaries also will
have priority over us and you in any distribution of the subsidiaries' assets
in a bankruptcy, liquidation, reorganization, or dissolution, except to the
extent that we are recognized as a creditor of our subsidiaries. The debentures
will be effectively subordinated to all existing and future liabilities of our
subsidiaries, and you should look only to our assets for payments on the
debentures.
In addition, all interest and principal payments on the debentures will
be blocked in the event of a payment default on senior debt that causes such
debt to become due and payable immediately until the default has been cured or
waived and may be blocked in the event of
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certain non-payment defaults on senior debt. In the event of a bankruptcy,
liquidation or reorganization or similar proceeding relating to us, holders of
the debentures will participate with all other holders of our subordinated
indebtedness in the assets remaining after we have paid all of the senior debt.
In any of these cases, we may not have sufficient funds to pay all of our
creditors, and holders of the debentures may receive less, ratably, than the
holders of senior debt. Immediately following their issuance in September 1999,
the debentures were subordinated to approximately $38.75 million of senior
debt. We are permitted to borrow substantial additional indebtedness, including
senior debt, in the future under the terms of the Indenture.
THE DEBENTURES ARE ILLIQUID SECURITIES FOR WHICH NO ACTIVE TRADING
MARKET EXISTS.
When issued in September 1999, the debentures were a new series of
securities with no established trading market and limited liquidity. Even
following the registration of the debentures, it is unlikely that an active
market for the debentures will develop or, if developed, be maintained. The
debentures should not be considered liquid investments. If the Selling
Debentureholders or purchasers of the debentures from the Selling
Debentureholders do not elect to convert the debentures into common stock, they
should be prepared to hold the debentures until maturity. The debentures are
not traded on any stock exchange and there is no independent public market for
the debentures. At present, we do not anticipate applying for a listing for
such public trading.
WE MAY CONTINUE TO EXPERIENCE SIGNIFICANT LOSSES FROM OUR PRIOR
MORTGAGE BANKING ACTIVITIES.
We incurred a loss of $12.4 million in 1998 resulting primarily from a
$15.0 million loss from our mortgage banking activities, a restructuring charge
of $6.7 million, and additional charges for legal and other costs of $818,000
that we recorded at the end of 1998.
As part of our mortgage banking activities in 1997 and 1998, we
originated high loan-to-value mortgage loans ("High LTV loans") where the
amount of the loan could equal or exceed the appraised value of the property
securing the loan. We sold many of these High LTV loans to entities that
packaged them in larger pools of mortgage loans and, in turn, sold off
interests in those pools to institutional investors. In connection with several
of these transactions, we purchased certain residual interests in these pools,
as well as a subordinate tranche interest in one such pool. As of September 30,
1999, we retained on our books approximately $24.6 million of these residual
interests, a subordinate tranche of $10.9 million, and approximately $101.6
million of High LTV loans. We value the residual interests based on our
assumptions as to prepayment rates, delinquency rates, default rates and credit
losses on the loans in the pools. If our assumptions turn out to be too low, we
will need to write down the value of these interests. Similarly, if our loan
loss allowances for the High LTV loans are not sufficient to cover credit
losses on the loans, we will need to take additional charges to our earnings.
In the event that we incur a substantial amount of additional expenses
or charges relating to our mortgage banking activities or assets, our financial
condition could deteriorate, causing a
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reduction in the price of our common stock and potentially making it very
difficult, if not impossible, for us to continue to pay interest on the
debentures.
OUR NEW BRANCH OFFICES MAY NOT BECOME PROFITABLE AS SOON AS WE EXPECT
THEM TO BE.
During the past year we have opened 24 additional branches throughout
Florida. A large portion of these offices are located in communities where the
Bank has not previously operated. Currently, operating expenses at most of
these new branches exceed revenues given their relatively small deposit bases.
We project that most if not all of the new branches will become profitable
within the next several years. However, if competition from other banks and
thrifts in these new markets is more intense than we expect, or if we are
unable to attract as many new customers as we anticipate, it may take a much
longer period of time, if ever, for our additional branches to become
profitable.
OUR EXISTING LOAN LOSS ALLOWANCES MAY NOT BE ADEQUATE TO FULLY COVER
LOSSES ON LOANS THAT WE HAVE MADE AND RETAIN ON OUR BOOKS.
Making any loan involves risks, including risks resulting from or
associated with changes in economic and industry conditions, associated with
the creditworthiness of individual borrowers, and resulting from uncertainties
as to the future value of collateral. Commercial loans do not comprise the bulk
of our loans in our core markets. We will need to increase our commercial
lending in order to meet our strategic goals. We expect to focus our commercial
lending on loans to small- and medium-sized businesses, which may result in a
large concentration of loans to such businesses. Our management will try to
minimize our credit exposure by carefully monitoring the concentration of loans
within specific industries and by using prudent loan approval procedures.
However, such monitoring and procedures may not reduce lending risks.
Additionally, as we expand into new geographic markets, our credit
administration and loan underwriting policies will have to adapt to the local
lending and economic environments. We cannot be certain that our credit
administration personnel, policies and procedures can adequately adapt to the
new geographic markets.
We establish our allowance for loan losses after considering a wide
variety of factors. We will maintain the allowance at a level that management
considers adequate to cover inherent loan losses. The amount of future losses
is susceptible to changes in economic, operating and other conditions,
including changes in interest rates. Such changes may be beyond our control and
losses may exceed current estimates. Although we believe that our allowances
for loan losses are adequate to absorb losses on any existing loan that may
become uncollectible, we cannot be certain that the allowances will be enough
to cover actual loan losses in the future. If we do not adapt our credit
policies and procedures to changes in the market on an adequate and timely
basis, or provide sufficient oversight to our lending activities, then
non-performing assets could increase. An increase in non-performing assets
could cause operating losses, impair liquidity and erode capital, and could
materially adversely affect our business, future prospects, financial condition
or results of operations.
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UNPREDICTABLE ECONOMIC CONDITIONS IN FLORIDA AND ELSEWHERE MAY
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.
Economic and political conditions, both domestic and international, and
governmental monetary policies affect commercial banks and other financial
institutions. Conditions such as inflation, recession, unemployment, volatile
interest rates, restricted money supply, scarce natural resources,
international disorders and other factors beyond our control may adversely
affect our profitability. General economic conditions in Florida, and
especially in those parts of the state where our operations are located, will
also significantly determine our future success. A prolonged economic
dislocation or recession, whether in Florida generally or in any or all of our
markets, could cause our non-performing assets to increase, which could cause
operating losses, impaired liquidity and the erosion of capital. Such an
economic dislocation or recession could result from a variety of causes,
including natural disasters such as hurricanes, floods or tornadoes, or a
prolonged downturn in the various industries upon which the economies of
Florida and/or our particular markets depend. Future adverse changes in the
Florida economy or our local markets could materially adversely affect our
business, future prospects, financial condition or results of operations.
MOST OF OUR REAL ESTATE LOANS ARE SECURED BY COMMERCIAL AND RESIDENTIAL
PROPERTY LOCATED IN FLORIDA.
On September 30, 1999, our real estate loans, which include residential
mortgages and construction and commercial loans secured by real estate,
comprised 82.1% of our total loan portfolio, net of deferred loan fees. We
presently generate substantially all of our real estate mortgage loans in
Florida. Therefore, conditions of the Florida real estate market could strongly
influence the level of our non-performing mortgage loans and our results of
operations and financial condition. Changes in general or local economic
conditions, changes in government rules or policies, and the availability of
loans to potential purchasers, among other things, affect real estate values
and the demand for mortgages and construction loans. In addition, Florida is
vulnerable to certain natural disaster risks, such as floods, hurricanes and
tornadoes, which borrowers' standard hazard insurance policies typically do not
cover. Uninsured disasters may prevent borrowers from repaying the loans we
have made. The existence of adverse economic conditions, declines in real
estate values or the occurrence of natural disasters in Florida could
materially adversely affect our business, future prospects, financial condition
or results of operations. In addition, loans secured by real estate subject us
to risks associated with environmental regulation.
