<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1999
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
REPUBLIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1463900
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
111 SECOND AVENUE, N.E., SUITE 300, ST. PETERSBURG, FLORIDA 33701
(Address of Principal Executive Office) (Zip Code)
REPUBLIC BANCSHARES, INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
-------------------
JOHN SAPANSKI
CHAIRMAN, CHIEF EXECUTIVE OFFICER
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE, N.E.
SUITE 300
ST. PETERSBURG, FLORIDA 33701
(Name and address of agent for service)
(813) 823-7300
(Telephone number, including area code, of agent for service)
Copies of all communications to:
JOHN BUCHMAN, ESQ.
HOLLAND & KNIGHT LLP
2100 PENNSYLVANIA AVENUE, N.W.
SUITE 400
WASHINGTON, D.C. 20037
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -----------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$2.00 per share 600,000 $18.34 $11,004,000 $3,059.11
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1)This registration statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions of the
plans pursuant to which such shares are issued.
(2)Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average between the high and low sales
prices for shares of common stock of the registrant as reported on the Nasdaq
Stock Market on March 3, 1999.
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INTRODUCTION
On May 20, 1996, Republic Bancshares, Inc., a Florida corporation (the
"Registrant"), filed Registration No. 333-4866 on Form S-8 (the "Prior
Registration Statement"), which registered 521,880 shares of the Common Stock,
par value $2.00 per share, of the Registrant (the "Common Stock") for issuance
under the Republic Bancshares, Inc. 1995 Stock Option Plan (the "Stock Option
Plan"). By this Registration Statement, the Registrant (i) increases the number
of shares of the Common Stock registered for issuance under the Stock Option
Plan from 521,880 to 1,121,880, and (ii) files an amended Stock Option Plan as
an exhibit to the Registration Statement.
ii
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
Republic Bancshares, Inc., a Florida corporation, are incorporated by reference
in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
(e) The Registrant's Current Report on Form 8-K, dated November 23,
1998.
(f) The Registrant's Current Report on Form 8-K, dated January 7,
1999.
(g) The Registrant's Current Report on Form 8-K, dated February 1,
1999.
(h) The description of the Common Stock contained in the Registrant's
Registration Statement on Form S-4, Registration No. 33-808895.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation, and provided,
further that, with respect to any criminal action or proceeding, the officer or
director had no reasonable cause to believe his conduct was unlawful. In the
case of proceedings by or in the right of the corporation, the Florida Act
provides that, in general, a corporation may indemnify any person who was or is
a party to any such proceeding by reason of the fact that he is or was a
director or officer of the corporation against expenses and amounts paid in
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settlement actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, provided that such
person acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person
is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (i) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe it was unlawful; (ii) a transaction from
which the director or officer derived an improper personal benefit; (iii) in
the case of a director, a circumstance under which the director has voted for
or assented to a distribution made in violation of the Florida Act or the
corporation's articles of incorporation; or (iv) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding
by or in the right of the corporation to procure a judgment in its favor or in
a proceeding by or in the right of a shareholder. Section 3-15 of the
Registrant's Bylaws provides that the Registrant shall indemnify any director,
officer, employee or agent or any former director, officer, employee or agent.
The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1 Articles of Incorporation of the Registrant.*
4.2 By-Laws of the Registrant.*
4.3 Specimen Common Stock Certificate of the Registrant.*
4.4 Republic Bancshares, Inc. 1995 Stock Option Plan, as amended.
5.1 Opinion of Holland & Knight LLP re legality of the Common Stock.
15.0 Acknowledgement Letter of Arthur Andersen LLP.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page).
</TABLE>
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* Filed with the Registrant's Form S-4, Registration No. 33-808895.
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<PAGE> 5
ITEM 9. 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;
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 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
herein, 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, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Petersburg, State of Florida,
on February 28, 1999.
REPUBLIC BANCSHARES, INC.
