<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIB FINANCIAL CORP.
(Exact Name of Registrant as Specified In Its Charter)
Florida 65-0655973
(State of Incorporation) (I.R.S. Employer
Identification No.)
99451 Overseas Highway
Key Largo, Florida 33037-7808
(Address of principal executive office and zip code)
--------------------------
TIB FINANCIAL CORP.
INCENTIVE STOCK OPTION PLAN AND
NONSTATUTORY STOCK OPTION PLAN
(Full title of the plan)
--------------------------
<TABLE>
<S> <C>
Edward V. Lett With a copy to:
President and Chief Executive Officer Stanley H. Pollock, Esq.
TIB Financial Corp. Holland & Knight
99451 Overseas Highway Suite 2000
Key Largo, Florida 33037-7808 One Atlantic Center
(305) 451-4660 1201 West Peachtree Street, N.E.
(Name, address and telephone number, including Atlanta, Georgia 30309-3400
area code, of agent for service) (404) 817-8500
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 869,610 shs. $15.625 $13,587,656 $4,118.00
================================================================================================================================
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become deliverable as a result
of future adjustments in accordance with the terms of the TIB Financial
Corp. Incentive Stock Option and Nonstatutory Stock Option Plan.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the bid
and asked price of the Common Stock of TIB Financial Corp. as quoted on
the Nasdaq National Market on June 25, 1997.
PAGE 1 OF 19 PAGES
EXHIBIT INDEX ON PAGE 7
1
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
TIB Financial Corp. (the "Registrant") hereby states that the documents
listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers 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.
(a) The Registrant's Prospectus, dated May 12, 1997, filed
pursuant to Rule 424(b)(3) under the Securities Act of 1933,
containing audited financial statements for the Registrant's
three fiscal years ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1996.
(c) The description of the Registrant's Common Stock contained in
the Form 8-A Registration Statement, dated April 2, 1997, as
amended, under Section 12(g) of the Securities Exchange Act of
1934.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0831 of the Florida Business Corporation Act provides that
a corporation's articles of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director. This Section also provides, however, that such a provision shall not
eliminate or limit the liability of a director (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation, (ii)
for acts or omissions involving intentional misconduct or a knowing violation of
law, (iii) for certain other types of liability set forth in the Act, and (iv)
for transactions from which the director derived an improper personal benefit.
Article 6 of the Registrant's Articles of Incorporation contains a provision
eliminating or limiting
2
<PAGE> 3
the personal liability of a director of the Registrant to the fullest extent
authorized by the Florida Business Corporation Act.
In addition, Section 607.0850 of the Florida Business Corporation Act
provides for indemnification of directors and officers of the Registrant for
liability and expenses reasonably incurred by them in connection with any civil,
criminal, administrative, or investigative action, suit or proceeding in which
they may become involved by reason of being a director or officer of the
Registrant. Indemnification is permitted if the director or officer acted in a
manner which he believed in good faith to be in or not opposed to the best
interests of the Registrant and, with respect to criminal actions, if he had no
reasonable cause to believe his conduct to be unlawful. Article 8 of the
Registrant's Articles of Incorporation contains a provision providing for the
indemnification of officers and directors and advancement of expenses to the
fullest and officers liability insurance which insures against liabilities that
directors and officers of the Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4 TIB Financial Corp. Incentive Stock Option Plan and
Nonstatutory Stock Option Plan
5 Opinion of Holland & Knight, as to the legality of the
securities being registered
23.1 Consent of Holland & Knight (included in Exhibit 5
hereto)
23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
23.3 Consent of Bricker & Melton, P.A., independent certified
public accountants
24 Power of Attorney (included in signature page)
3
<PAGE> 4
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act of 1933, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
B. 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 foregoing provisions, 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.
4
<PAGE> 5
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
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 Key Largo, State of Florida, on this 3rd day of June,
1997.
TIB FINANCIAL CORP.