CHANGES IN INTEREST RATES COULD REDUCE OUR FUTURE EARNINGS.
Our results of operations are directly affected by levels of, and
fluctuations in, interest rates. Changes in interest rates could reduce our net
interest income, result in higher loan losses, and reduce loan originations and
corresponding loan servicing income. A substantial and/or sustained increase in
interest rates could prevent us from originating or selling loans with returns
consistent with past practices. It could also prevent borrowers with lower
incomes or having variable rate loans from meeting scheduled debt service
requirements. A rapid increase or decrease in interest rates could materially
adversely affect our net interest margin, future
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prospects, financial condition or results of operations because of imbalances
in the maturities of our assets and liabilities and the mix of our adjustable
and fixed rate loans. Interest rates are highly sensitive to many factors that
are beyond our control, including general economic conditions and the policies
of various government and regulatory authorities. Changes to the discount rate
by the Federal Reserve Board usually lead to corresponding interest rate
changes, which affect our interest income, interest expense and the value of
our investment portfolio. Also, governmental policies, such as the creation of
a tax deduction for individual retirement accounts, can alter the rate of
savings and affect the costs of funds. The nature, timing and effect on us and
our results of operations of any future changes in federal monetary and fiscal
policies are not predictable. Such changes could materially adversely affect
our business, future prospects, financial condition or results of operation.
WE AND/OR OUR SIGNIFICANT CUSTOMERS MAY NOT BE YEAR 2000 COMPLIANT.
Many companies, including financial institutions like the Bank, face
potentially serious issues associated with the inability of existing data
processing hardware and software to appropriately recognize calendar dates
beginning in the year 2000. Many computer programs that can only distinguish
the final two digits of the year entered may read entries for the year 2000 as
the year 1900 and erroneously compute payments, interest charges or
delinquencies accordingly. Year 2000 issues relate to our computer hardware and
software systems and other devices employing computer chips as well as those of
our third party vendors. We believe that our vendors have already identified
and corrected the software applications and hardware devices that we expect
this issue to impact. We also believe that our vendors have substantially
completed all of the necessary computer system and application changes to make
our systems year 2000 compliant. However, it is possible that all necessary
modifications will not have been identified and corrected, and that unforeseen
difficulties or costs may arise. In addition, we cannot assure that the changes
made to our systems, or the systems of the companies that we rely on, will
prevent future year 2000-related problems from arising. Also, the failure of
another company to properly modify its systems may negatively impact our
systems or operations.
Year 2000 issues also may negatively affect the businesses of some of
our customers. Any financial difficulties incurred by our commercial customers
in solving year 2000 issues could negatively affect their ability to repay
loans that we extended. The failure or delay of our customers or other third
parties in addressing the Year 2000 issue could materially adversely affect our
business, future prospects, financial condition, or results of operations. In
addition, public overreaction to Year 2000 issues also could adversely affect
us.
TECHNOLOGICAL ADVANCES MAY AFFECT OUR FUTURE PROFITABILITY AND ABILITY
TO COMPETE WITH OTHER PROVIDERS OF FINANCIAL SERVICES.
The banking industry is undergoing technological changes with frequent
introductions of new technology-driven products and services. Management
believes this trend will continue. Our ability to use technology to provide
products and services that will satisfy customer demands for convenience, as
well as to enhance efficiencies in our operations, may influence our success.
In addition to improving customer services, the effective use of technology
increases efficiency and enables financial institutions to reduce costs.
Management believes that keeping pace with
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technological advances is important, as long as it does not adversely impact
our emphasis on personalized services. While we seek to improve our capacity to
use technological innovations, our strategy is based on the belief that
customer demand for personal contact and strategically placed branch offices
will continue for the foreseeable future. Thus, we will continue to operate our
recently expanded branch network and to provide customers ready access to
qualified personnel at a time when many banks are consolidating their branch
networks and automating customer responses. We cannot be certain this strategy
will succeed.
Technological advances of our competitors may result in the loss of
customer relationships. The sophistication of our business requires us to use
thorough and accurate management information systems. If we fail to effectively
implement, maintain, update and use updated management information systems, it
could prevent us from recognizing in a timely manner any deterioration in the
performance of our business. Many of our competitors have substantially greater
resources to invest in technological and infrastructure improvements. We cannot
assure that we can implement new technology-driven products and services
effectively or that we can market successfully such products and services to
our clients. Our failure to acquire, implement or market new technology could
materially adversely affect our business, future prospects, financial condition
or results of operations.
OUR FUTURE OPERATIONS COULD BE NEGATIVELY IMPACTED BY NEW OR DIFFERENT
GOVERNMENT REGULATIONS.
As a registered bank holding company, we are subject to the supervision
of, and regular examination by, the Federal Reserve Board. Our Bank is a
state-chartered commercial bank, which is subject to regulation, supervision
and examination by the Florida Department of Banking and Finance and the FDIC.
In addition, we are subject to various other laws and regulations and
supervision and examination by other regulatory agencies, all of which directly
or indirectly affect our operations and management and our ability to
distribute dividends. These regulations protect and benefit depositors and
customers rather than our shareholders. We are subject to future legislation
and government policy, including new or changed regulations that could
materially adversely affect the banking industry as a whole, including our
operations.
FLUCTUATIONS IN OUR QUARTERLY FINANCIAL RESULTS COULD CAUSE THE PRICE
OF OUR COMMON STOCK TO BE HIGHLY VOLATILE.
The trading price of our common stock could fluctuate significantly in
response to quarterly variations in our actual or anticipated operating
results, changes in general market conditions and other factors. In particular,
we cannot forecast our quarterly revenues with complete accuracy, and we base
our expense levels in part on our ongoing efforts to cut costs and improve the
efficiency of our operations. If revenue levels are below expectations, we may
not be able to reduce expenses as quickly as we would like, and operating
results probably would be adversely affected. Before we fully implement our
business objective to reduce costs, period to period comparisons of our results
may not be meaningful, and you should not rely on them to predict future
performance. In some future quarter, our operating results may be below the
expectations of public market analysts and investors, which may materially
adversely affect the market price of our common stock.
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WE HAVE NO PLANS TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE
FORESEEABLE FUTURE.
We do not anticipate paying any dividends to holders of our common
stock in the foreseeable future. Earnings of the Bank are expected to be
retained by the Bank to enhance its capital structure or to be used by us to
repay our outstanding borrowings from SunTrust Bank and our directors and our
other senior debt. Dividend distributions of state banks are restricted by
statute and regulation.
WE FACE INCREASING COMPETITION FROM OTHER PROVIDERS OF FINANCIAL
SERVICES.
We compete with other bank holding companies, state and national
commercial banks, savings and loan associations, consumer finance companies,
credit unions, securities brokerages, insurance companies, mortgage banking
companies, money market and other mutual funds, asset-based non-bank lenders
and other financial institutions and financial services providers. Many of
these competitors have substantially greater resources and lending limits, have
larger branch networks and are able to offer a broader range of products and
services than we do. Changes in the law have increased competition among
financial institutions. Such changes have enabled out-of-state financial
institutions to enter the Florida market. Recent legislative and regulatory
changes and technological advances have enabled customers to conduct banking
activities without regard to geographic barriers through computer and
telephone-based banking and similar services.
The United States Congress or the Florida Legislature or the applicable
bank regulatory agencies could pass laws or adopt rules that may further
increase competition. For example, financial services modernization legislation
that was recently enacted will make it possible for commercial banks,
securities underwriting firms and insurance companies to affiliate under a
common holding company structure. Such financial services conglomerates will be
able to offer their customers a much broader array of banking and financial
products and services than those currently offered by our Bank. Also, these
entities will be able to share customer information among each other without
having to notify or obtain a customer's consent. In contrast, the Bank will be
required to give its customers the right to prevent the Bank from sharing
information about them with other third-party financial services providers,
thus placing the Bank at a potential competitive disadvantage as compared to
the conglomerates.