By: /s/ JOHN W. SAPANSKI
----------------------------------
John W. Sapanski
Chairman and
Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John W. Sapanski and William
R. Falzone, and each of them, as true and lawful attorneys-in-fact, with the
power of substitution, for him in any and all capacities, to sign 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, hereby ratifying and confirming all that
said attorneys-in-fact, or their or his substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
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<S> <C> <C>
/s/ JOHN W. SAPANSKI Chairman, Chief Executive Officer February 28, 1999
- ---------------------------------------- (principal executive officer)
John W. Sapanski
/s/ WILLIAM R. FALZONE Treasurer (principal financial and February 28, 1999
- ---------------------------------------- accounting officer)
William R. Falzone
/s/ ALFRED T. MAY Director, President and February 28, 1999
- ---------------------------------------- Chief Operating Officer
Alfred T. May
/s/ FRED HAMMER Director February 28, 1999
- ----------------------------------------
Fred Hammer
Director February 28, 1999
- ----------------------------------------
Marla Hough
Director February 28, 1999
- ----------------------------------------
William R. Hough
/s/ WILLIAM J. MORRISON Director February 28, 1999
- ----------------------------------------
William J. Morrison
</TABLE>
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INDEX OF EXHIBITS
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4.1 Articles of Incorporation of the Registrant.*
4.2 By-Laws of the Registrant.*
4.3 Specimen Common Stock Certificate of the Registrant.*
4.4 Republic Bancshares, Inc. 1995 Stock Option Plan, as amended.
5.1 Opinion of Holland & Knight LLP re legality of the Common Stock.
15.0 Acknowledgement Letter of Arthur Andersen LLP.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page).
</TABLE>
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* Filed with the Registrant's Form S-4, Registration No. 33-808895.
<PAGE> 1
EXHIBIT 4.4
REPUBLIC BANCSHARES, INC.
1995 STOCK OPTION PLAN
<PAGE> 2
REPUBLIC BANCSHARES, INC.
1995 STOCK OPTION PLAN
ARTICLE I
GENERAL
1.1 PURPOSE OF THE PLAN.
The purpose of the Republic Bancshares, Inc. 1995 Stock Option Plan
(the "Plan") is (i) to assist Republic Bancshares, Inc. (the "Company") and its
Subsidiaries in securing and retaining Key Employees of outstanding ability by
making it possible to offer them an increased incentive to join or continue in
the service of the Company and its Subsidiaries and (ii) to increase the Key
Employees' efforts for the Company's welfare by participating in the ownership
and growth of the Company.
1.2 DEFINITIONS.
(a) "Acceleration Event" means (i) any event that, in the opinion
of the Board of Directors of the Company, is likely to lead to a change in
control of share ownership of the Company, whether or not such change in
control actually occurs or (ii) any event that causes a change in control of
share ownership. As used herein change in control means a transfer (within a
one week time period) of more than 50% of the voting power to a person who is
not controlled, directly or indirectly, by the current shareholders (as of
1/1/95) of the Company.
(b) "Board of Directors" or "Board" means the Board of Directors
of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" means common stock of the company having a par
value of $2.00 per share.
(e) "Fair Market Value," in the event that the Common Stock were
not traded on an established securities market, means the value determined by
the Board of Directors or the Committee (as hereinafter defined) taking into
account those factors affecting or reflecting value as it deems relevant,
including, but not limited to, recent sales prices, book value, earnings,
reasonably expected changes in book value or earnings, and values of stock of
banks or bank holding companies similar to the Company. If, as is anticipated,
Company Common Stock is traded on The Nasdaq Stock Market's National Market or
is listed on a National Securities Exchange, "fair market value" means the
closing price of the shares on the National Market or such National Securities
Exchange on the day on which such value is to be determined or, if no shares
were traded on such day, on the next preceding day on which the shares were
traded, as reported to the National Market, National Quotation Bureau, Inc. or
other national quotation service.
(f) "Key Employee" means any person, including officers and
directors, in the regular full-time employment of the Company or its
Subsidiaries, who is designated a Key Employee by the Committee referred to in
Section 1.3 and is or is expected to be primarily responsible for the
management, growth, or supervision of some part or all of the business of the
Company or its Subsidiaries. The power to determine who is and who is not a Key
Employee is reserved solely for the Committee.
(g) "Option" means an option to purchase shares of Common Stock
that is either intended to qualify as an incentive stock option as defined in
Section 422 of the Code or is not intended to qualify as an incentive stock
option. Unless otherwise specifically indicated in the stock option grant or
prohibited under the Code, all options granted under this Plan shall be
incentive stock options.
(h) "Optionee" means a Key Employee to whom an Option is granted
under the Plan.
<PAGE> 3
(i) "Parent" means any corporation that qualifies as a parent of
a corporation under the definition of "parent corporation" contained in Section
424(e) of the Code.
(j) "Subsidiary" means any corporation that qualifies as a
subsidiary of a corporation under the definition of "subsidiary corporation"
contained in Section 424(f) of the Code.
(k) "Term" means the period during which a particular Option may
be exercised as determined by the Committee and as provided in the option
agreement.
1.3 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors and consisting of at least
three members from the Board of Directors. No person while a member of the
Committee shall be eligible to participate in the Plan. The Committee shall
have the power to interpret and apply the Plan and to make regulations for
carrying out its purpose. More particularly, the Committee shall determine
which Key Employees shall be granted Options under the Plan, the number of
shares subject to each Option, the price per share under each Option, the Term
of each Option, and any restrictions on the exercise of each Option.
Determinations by the Committee under the Plan (including, without limitation,
determinations of the person to receive Options, amount and timing of such
Options, and the terms and provisions of such Options and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Options under the Plan,
whether or not such persons are similarly situated.
1.4 SHARES SUBJECT TO THE PLAN.
The total number of shares that amy be purchased pursuant to Options
under the Plan shall not exceed 1,125,000 shares of Common Stock. Shares
subject to Options that terminate or expire prior to exercise shall be
available for future Options. Shares issued pursuant to the Plan may be either
unissued shares of Common Stock or reacquired shares of Common Stock held in
treasury.
1.5 TERMS AND CONDITIONS OF OPTIONS.
All Options shall be evidenced by agreements in such form as the
Committee shall approve from time to time subject to the provision of Article
II or Article III, as appropriate, and the following provisions:
(a) Exercise Price. The exercise price of the Option shall be
equal to the Fair Market Value (as determined by the Committee) of the Common
Stock at the time the Option is granted.
(b) Exercise. Except as may otherwise be set forth herein, not
more than 20% of the shares subject to the Option shall vest and become
exercisable annually.
(c) Termination of Employment. An Optionee's Option shall expire
on the earliest of (i) the expiration of the date specified in the Option,
which in no event shall be later than three months after the termination of the
Optionee's employment for any reason other than death or disability (as defined
in Section 422(c)(7) of the Code), (ii) the Term specified in Section 2.1 or
3.1, as the case may be, or (iii) in the event the Optionee's employment is
terminated for cause, the date on which the Optionee's employment terminates.
For purposes of the preceding sentence, termination for cause shall mean
termination by reason of the Optionee's unlawful or illegal conduct or
malfeasance in the performance by the Optionee of his/her employment duties. In
the event of exercise of the Option after termination of employment the
Optionee may exercise the Option only with respect to the shares that could
have been purchased by the Optionee at the date of termination of employment.
However, the Committee may, but is not required to, waive any requirements made
pursuant to Section 1.5(b) so that some or all of the shares subject to the
Option may be exercised within the time limitation described in this
subsection. Unless
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otherwise provided in the agreement granting the Option, if an Optionee's
employment is terminated by the Company other than for cause (as defined above)
then all Options held by such Optionee shall vest and become exercisable within
three (3) months after the date of termination. An Optionee's employment shall
be deemed to terminate on the last date for which he receives a regular wage or
salary payment.
(d) Death or Disability. Upon termination of an Optionee's
employment by reason of death or disability (as determined by the Committee
consistent with the definition of Section 422(c)(7) of the Code), the Option
shall expire unless exercised upon the earlier of the expiration of (i) the
date specified in the Option, which is no event shall be later than 12 months
after the date of such termination, or (ii) the Term specified in Section 2.1
or 3.1 as the case may be. The Optionee or such Optionee's successor in
interest, as the case may be, may exercise the Option only as to the shares
that could have been purchased by the Optionee at the date of such Optionee's
termination of employment. However, the Committee may, but is not required to,
waive any requirements made pursuant to Section 1.5(b) so that some or all of
the shares subject to the Option may be exercised within the time limitation
described in this subsection.
(e) Payment. Payment for shares as to which an Option is
exercised shall be made in cash or by check at the time of exercise.
(f) Non-transferability. No Option granted under the Plan shall
be transferable other than by will or by the laws of descent and distribution.