Competition from credit unions for deposits and loans may also
increase. Credit unions are not-for-profit cooperative lending organizations
that are not subject to certain federal taxes and fees or the Community
Reinvestment Act that we are subject to. As a result of their lower operating
costs, they may be able to offer slightly higher interest rates on deposit
accounts and slightly lower interest rates on consumer loans. In August 1998,
Congress passed a law that loosened the membership restrictions that previously
required credit unions to serve a limited number of customers who share common
employers or professions. The new law may increase credit unions' competitive
advantage.
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If we are unable to compete effectively for deposit, loan and other
banking and financial products and services with customers in our markets, it
will materially adversely affect our business, future prospects, financial
condition and results of operations.
OUR DIRECTORS AND EXECUTIVE OFFICERS WILL BE ABLE TO EXERT A
CONTROLLING INFLUENCE OVER THE POLICIES AND MANAGEMENT OF THE COMPANY.
Our directors and executive officers will continue to be able to
exercise control over us. Company insiders, together, will be able to strongly
influence the outcome of director elections or block a significant transaction
that might otherwise be approved by the shareholders. After the Offering, we
anticipate that our directors and executive officers will directly or
indirectly own at least 4,239,662 shares of common stock, representing 40.2% of
the total number of shares anticipated to be outstanding following the
Offering.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the debentures or the
common stock by the debenture holders, holders of the Conversion Shares or the
Selling Stockholders.
BUSINESS OF REPUBLIC AND THE BANK
GENERAL
We are a registered bank holding company whose principal subsidiary is
Republic Bank, a Florida-chartered commercial bank headquartered in St.
Petersburg, Florida. We are regulated by the Federal Reserve Board, and our
Bank is regulated by the Florida Department of Banking and Finance and the
FDIC. The Bank's deposits are insured by the FDIC up to applicable limits, and
the Bank is a member of the Federal Home Loan Bank of Atlanta. We are now the
second largest independent commercial bank holding company headquartered in
Florida, based on our September 30, 1999 assets of approximately $2.5 billion.
The Bank provides a broad range of traditional retail and commercial
banking services, emphasizing one-to-four family residential, commercial real
estate, construction/land development and business lending. In the fourth
quarter of 1998, we significantly reduced the size of our mortgage banking
activities. In connection with this reduction, we recorded a restructuring
charge of $6.7 million, as well as an additional charge of $818,000 for legal
and other costs. As of September 30, 1999, we still owned approximately $102
million in High LTV loans that we had originated in 1998 through our mortgage
banking activities, as well as $35.5 million in mortgage-backed and
mortgage-related securities that we acquired in connection with these
activities.
Our principal executive offices are located at 111 Second Avenue N.E.,
Suite 300, St. Petersburg, Florida, 33701, and our telephone number is (727)
823-7300.
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RECENT DEVELOPMENTS
On November 3, 1999, we were served with a complaint filed in Dade
County, Florida circuit court by 18 former shareholders of Bankers Savings
Bank, F.S.B., a federal savings bank in Coral Gables, Florida that we acquired
on November 4, 1998. The complaint alleges that, prior to acquiring Bankers
Savings, we knew but never disclosed to the public or to the Bankers Savings
stockholders that we were going to incur a substantial loss in the fourth
quarter of 1998 due to operating losses in our Bank's mortgage banking division.
The complaint further alleges claims against us based upon breach of contract,
fraud and violations of the Florida Statutes governing securities transactions.
We believe that the lawsuit is without merit, and we intend to vigorously
defend against such suit.
On November 19, 1999, we announced that our Board of Directors had
retained Hendrick & Struggles, an executive recruiting firm, to assist us
in our search for a new President and Chief Executive Officer of the
Company and the Bank. It is anticipated that Alfred T. May, the current
President and Chief Executive Officer of the Company and the Bank, will
continue as Chairman of the Board of the Bank, and that William R. Hough
will continue as Chairman of the Board of the Company.
DESCRIPTION OF THE DEBENTURES
The following summary of the terms of the debentures is not complete
and is qualified in its entirety by the provisions set forth in the Indenture,
including the definitions of certain terms used below. A copy of the Indenture
is available to each prospective purchaser from us without charge by calling
us at (727) 823-7300 or writing us at Republic Bancshares, Inc., 111 Second
Avenue N.E., St. Petersburg, FL 33701, Attn: Shareholder Services.
GENERAL
The debentures are a series of debt securities issued under an
Indenture between the Company and U.S. Bank Trust National Association, as
trustee. The debentures are not deposits or savings accounts and are not
insured by the FDIC or any other governmental agency. The terms of the
debentures are set forth either in the Indenture or, if referred to in the
Indenture, the Trust Indenture Act of 1939, as amended. We recommend that
prospective purchasers of the debentures read the Indenture and the Trust
Indenture Act for a more complete description of the debentures.
The debentures are general unsecured obligations of ours, $15,000,000
in aggregate principal amount. The debentures are not secured by our assets or
otherwise, and do not have the benefit of a sinking fund for the retirement of
principal. The debentures have subordinate payment rights and liquidation
rights to all of our present and future senior indebtedness, which may include
our obligations to the Bank. The debentures have superior payment rights to
$2,750,000 in our junior term debt issued to our directors in September 1999.
However, the junior term debt may be called and retired by us before the
debentures are redeemed. The $10 million balance on our loan from SunTrust
Bank, as well as the $28.75 million in aggregate principal amount of junior
subordinated debentures that we issued in July 1997, have superior payment and
liquidation rights to the debentures, but the debentures rank on a par with all
of our other subordinated indebtedness, if any. We or any of our subsidiaries,
including the Bank, may incur additional debt constituting senior indebtedness
(as defined in the Indenture, to include all obligations for borrowed money,
capitalized lease obligations, goods, property, services and guaranteed
indebtedness, and indebtedness incurred in any acquisition transaction and
other indebtedness) or indebtedness that ranks on a par with the debentures.
The
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<PAGE> 18
Indenture does not limit the total indebtedness that either we or any of our
subsidiaries may incur. The debentures are subordinate to all of our
indebtedness that does not state that it is subordinate to or on par with the
debentures. Our right to participate in any distribution of assets of any
subsidiary, upon its liquidation or reorganization or otherwise (and thus the
ability of holders of the debentures to benefit indirectly from any such
distribution) is subject to the prior claims of creditors of that subsidiary,
including depositors of the Bank.
PRINCIPAL, MATURITY AND INTEREST
The debentures mature on October 1, 2014, unless redeemed earlier at
our option. The debentures bear interest at 7% per annum commencing on September
23, 1999, or from the most recent interest payment date to which interest has
been paid or provided for. Interest on the debentures is payable semi-annually
on April 1 and October 1 of each year, commencing April 1, 2000, to the person
in whose name the debenture is registered at the close of business on the
preceding March 15 or September 15, as the case may be. Interest on the
debentures is computed on the basis of a 360-day year, or twelve 30-day months.
U.S. Bank Trust National Association, the trustee under the Indenture,
also serves as debenture registrar and paying agent for the debentures.
Principal and interest are payable by check mailed by the Trustee to the person
entitled to payment on the interest payment date.
The debentures are denominated in U.S. dollars, and payments of
principal, interest and any premiums on the debentures are payable in U.S.
dollars. The debentures were issued only in registered form, without coupons, in
denominations of $5,000 and integral multiples thereof, with a minimum
subscription of $50,000. The debentures may be transferred or exchanged by
presenting them either endorsed or accompanied by a written instrument of
transfer to the debenture registrar. If money for the payment of principal,
interest or any premiums remains unclaimed for two years after the debentures
are redeemed, it will be returned to us at our request. Thereafter, the holder
may only look to us for payment.
Our primary source of funds for the payment of principal and interest
on the debentures is dividends from the Bank. From time to time while the
debentures are outstanding, the Bank may be subject to regulatory or contractual
constraints that restrict its ability to pay dividends to us.
REDEMPTION OR REPURCHASE OF DEBENTURES
The debentures are redeemable, in whole or in part, essentially under
two different situations, both of which would be at our option. In either case,
we would be required to give at least 30 days' but not more than 60 days' notice
prior to the redemption date. Also, amounts required to be paid on redemption
would include accrued interest to the redemption date. We have no mandatory
redemption obligations with respect to the debentures.