During the lifetime of the Optionee, an Option shall be exercisable only by the
Optionee.
(g) Limit on Grants. In compliance with Section 162(m) of the
Code, and notwithstanding anything in this Plan to the contrary, in no event
shall any Optionee be entitled to receive, or receive, Options under the Plan
covering more than 62,000 shares of Company Common Stock in any fiscal year.
(h) Additional Provisions. Each option agreement may contain such
other terms and conditions not inconsistent with the provisions of the Plan as
the Committee may deem appropriate from time to time.
1.6 STOCK ADJUSTMENTS; MERGERS.
Notwithstanding Section 1.4, in the event the outstanding shares are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of any other corporation
by reason of any merger, sale of stock, consolidation, liquidation,
recapitalization, reclassification, stock split, combination of shares, or
stock dividend, the total number of shares set forth in Section 1.4 shall be
adjusted proportionately and appropriately by the Committee. If the Company
continues in existence, the number and kind of shares that are subject to any
Option and the option price per share shall be adjusted proportionately and
appropriately without any change in the aggregate price to be paid therefor
upon exercise of the Option. If the Company will not remain in existence or
substantially all of its voting Common Stock and Common Stock will be purchased
by a single purchaser or group of purchasers acting together, then the
Committee may (i) declare that all Options shall terminate 30 days after the
Committee gives written notice to all Optionees of their immediate right to
exercise all Options then outstanding (without regard to limitations on
exercise otherwise contained in the Options), or (ii) notify all Optionees that
all Options granted under the Plan shall apply with appropriate adjustments as
determined by the Committee to the securities of the successor corporation to
which holders of the numbers of shares subject to such Options would have been
entitled, or (iii) some combination of aspects of (i) and (ii). The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding. Any fractional shares resulting
from any of the foregoing adjustments under this section shall be disregarded
and eliminated.
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<PAGE> 5
1.7 ACCELERATION EVENT.
If an Acceleration Event occurs in the opinion of the Board of
Directors, based on circumstances known to it, the Board of Directors may
direct the Committee to declare that all Options granted under the Plan shall
become exercisable immediately, notwithstanding the provisions of the
respective Option agreements regarding exercisability. Unless otherwise
provided in the agreement granting the Option, if an Acceleration Event occurs
that causes a change in control of share ownership then all Options granted
under the Plan shall become exercisable immediately.
1.8 NOTIFICATION OF EXERCISE.
Options shall be exercised by written notice directed to the Secretary
of the Company at the principal executive offices of the Company. Such written
notice shall be accompanied by any payment required pursuant to Section 1.5(e).
Exercise by an Optionee's heir or the representative of his estate shall be
accompanied by evidence of such heir's or representative's authority to so act,
in form reasonably satisfactory to the Company.
ARTICLE II
ADDITIONAL PROVISIONS
2.1 TERMS OF OPTIONS.
Each Option granted under the Plan shall be exercisable only during a
Term fixed by the Committee; provided, however, that the Term shall end no
later than 10 years after the date the Option is granted.
2.2 LIMITATION ON OPTIONS.
To the extent that the aggregate Fair Market Value of Common Stock
with respect to which Applicable Options are exercisable for the first time by
an Optionee during any calendar year exceeds $100,000, such Applicable Options
shall be treated as Options which are not incentive stock options. For purposes
of this Section 2.2, an "Applicable Option" is an option that is intended to
qualify as an incentive stock option and is granted to an Optionee under this
Plan or any other plan of the Company or its Parent or Subsidiary. The Fair
Market Value of any Common Stock shall be determined for purposes of this
Section 2.2 as of the time the Applicable Option is granted with respect to
such Common Stock.
2.3 CONTINUED EMPLOYMENT.
Whether military, government, or other service, or other leave of
absence shall constitute a termination of employment shall be determined in
each case by the Committee at its discretion, and any determination by the
Committee shall be final and conclusive. A termination of employment shall not
occur in the event the Optionee transfers from the Company to one of its
Subsidiaries or transfers from a Subsidiary to the Company.
2.4 SPECIAL RULE FOR TEN PERCENT STOCKHOLDER.
If, at the time an Option is granted, an employee owns stock
possessing more than ten percent (10%) of the total combined voting power of
all classes or stock of his employer corporation or of its Parent or any of its
Subsidiaries, as determined using the attribution rules of Section 424(d) of
the Code, then the terms of the Option shall specify that the option price
shall be at least 110% of the Fair Market Value of the stock subject to the
Option and such Option shall not be exercisable after the expiration of five
years form the date such Option is granted.
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<PAGE> 6
2.5 INTERPRETATION.
In interpreting this Article II of the Plan and the provisions of
individual option agreements, the Committee and the Board shall be governed by
the principles and requirements of Sections 421, 422, and 424 of the Code and
applicable Treasury Regulations.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable federal and state laws, rules, and regulations,
and to such approvals by any governmental or regulatory agency as may be
required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to (i) the listing of such shares
on any stock exchange on which the Common Stock may then be listed and (ii) the
completion of any registration or qualification of such shares under any
federal or state law, or any ruling or regulation of any governmental body that
the Company, in its sole discretion, shall determine to be necessary or
advisable.
3.2 AMENDMENTS.
The Board of Directors may discontinue the Plan at any time and may
amend it from time to time, but no amendment, without approval by stockholders,
may (i) increase the total number of shares that may be issued under the Plan
or to any individual under the Plan or reduce the option price for shares that
may be purchased, except as provided in Section 1.6, (ii) extend the period
during which options may be granted, (iii) change the class of employees to
whom Options may be granted, or (iv) alter the provisions of the Plan in such a
manner as to increase materially (within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended) the benefits accruing under the
Plan. Other than as expressly permitted under the Plan, no outstanding Option
may be revoked or altered in a manner unfavorable to the Optionee without the
consent of the Optionee.
3.3 NO RIGHTS AS STOCKHOLDER.
No Optionee shall have any rights as a stockholder with respect to any
share subject to his or her Option prior to the date of issuance to him or her
of a certificate or certificates for such shares.
3.4 WITHHOLDING.
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy
any federal, state, or local withholding tax liability prior to the delivery of
any certificate or certificates for such shares.
3.5 CONTINUED EMPLOYMENT NOT PRESUMED.
Neither this Plan, any document describing this Plan, nor the grant of
any Option hereunder shall give any Optionee or other employee a right to
continued employment by the Company or its Subsidiaries or affect the right of
the Company or its subsidiaries to terminate the employment of any such person
with or without cause.
5
<PAGE> 7
3.6 EFFECTIVE DATE; DURATION.
The Plan shall become effective as upon consummation of the
Reorganization and the Share Exchange, as such terms are defined in the Amended
and Restated Plan of Share Exchange and Reorganization, dated November 21,
1995, between the Company and Republic Bank, and shall expire on the close of
business on April 28, 2004 (the "Expiration Date"). No Options may be granted
under the Plan after the Expiration Date, but Options granted on or before that
date may be exercised according to the terms of the Option agreements and shall
continue to be governed by and interpreted consistent with the terms hereof.
6
<PAGE> 1
EXHIBIT 5.1
OPINION OF HOLLAND & KNIGHT LLP
<PAGE> 2
March 3, 1999
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Republic Bancshares, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 600,000 shares (the "Shares") of the
authorized common stock, par value $2.00 per share, of the Company being
offered to certain employees of the Company pursuant to the Company's 1995
Stock Option Plan (the "Plan").
In connection with the foregoing registration, we have acted as
counsel for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the exercise of options granted under the Plan, duly
authorized, validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT LLP
<PAGE> 1
EXHIBIT 15.0
February 24, 1999
Republic Bancshares, Inc.
111 2nd Avenue NE, Suite 300
St. Petersburg, FL 33701
Republic Bancshares, Inc.:
We are aware that Republic Bancshares, Inc. has incorporated by reference in
its registration statement on Form S-8 its Form 10-Q for the quarters ended
June 30, 1998, and September 30, 1998, which includes our reports dated August
13, 1998, and October 26, 1998, respectively, covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933 (the Act), that report is not considered a part of the
registration statement prepared or certified by our firm or a report prepared
or certified by our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<PAGE> 1
EXHIBIT 23.2
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 13, 1998, included in Republic Bancshares, Inc.'s Form 10-K for the year
ended December 31, 1997, and to all references to our firm included in this
registration statement.
\s\ ARTHUR ANDERSEN LLP
Tampa, Florida,
February 24, 1999