First, the debentures are redeemable at any time after October 1, 2004,
at the following redemption prices (expressed as percentages of principal
amount), when redeemed during the twelve-month periods indicated below:
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<TABLE>
<CAPTION>
October 1 through September 30
<S> <C> <C>
2004 2005............................... 106%
2005 2006............................... 105%
2006 2007............................... 104%
2007 2008............................... 103%
2008 2009............................... 102%
2009 2010............................... 101%
2010 and thereafter ......................................... 100%
</TABLE>
Second, the debentures may also be redeemed at par at any time after
the "closing price" of our common stock equals or exceeds 130% of the price at
which the debentures can be converted (e.g., currently 130% of $18.00, or
$23.40) for at least 20 consecutive trading days. The "closing price" will be
the closing bid price per share of our common stock on the Nasdaq National
Market. If our common stock is traded on a national securities exchange, the
closing price will be the closing price for the common stock on that exchange
or the highest bid quotation on an automated quotation system. If the common
stock is not then listed on the Nasdaq National Market or on an exchange or
included on an automated quotation system, the closing price will be as
reported by the National Quotation Bureau, Inc. or similar reporting service.
If we elect to redeem less than all of the debentures, the Trustee will
select the debentures to be redeemed either on a pro rata basis among all
holders or in accordance with a method the Trustee considers to be fair and
appropriate, such as by lot. In the event of partial redemption by lot, the
Trustee must select the particular debentures to be redeemed not less than 30
nor more than 60 days before the redemption date. Portions of debentures
selected for partial redemption must be in amounts of $5,000 or whole multiples
of $5,000.
We may, at any time, repurchase debentures at any price in private
transactions or the open market, if any. Debentures that we purchase will be
sent to the Trustee for cancellation.
CONVERTIBILITY
Holders have the right, at their option, to convert each $1,000
principal amount of authorized $5,000 denominations of debentures into 55.55556
shares of common stock. This conversion ratio translates into a conversion price
of $18.00 per share, which is subject to adjustment as described below. The
debentures can be converted into common stock at any time prior to maturity,
unless previously redeemed. If a debenture has been called for redemption, it
may still be converted until the close of business on the third business day
before the redemption date. If it has not been called for redemption, a
debenture converted into common stock will not be entitled to any accrued
interest payment. Conversely, a debenture converted following a call for
redemption will be entitled to accrued interest payments. Accordingly, if a
debenture not called for redemption is converted by a holder between the record
date and the payment date for an interest payment, when the holder presents the
debenture for conversion, it must pay an amount equal to the interest that it
will receive (as holder of record on the record date) on the interest payment
date.
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<PAGE> 20
We will not issue fractional shares when a debenture is converted into
common stock. Where a holder would otherwise be entitled to a fractional share,
we will make a cash payment for the fractional share based upon the market price
of the common stock.
ANTI-DILUTION PROVISIONS
The conversion price of the debentures will be adjusted if one of the
following events occurs: (i) a dividend in shares of common stock or shares of
some class of our capital stock other than common stock is paid to holders of
the common stock; (ii) outstanding shares of common stock are subdivided,
combined or reclassified; (iii) all holders of the common stock receive
distributions of indebtedness or assets (excluding cash dividends or cash
distributions payable out of retained earnings, or stock dividends) or
subscription rights or warrants; or (iv) rights or warrants entitling anyone to
subscribe for or to purchase common stock or securities or instruments
convertible into common stock are issued, in each case at less than current
market price for the common stock. We will not be required to make any
adjustments in the conversion price of less than one percent of the conversion
price. However, where we do not make an adjustment, this will be taken into
account in the computation of any subsequent adjustment.
In case of any reclassification or change of outstanding common stock
(with certain exceptions), or in case of our consolidation or merger with or
into another entity (with certain exceptions), or in case of any transfer or
conveyance of substantially all of our property, then the successor entity will
be required to give each holder the right to convert its debentures into the
kind and amount of securities or property that could have been received if the
holder had converted its debentures into common stock immediately prior to such
reclassification, change, consolidation, merger, transfer or conveyance.
SUBORDINATION
The principal, interest, and any premium on the debentures is
subordinated and junior in right of payment to the prior payment of principal in
full of all of our senior indebtedness. Except as noted below with respect to
the junior term debt, the debentures will rank on a par with any subordinated
indebtedness that we subsequently issue. "Senior indebtedness" includes all of
our indebtedness, including obligations to general creditors, except any
particular indebtedness that expressly provides that it will be subordinate or
will rank equal in right of payment to the debentures. As of September 30, 1999,
$28,750,000 of our junior subordinated debentures and the remaining $10,000,000
balance of our borrowings from SunTrust Bank were included within the term
"senior indebtedness." An estimated $2,750,000 of junior term debt to our
directors is subordinate to the debentures. However, we may call and retire the
junior term debt prior to redemption of the debentures.
The Indenture does not limit the amount of our senior indebtedness or
other indebtedness, secured or unsecured, that we or any of our subsidiaries may
incur. If payments on any senior indebtedness have been accelerated, we will be
prohibited from making any payment of principal, interest, or any premium on the
debentures until payments of the senior indebtedness are made or provided for or
the interest or principal default that caused the acceleration is waived or
cured. Upon any distribution of our assets in connection with any dissolution,
winding up,
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<PAGE> 21
liquidation or reorganization, payment of principal, interest, or any premiums
on the debentures will be subordinated, to the extent and in the manner set
forth in the Indenture, to the prior payment in full of all senior indebtedness.
In such an event, certain of our general creditors may recover more, ratably,
than the holders of the debentures.
COVENANTS
As described below, the Indenture limits our ability to consolidate or
merge with, or sell all or substantially all of our assets to, another entity
and to pay dividends and make other capital distributions to our stockholders.
In addition, the Indenture contains certain customary covenants found in
indentures under the Trust Indenture Act, including covenants with respect to
the payment of principal and interest, maintenance of an office or agency for
administering the debentures, holding of funds for payments on the debentures in
trust, our payment of taxes and other claims, our maintenance of our properties
and our corporate existence, and delivery of annual certifications to the
Trustee.
CONSOLIDATION, MERGER OR SALE OF ASSETS
The Indenture provides that we may not merge or consolidate with, or
sell all or substantially all of our assets to, any entity unless we are the
surviving or successor entity and, immediately thereafter, we are not in default
under the Indenture. If we are not the surviving or successor entity, the
successor entity must expressly assume our obligations under the Indenture and,
immediately after such transaction, it must not be in default under the
Indenture. Any successor entity also must assume by supplemental indenture all
of our obligations under the debentures and the Indenture, and the entity will
succeed to, and may exercise, all of our rights and powers under the Indenture.
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS
The Indenture provides that we cannot declare or pay dividends on, or
purchase, redeem or acquire for value any of our capital stock, return any
capital to holders of capital stock, or make any distribution of assets to
holders of capital stock, unless after the date of any such purchase,
redemption, payment or distribution, we will retain cash, cash equivalents or
marketable securities in an amount sufficient to cover the two consecutive
semi-annual interest payments that will be due and payable on the debentures
following such date.
The Indenture does not restrict our sale of additional shares of
capital stock or other debt securities. Further, the Bank is not restricted by
the Indenture from issuing any of its shares of capital stock or debt
securities. The Indenture, however, does restrict our ability to pledge shares
of the capital stock of the Bank. At the present time, we have pledged 33.4% of
the Bank's outstanding common stock as security for a loan from SunTrust Bank.
The Indenture provides that the percentage of outstanding common stock of the
Bank (or other securities of the Bank convertible into common stock) pledged to
SunTrust may not be increased, that no other common stock (or such other
securities) of the Bank may be pledged while the SunTrust indebtedness is
outstanding, and that after the securities of the Bank presently pledged to
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<PAGE> 22
SunTrust are released, we may not pledge more than 20% of the outstanding common
stock of the Bank (or such other securities).
DEFAULTS AND REMEDIES
A default, as defined in the Indenture, includes:
- our failure to pay principal of or any premium on the
debentures at maturity or upon redemption (whether or not such
payment is prohibited by the subordination provisions);
- our failure to pay interest on any of the debentures within 30
days of any interest payment date (whether or not such payment
is prohibited by the subordination provisions);
- a failure to comply with any of our other agreements or
covenants in the Indenture within a 60-day period after the
notice specified below; and
- certain events of bankruptcy.
A failure under the third item listed above is not a default until the
Trustee notifies us in writing, or the holders of at least 25% in principal
amount of the debentures then outstanding notify us and the Trustee in writing,
of the default, and we do not cure the default within 60 days after we receive
the notice. The notice must specify the default, demand that it be remedied and
state that it is a "Notice of Default." The notice must be given by the Trustee
if the holders of at least 25% in principal amount of the debentures then
outstanding so request. Any notice required to be delivered by the Trustee to us
must be given promptly after the Trustee becomes aware of the default or the
holders request it to deliver the notice.
The Indenture generally provides that the Trustee will, within 90 days
after the occurrence of any default known to it, mail to the holders notice of
the default. However, except in the case of default in the payment of principal
of or interest on any of the debentures, the Trustee will not be required to
deliver a notice if it in good faith determines that the withholding of the
notice is in the interest of the holders.
The Indenture only permits acceleration of payment of principal of the
debentures upon a default resulting from certain events of bankruptcy,
liquidation or reorganization. If a default resulting from certain events of
bankruptcy has occurred and is continuing, the Trustee or the holders of not
less than 30% in aggregate principal amount of the debentures then outstanding
may declare the debentures to be immediately due and payable by giving notice in
writing to us (and to the Trustee if the holders give notice). An acceleration
and its consequences may be rescinded and past defaults waived by holders of a
majority in principal amount of the debentures then outstanding as set forth in
the Indenture. If other defaults under the Indenture, including any resulting
from our failure to pay principal or interest on the debentures, have occurred
and are continuing, the Trustee may, in its discretion, proceed to protect and
enforce its
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<PAGE> 23
rights and the rights of the holders by initiating whatever judicial proceedings
it deems most effectual under the circumstances.
No holder may pursue any remedy under the Indenture unless it (i) has
previously given to the Trustee and us written notice of a continuing default,
and (ii) the holders of at least 30% in principal amount of the debentures then
outstanding have requested in writing that the Trustee pursue the remedy. If the
holders offer the Trustee indemnity satisfactory to it against any loss,
liability or expense that might be incurred, and the Trustee has failed to act
within 60 days after its receipt of the notice, the holders will then be able to
proceed on their own.
The Indenture requires us to file periodic reports no less than
annually with the Trustee as to the absence of defaults.
SATISFACTION, DISCHARGE AND DEFEASANCE
The Indenture provides that we will, at our option, either:
(a) be deemed to have paid and discharged the entire indebtedness
represented by the debentures (except for the obligation to pay the
principal, interest and any premium on the debentures and certain
obligations to register the transfer or exchange of the debentures, to
replace temporary or mutilated, destroyed, lost or stolen debentures,
to maintain an office or agency in respect to the debentures and to
hold moneys for payment in trust) ("legal defeasance"); or
(b) cease to be under any obligation to comply with certain terms,
provisions or conditions of the Indenture (those terms, provisions or
conditions described in the Indenture under "Consolidation, Merger or
Sale") or the terms, provisions or conditions of the debentures
("covenant defeasance"), in either case, on the 91st day after:
(i) we have paid or caused to be paid all other sums payable with
respect to the outstanding debentures and we have delivered to
the Trustee a certificate from an authorized officer and an
opinion of legal counsel, each stating that all conditions
precedent relating to the satisfaction and discharge of the
entire indebtedness on all of the outstanding debentures have
been complied with;
(ii) we have deposited or caused to be deposited irrevocably with
the Trustee as a trust fund specifically pledged as security
for the benefit of the holders of the debentures, (x) dollars
in an amount, or (y) U.S. government obligations (which
through the payment of interest and principal thereon in
accordance with their terms will provide, not later than the
due date of any payment of principal, interest, and any
premium on the outstanding debentures) in an amount, or (z) a
combination of (x) and (y), sufficient to pay and discharge
each installment of principal of, and interest and any premium
on, the outstanding debentures on the dates such installments
are due; and
(iii) no default has occurred and is continuing on the date of such
deposit.
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<PAGE> 24
Among the conditions of our exercising any such option, we are required to
deliver to the Trustee an opinion of independent counsel of recognized standing
to the effect that the deposit and related defeasance would not cause the
holders of the debentures to recognize income, gain or loss for federal income
tax purposes and that the holders will be subject to federal income tax in the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and related defeasance had not occurred.
MODIFICATION OF THE INDENTURE
Most of the terms of the Indenture and the debentures may be modified
with the consent of the holders of at least two thirds of the principal amount
of debentures then outstanding. However, each holder must agree to: (i) an
extension of maturity of the debentures; (ii) a reduction in principal amount of
or the rate of interest on the debentures; (iii) an increase in the conversion
price of the debentures; (iv) a reduction in any premium payable upon
redemption; or (v) a reduction in the holder approval percentages required for
modification.
We will not be required to comply with any covenant or condition set
forth in the Indenture if, before the time for such compliance, the holders of
at least two thirds of the principal amount of debentures then outstanding
either waive compliance in such instance or generally waive compliance with the
covenant or condition. No such waiver, however, may extend to or affect such
covenant or condition except to the extent so expressly waived. Also, until the
waiver has become effective, our obligation and the duties of the Trustee under
any such covenant will remain in full force and effect. No supplemental
indenture may affect the seniority rights of the holders of senior indebtedness
without the consent of those holders.
The Indenture provides that the Trustee and we may, without the consent
of any holders of debentures, enter into supplemental indentures for purposes,
among other things, of: (a) evidencing the fact that another entity has
succeeded to our rights and assumed our obligations and covenants; (b) making
any change that does not adversely affect the rights of any holders; or (c)
curing any ambiguity, defect or inconsistency. In no event may any modification
to the Indenture made by the Trustee and us adversely affect the interest of the
holders of the debentures in any material respect.
REGARDING THE TRUSTEE
We and our subsidiaries may maintain deposit accounts and conduct other
banking transactions with the Trustee in the ordinary course of our businesses.
TRANSFER AND EXCHANGE OF THE DEBENTURES
Under the Indenture, the Trustee as debenture registrar is responsible
for registering ownership and transfers of ownership of the debentures in a
register to be kept at its corporate trust office in Ft. Lauderdale, Florida.
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<PAGE> 25
Before the debentures are subject to an effective registration
statement, they will bear legends restricting transfers of ownership unless
either registered under the Securities Act of 1933, as amended (the "Act"), or
the Trustee and we receive an opinion of counsel that such registration is not
necessary. During this time, transfer of ownership of a debenture cannot be
reflected in the debenture register unless a holder first presents to us for
surrender such debenture endorsed by the holder or accompanied by an executed
written instrument of transfer, together with appropriate documentation, such as
a legal opinion, that we determine satisfactory to establish such compliance
with the above legend restrictions.
A debenture holder may exchange its debentures for other debentures of
any authorized denominations having the same aggregate principal amount as those
exchanged. All debentures issued after their transfer or exchange have been
registered will evidence the same debt and be entitled to the same benefits as
those debentures that were surrendered. We are not required to register the
transfer of or exchange (i) any debentures for any period beginning 15 business
days before debentures are selected for redemption and ending on the date of
selection or (ii) any debentures selected for redemption in whole or in part. We
will not assess a service charge for the registration of any transfer or
exchange of debentures. However, we may require a payment from the holder
sufficient to cover any tax or other governmental charge that may be imposed in
connection with the registration.
REGISTRATION OF THE DEBENTURES
The Indenture requires us, at our expense, to file a registration
statement on the appropriate form with the SEC covering the registration of the
debentures and the Conversion Shares on the earlier of the first filing of a
registration statement by us for any other purpose or December 31, 2000. In
addition, we must register the debentures and the Conversion Shares prior to a
call for redemption. Our agreement to register the Selling Stockholders' shares
of common stock triggers our obligation to register the debentures and the
Conversion Shares under the Indenture.
Each Selling Debentureholder is deemed to have agreed by subscription
for, or by acceptance of, a debenture or the Conversion Shares, to provide us
with all information regarding the holder that we may reasonably request to
include the holder's securities in a registration statement covering the
debentures. After such filing, we are required to take all reasonable steps
necessary to promptly cause the registration statement to be declared effective.
Following the effectiveness of this registration of the debentures and
the Conversion Shares, we are required to use our best efforts to keep the
registration statement continuously effective and current until September 22,
2000. We will contemporaneously take at our expense those steps necessary to
assist holders in their compliance with registration or qualification
requirements of state securities laws that may be applicable to re-sales of the
debentures and the Conversion Shares in jurisdictions where the debentures were
originally offered and sold by us.
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<PAGE> 26
SELLING SHAREHOLDERS
The debentures and common stock to which this prospectus relates are
being offered by two different groups of holders, the Selling Debentureholders
and the Selling Stockholders. As previously noted, on September 23, 1999, we
issued $15,000,000 of the debentures to the Selling Debentureholders in a
private placement offering. The debentures are convertible into shares of our
common stock at a conversion price of $18.00 per share, or 55.5556 shares for
each $1,000 principal amount of the debentures, with the entire $15,000,000 of
debentures being convertible into 833,334 shares of common stock. We are
required under the terms of the Indenture to register the debentures and the
Conversion Shares with the SEC upon the earlier of our filing a registration
statement with the SEC for any purpose or December 31, 2000. The Indenture also
requires us to use our best efforts to maintain the effectiveness of the
registration statement under September 22, 2000.
The second group, the Selling Stockholders, consists of William R.
Hough & Co. and Ryan, Beck & Co., two NASD-member investment banking firms
located in St. Petersburg, Florida and Livingston, New Jersey, respectively.
William R. Hough & Co. acquired 85,798 and Ryan, Beck & Co. acquired 123,050
shares of common stock in May 1998, when we completed a public offering of
2,642,150 shares of common stock. The Selling Stockholders were the two
co-managing underwriters in the public offering. In order to enable the Selling
Stockholders to publicly sell their shares of common stock, we have agreed to
register their shares with the SEC. Our agreement to register the Selling
Stockholders' shares triggers our obligation under the Indenture to register the
debentures and the Conversion Shares.
Given that we are obligated under the Indenture to use our best efforts
to maintain the effectiveness of the registration statement until September 22,
2000 for the Selling Debentureholders, the Selling Stockholders will also have
the ability to publicly sell their shares of common stock until that date.
The following table sets forth certain information with respect to
ownership of the debentures and the common stock, including the Conversion
Shares, by the Selling Shareholders as of November 30, 1999, and as adjusted to
reflect the debentures and shares of common stock that may be sold by them
pursuant to the registration statement. Each Selling Shareholder has sole voting
and investment power with respect to the shares owned by it.
<TABLE>
<CAPTION>
Ownership of the
Debentures and Ownership of the
the Common Stock Common Stock
Before the Offering After the Offering(1)
------------------------------ -------------------------
Number of
Shares that May
Be Sold Pursuant Number
Name of Selling Shareholder Debentures Common Stock(3) to the Offering of Shares Percent(3)
--------------------------- ---------- --------------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C>
William R. Hough $5,440,000 $4,350,311 302,222 4,048,089 33.4
Rainbow Partnership 5,000,000 277,778 277,778 - *
Harrison I. Sterns 800,000 403,944 44,444 359,500 3.0
Culter Limited Partnership I 500,000 27,778 27,778 - *
Alfred T. May 350,000 99,444 19,444 80,000 *
Bankers Insurance Company 350,000 19,444 19,444 - *
Bankers Life Insurance Company
of Florida 350,000 19,444 19,444 - *
Helen Hough Feinburg 200,000 84,839 11,111 73,728 *
Susan L. Hough 200,000 96,039 11,111 84,928 *
Bankers Security Insurance
Company 150,000 8,333 8,333 - *
First Community Insurance
Company 150,000 8,333 8,333 - *
Michael Barody 125,000 6,944 6,944 - *
William G. Buckles, Jr. 125,000 6,944 6,944 - *
David M. Velman 125,000 6,944 6,944 - *
Greg Velman 125,000 6,944 6,944 - *
Ann Johnston 100,000 5,556 5,556 - *
Timothy & Pamela Landr -
T.L. Lands Trust 100,000 6,556 5,556 1,000 *
C.W. Haines, Sr. & C.W.
Haines, Jr. JTWROS 100,000 11,156 5,556 5,600 *
Joanne R. Lyon 50,000 8,178 2,778 5,400 *
Gale J. Apple 50,000 8,378 2,778 5,600 *
E & H Halluska - Halluska
Family Tree 50,000 5,178 2,778 2,400 *
Halluska Family Trust 50,000 2,778 2,778 - *
The Savage Children Foundation 50,000 2,778 2,778 - *
Estate of Bernice Stark 50,000 2,778 2,778 - *
Robert J. Susal 50,000 52,778 2,778 50,000 *
Scott D & Judy L. Brown -
S.D. Brown Trust 50,000 9,578 2,778 6,800 *
Marilyn H. Adkins Rev Trust 50,000 10,578 2,778 7,800 *
Robert C. Adkins Rev Trust 50,000 3,778 2,778 1,000 *
David S. Hubbell 50,000 2,778 2,778 - *
Millie & Jim Brown JTWROS 50,000 52,778 2,778 50,000 *
Paul B. Kuper 50,000 2,778 2,778 - *
William J. Morrison 50,000 80,428 2,778 77,650 *
Fred Hemmer 10,000 9,181 556 8,625 *
Ryan, Beck & Co. - 123,050(3) 123,050(3) (5) *
William R. Hough & Co. - 85,798(4) 85,798(4) (4) *
</TABLE>
(1) Assumes that all debentures and shares of common stock being registered
are sold.
(2) Includes the Conversion Shares.
(3) On November 30, 1999, there were outstanding 10,554,740 shares of our
common stock and debentures and preferred stock convertible into an
additional 1,583,334 shares of our common stock.
(4) Does not include the 4,050,089 shares of common stock beneficially owned
on October 31, 1999 by William R. Hough, the President of William R. Hough
who is also our Chairman of the Board, or the 257,382 shares of common stock
owned by Mr. Hough's adult children, as to which Mr. Hough disclaims any
beneficial interest.
(5) Without consideration of any common stock that Ryan, Beck may own from
time to time in the ordinary course of conducting its broker-dealer
operations.
* Less than 1.0% of outstanding shares.
Several of the Selling Shareholders are affiliated with us. William R.
Hough, who is our Chairman of the Board and beneficially owns 4,050,089 shares
of common stock (35.1% of the aggregate number of shares outstanding), is also
President and the controlling shareholder of William R. Hough & Co. Selling
Shareholders also include: Alfred T. May, the President, Chief Executive Officer
and a director of the Company and the Chairman, Chief Executive Officer and
President of the Bank; Fred Hemmer, director of the Company and Chief Lending
Officer, Executive Vice President and director of the Bank, and William J.
Morrison, director of the Company and the Bank.
In the normal course of our business, we solicit competitive bids from
approved broker/dealers, including William R. Hough & Co., for sales of
mortgage-backed securities. During 1998 and 1997, we placed $547.2 million and
$115.4 million, respectively, of sales of these types of securities through
William R. Hough & Co. Additionally, under an agreement entered into in August
1995, we periodically lend money to William R. Hough & Co. through the use of
repurchase agreements in which we agree to purchase securities from the
securities firm with subsequent agreements to repurchase at a rate based on the
prevailing federal funds rate and 1/8 of 1%.
20
<PAGE> 27
As noted above, William R. Hough & Co. acted as one of the two
co-managing underwriters for our May 1998 public offering of common stock,
receiving $1.5 million in underwriting fees from us. In addition, in June 1998,
William R. Hough & Co. acted as one of the placement agents in connection with
a private placement offering of approximately $240 million in securities backed
by High LTV loans and received $550,761 in placement agent fees in the
transaction.
William R. Hough & Co. in July 1997 also acted, together with Ryan,
Beck & Co., as one of the two co-managing underwriters for the public offering
by us and an affiliated business trust, RBI Capital Trust, of 2,500,000 shares
of the trust's 9.10% Cumulative Trust Preferred Securities. In that capacity,
Hough & Co. earned underwriting fees paid by us of $539,100. In December 1997,
Hough & Co. also participated as co-placement agent in a private placement by us
of securities representing interests in $60 million of HIGH LTV loans. The
securities firm received $450,000 in fees for its placement agent services.
Since July 1996, William R. Hough & Co. has been offering for sale
insurance and mutual fund products, as well as investment advisory services, on
the premises of the Bank. Under the original agreement between William R. Hough
& Co. and us, we were paid a monthly fee of $300 for each banking office
utilized by William R. Hough & Co., plus of 15% of the gross commissions earned
by the securities firm from its sales of non-insurance products. In 1997, we
entered into a new agreement with William R. Hough & Co. under which we are
paid 50% of the net profits earned by Hough & Co. from sales of investment
products on the Bank's premises.
We have also had significant prior dealings with the other Selling
Stockholder, Ryan, Beck & Co. As co-managing underwriter for our May 1998 public
offering of common stock, Ryan, Beck received $1,246,436 in underwriting fees.
In 1997, the securities firm also received $388,801 in underwriting and other
fees for RBI Capital Trust's and our July 1997 public offering of the 9.10%
Cumulative Trust Preferred Securities, as well as other investment banking
services.
21
<PAGE> 28
PLAN OF DISTRIBUTION
From time to time, the debentures and/or the Conversion Shares held by
the Selling Debentureholders and covered by this prospectus may be offered for
sale by the Selling Debentureholders, or by their respective pledgees, donees,
transferees or other successors in interests from time to time. In the
Indenture, we agreed to file with the SEC a registration statement under the Act
covering both the debentures and the Conversion Shares on the earlier of the
first filing of a registration statement by us for any other purpose or December
31, 2000. We further agreed to use our best efforts to keep the registration
continuously effective and current until September 22, 2000 with respect to the
debentures and the Conversion Shares. The purpose of such registration is to
provide the Selling Debentureholders with a public market for the debentures and
for the Conversion Shares should they exercise their conversion rights under
their debentures. Under the terms of the Indenture, we have agreed to pay all
expenses incurred in connection with the registration of the debentures and the
Conversion Shares, except we will not pay any selling commissions or
underwriting discounts relating to the sale of the shares.
The shares of common stock held by the Selling Shareholders and covered
by this prospectus may be offered for sale by the Selling Shareholders, or by
their respective pledgees, donees, transferees or other successors in interests
from time to time. As in the case of the debentures and the Conversion Shares,
we will pay all expenses incurred in connection with the registration of the
shares of our common stock being sold by the Selling Stockholders, except we
will not pay any selling commissions or underwriting discounts relating to the
sale of the shares. The Selling Stockholders may agree to indemnify any
broker-dealer or agent that participates in any transactions involving the
Selling Stockholders' shares of common stock against certain liabilities,
including liabilities arising under the Act. We will also indemnify the Selling
Stockholders and the Selling Debentureholders against any liability arising out
of any untrue or alleged untrue statement of a material fact or any omission or
alleged omission to include a material fact in this prospectus, in our
registration statement filed with the SEC or in any other regulatory filing made
by us in connection with this offering, unless such untrue statement or
22
<PAGE> 29
omission was made in reliance on written information that we have received from
the Selling Shareholders.
The Selling Shareholders or their pledgees, donees, transferees or
other successors (the "Transferors") will receive all of the proceeds from the
sale of the Securities sold under this prospectus. The Transferors may from time
to time and in their individual discretion sell the Securities offered under
this prospectus, at prices and upon terms then prevailing or at prices related
to the then-current market price. These sales may be made:
- in transactions (which may include block sales) on the Nasdaq
National Market or any other national securities exchange or
automated interdealer quotation system on which shares of the
common stock are then listed;
- in negotiated transactions; or
- through a combination of the methods of sale described above,
at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.
The Transferors may sell the debentures, the Conversion Shares and the
common stock offered under this prospectus directly to purchasers or through
underwriters, agents or broker-dealers by one or more of the following means:
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
- purchases by a broker or dealer as principal and resale by
that broker or dealer for its account under this prospectus;
- a block trade in which the broker or dealer so engaged will
attempt to sell the debentures or common stock as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
- an exchange distribution in accordance with the rules of the
exchange or automated interdealer quotation system on which
the common stock is then listed; and
- the writing of options on the shares.
In effecting sales, broker-dealers engaged by the Transferors may arrange for
other broker-dealers to participate in resales.
In connection with the distribution of the Selling Shareholders' shares
of common stock, the Selling Shareholders may enter into hedging transactions
with broker-dealers. In connection with such transactions, broker-dealers may
engage in short sales of the Selling Shareholders' shares of common stock
registered hereunder in the course of hedging the positions they assume
23
<PAGE> 30
with the Selling Shareholders. The Selling Shareholders may have previously sold
other shares of common stock short and, in such event, could deliver their
shares of common stock registered hereunder to close out such short positions.
The Selling Shareholders may also enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares of
common stock registered hereunder, which the broker-dealer may resell or
otherwise transfer pursuant to this registration. The Selling Shareholders may
also loan or pledge their shares of common stock registered hereunder to a
broker-dealer, and the broker-dealer may sell the shares of common stock so
loaned or upon default the broker-dealer may effect sales of the pledged shares
pursuant to this registration. The Selling Shareholders may also pledge their
shares of common stock registered hereunder to a lender other than a
broker-dealer, and upon default such lender may sell the shares of common stock
so pledged pursuant to this registration.
Any underwriters, agents or broker-dealers involved in the distribution
of the shares may receive compensation in the form of discounts, concessions or
commissions from Transferors and/or the purchasers of the shares for which such
underwriters, agents or broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to an underwriter, agent or
particular broker-dealer will be negotiated prior to the sale and may be in
excess of customary compensation). If required by applicable law, at the time a
particular offer of shares is made, the terms and conditions of that transaction
will be set forth in a supplement to this prospectus.
The Transferors and any underwriters, agents or broker-dealers who act
in connection with the sale of the securities under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the Act, and
any compensation received by them might be deemed to be underwriting discounts
and commissions under the Act.
This prospectus may be amended and supplemented from time to time to
describe a more specific plan of distribution or other pertinent information. In
addition, any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 and Rule 145 or any other exemption from registration under
the Act may be sold under such exemption rather than pursuant to this
prospectus.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by Holland & Knight LLP, Washington, D.C.
24
<PAGE> 31
EXPERTS
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their reports
with respect thereto, and are incorporated herein in reliance upon the authority
of said firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Security holders may read and copy these
reports, proxy statements and other information:
- At the Public Reference Room of the SEC, Room 1024 - Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
- At the public reference facilities at the SEC's regional
offices located at Seven World Trade Center, 13th Floor, New
York, New York 10048 or Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661;
- At the offices of The Nasdaq Stock Market, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006; or
- From the Internet site maintained by the SEC at
http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the SEC.
Some locations may charge prescribed rates or modest fees for copies.
For more information on the SEC public reference rooms, please call the SEC at
1-800-SEC-0330. You can also obtain information on the Bank, our principal
subsidiary, from the FDIC's Internet site at http://www.fdic.gov and from the
Bank's Internet site at http://www.republicbankfl.com.
We have filed with the SEC a registration statement on Form S-3 under
the Act with respect to the Securities offered under this prospectus. As
permitted by the SEC, this prospectus, which constitutes a part of the
registration statement, does not contain all of the information contained in the
registration statement. Additional information may be obtained from the
locations described above. Statements contained in the prospectus concerning the
contents of any other document are not necessarily complete, and in each
instance, we have filed copies of these documents with the SEC as an exhibit to
the registration statement. You should refer to the applicable documents for all
the details.
25
<PAGE> 32
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to other documents that we have filed with the SEC. The
information incorporated by reference is considered to be part of this
prospectus as if fully included in this document. Further, later information
that we file with the SEC after the date of this prospectus will automatically
update and supercede the information contained in or referenced in this
document. This prospectus is part of the registration statement that we filed
with the SEC. Until September 22, 2000, the expiration of one year following the
date on which we issued the debentures, we will use our best efforts to keep the
registration statement effective by incorporating by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as amended:
- Current Report on Form 8-K, filed November 19, 1999;
- Current Report on Form 8-K, filed November 12, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1999;
- Current Report on Form 8-K, filed October 4, 1999;
- Current Report on Form 8-K, filed July 8, 1999;
- Definitive proxy statement on Schedule 14A, filed April 13,
1999;
- Annual Report on Form 10-K for the fiscal year ended December
31, 1998, filed March 30, 1999;
- Current Report on Form 8-K, filed February 1, 1999;
- Current Report on Form 8-K, filed January 7, 1999; and
- The description of our common stock contained in our
Registration Statement on Form S-2, filed April 14, 1998.
(File No. 333-50087.)
You may request a copy of these filings, at no cost, by writing to us
at the following address: Republic Bancshares, Inc., Attention: Secretary, 111
Second Avenue, N.E., Suite 300, St. Petersburg, Florida 33701 or by telephoning
us at (727) 823-7300. Exhibits to these filings will not be provided unless the
exhibits requested are specifically incorporated by reference into the document
that this prospectus incorporates by reference.
No person is authorized to give you any information or to make any
representation other than as contained in this prospectus or incorporated by
reference in connection with this offering. You should not rely on any
unauthorized information or representation. You should not assume that the
information contained in this prospectus or any supplement is accurate as of any
date other than the date that appears on the front of that specific document.
26
<PAGE> 33
This prospectus does not constitute an offer to exchange or sell, or a
solicitation of an offer to exchange or purchase, the Securities offered by this
prospectus in any jurisdiction in which the sale of these Securities, or the
offer or solicitation of an offer relating to these Securities is not permitted
or legal.
27
<PAGE> 34
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable in
connection with the sale and distribution of the securities being registered,
other than underwriting discounts and commissions. All of the amounts shown are
estimates, except for the SEC registration fee. We do not expect our expenses in
connection with this offering to exceed $65,000.
<TABLE>
<CAPTION>
Amount
<S> <C>
SEC Registration $ 5,034
Legal Fees and Expenses $50,000
Accounting Fees and Expenses $ 5,000
Total $60,034
</TABLE>
Item 15. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the following provisions, or otherwise, we
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
The Florida Business Corporation Act ("FBCA") grants each corporation
organized thereunder the power to indemnify its officers, directors, employees
and agents on certain conditions against liabilities arising out of any action
or proceeding to which any of them is a party by reason of being such officer,
director, employee or agent. The FBCA permits a Florida corporation, with the
approval of its shareholders, to include within its articles of incorporation a
provision eliminating or limiting the personal liability of its directors to
such corporation or its shareholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by shareholders of the corporation.
The Company's Bylaws essentially provide that the Company will
indemnify its officers, directors, employees and agents to the full extent
permitted by the FBCA. Under the FBCA, other than in actions brought by or in
the right of the Company, such indemnification would apply if it were determined
in the specific case that the proposed indemnitee acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal proceeding, if such
person had no reasonable cause to believe that the conduct was unlawful. In
actions brought by or in the right of the Company, such indemnification would
apply if it were determined in the specific case that the proposed indemnitee
acted in good faith and in a manner such person reasonably believed to be
II-1
<PAGE> 35
in or not opposed to the best interests of the Company, except that no
indemnification may be made with respect to any matter as to which such person
is adjudged liable to the Company, unless, and only to the extent that, the
court determines upon application that, in view of all the circumstances of the
case, the proposed indemnitee is fairly and reasonably entitled to
indemnification for such expenses as the court deems proper. To the extent that
any director, officer, employee or agent of the Company has been successful on
the merits or otherwise in defense of any action, suit or proceeding, whether
civil, criminal, administrative or investigative, such person must be
indemnified against reasonable expenses incurred by such person in connection
with the action.
The Company's Bylaws also provide that a director of the Company will
have no indemnification rights for liability for: (i) willful misconduct or a
conscious disregard for the best interests of the Company or its stockholders;
(ii) acts or omissions constituting a violation of criminal law; (iii) the
payment of certain unlawful dividends and the making of certain unlawful stock
purchases or redemptions; or (iv) any transaction from which the director
derived an improper personal benefit.
Expenses, including attorneys' fees, incurred by a Company director or
officer in defending a civil or criminal action, suit or proceeding must be paid
by the Company in advance of the final disposition of the action upon receipt of
an undertaking by the director or officer to repay such amounts if he is
ultimately found not to be entitled to indemnification by the Company.
II-2
<PAGE> 36
Item 16. List of Exhibits.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
4 Indenture, dated as of September 17, 1999, between the Company
and U.S. Trust Bank National Association, as Trustee*
5 Opinion of Holland & Knight LLP regarding the legality of the
securities being offered hereby*
12 Statement regarding computation of earnings to fixed charges*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Holland & Knight LLP (included in Opinion filed as
Exhibit 5)
24 Power of Attorney (included on signature page of registration
statement)*
25 Statement of eligibility of U.S. Trust Bank National
Association to act as Trustee*
</TABLE>
- ------------
* Filed with the Company's Registration Statement on Form S-3 filed November 18,
1999, Registration No. 333-92145 and incorporated herein by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum table in the
effective registration statement; and
II-3
<PAGE> 37
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or forwarded to the SEC by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 30th day of
December, 1999.
REPUBLIC BANCSHARES, INC.
By: /s/ *
----------------------------------
Alfred T. May, Chief Executive
Officer and President
II-5
<PAGE> 39
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred T. May and William R. Falzone or
either one of them (with full power to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and execute on behalf of the undersigned any and all
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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he or she might or could do in person, and
does hereby ratify and confirm all that said attorneys-in-fact and agents, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ * Chief Executive Officer, President December 30, 1999
- ------------------------------- and Director (Principal Executive
Alfred T. May Officer)
/s/ William R. Falzone Treasurer (Principal Financial and December 30, 1999
- ------------------------------- Accounting Officer)
William R. Falzone
/s/ * Chairman of the Board December 30, 1999
- -------------------------------
William R. Hough
/s/ * Director December 30, 1999
- -------------------------------
John W. Sapanski
/s/ * Director December 30, 1999
- -------------------------------
Fred Hemmer
/s/ * Director December 30, 1999
- -------------------------------
Marla Hough
/s/ * Director December 30, 1999
- -------------------------------
William J. Morrison
</TABLE>
* By: /s/ WILLIAM R. FALZONE
----------------------
William R. Falzone
Attorney-in-Fact
II-6
<PAGE> 40
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
4 Indenture, dated as of September 17, 1999, between the Company
and U.S. Trust Bank National Association, as Trustee*
5 Opinion of Holland & Knight LLP regarding the legality of the
securities being offered hereby*
12 Statement regarding computation of earnings to fixed charges*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Holland & Knight LLP (included in Opinion filed as
Exhibit 5)
24 Power of attorney (included on signature page of registration
statement)*
25 Statement of eligibility of U.S. Trust Bank National
Association to act as Trustee*
</TABLE>
- ------------
* Filed with the Company's Registration Statement on Form S-3 filed November 18,
1999, Registration No. 333-92145 and incorporated herein by reference.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 19, 1999, included in Republic Bancshares, Inc.'s Form 10-K for the year
ended December 31, 1998, and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Tampa, Florida,
December 30, 1999