By: /s/ Edward V. Lett
----------------------
Edward V. Lett
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints EDWARD V. LETT as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, 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, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward V. Lett Director, President and Principal June 3, 1997
- ------------------------- Executive Officer; Principal
Edward V. Lett Financial and Accounting Officer
5
<PAGE> 6
Director
- -------------------------
W. Kenneth Meeks
/s/ BG Carter Director June 6, 1997
- -------------------------
BG Carter
/s/ Armando J. Henriquez Director June 6, 1997
- -------------------------
Armando J. Henriquez
- ------------------------- Director and Chairman
James R. Lawson, III
/s/ Scott A. Marr Director June 3, 1997
- -------------------------
Scott A. Marr
- ------------------------- Director
Derek D. Martin-Vegue
/s/ Joseph H. Roth, Jr. Director June 8, 1997
- -------------------------
Joseph H. Roth, Jr.
- ------------------------- Director
Marvin F. Schindler
/s/ Richard J. Williams Director June 5, 1997
- -------------------------
Richard J. Williams
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page
- ----------- ----------- ---------------
<S> <C> <C>
4 TIB Financial Corp. Incentive Stock Option Plan 8
and Nonstatutory Stock Option Plan
5 Opinion of Holland & Knight, 16
as to the legality of the securities
being registered
23.1 Consent of Holland & Knight --
(included in Exhibit 5 hereto)
23.2 Consent of KPMG Peat Marwick LLP, 18
independent certified public accountants
23.3 Consent of Bricker & Melton, P.A., 19
independent certified public accountants
24 Power of Attorney (included in signature page) --
</TABLE>
7
<PAGE> 1
EXHIBIT 4
TIB FINANCIAL CORP.
INCENTIVE STOCK OPTION PLAN AND
NONSTATUTORY STOCK OPTION PLAN
AS AMENDED AND RESTATED AS OF AUGUST 31, 1996
WITNESSETH:
WHEREAS, the TIB Financial Corp. Incentive Stock Option Plan and
Nonstatutory Stock Option Plan (the "Plan") was adopted by TIB Bank of the Keys
(the "Bank") with an effective date of March 22, 1994; and
WHEREAS, pursuant to the terms of the Plan, certain options have been
granted to employees of the Bank to acquire shares of the common stock of the
Bank; and
WHEREAS, the Boards of Directors of the Bank and TIB Financial Corp.
(the "Holding Company") have authorized a corporate reorganization pursuant to
which shares of Bank common stock will be exchanged for shares of Holding
Company stock; and
WHEREAS, the Boards of Directors of the Bank and the Holding Company
are now desirous of amending the Plan to reflect the change in the stock which
comprises the subject matter of the Plan.
NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
to read as follows:
1. PURPOSE AND SCOPE
The purpose of this Plan is to promote the interests of the
Bank and the shareholders of the Holding Company by strengthening the ability of
the Bank to attract and retain key officers and directors by furnishing
additional incentives whereby such present and future officers, key employees
and directors may be encouraged to acquire, or to increase their acquisition of,
the Stock, thus maintaining their personal and proprietary interest in the
Bank's continued success and progress. The Plan provides for the grant of
Incentive Stock Options and the grant of Nonstatutory Stock Options in
accordance with the terms and conditions set forth below.
8
<PAGE> 2
2. DEFINITIONS
Unless otherwise required by the context:
2.01 "BOARD" shall mean the Board of Directors of the Holding
Company.
2.02 "COMMITTEE" shall mean the Stock Option Plan Committee, which
consists of three members appointed by the Board.
2.03 "BANK" shall mean TIB Bank of the Keys, a Florida corporation,
and any subsidiary corporation thereof.
2.04 "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
2.05 "HOLDING COMPANY" shall mean TIB Financial Corp., a Florida
corporation which owns 100 percent of the Bank.
2.06 "INCENTIVE STOCK OPTION" shall mean a right to purchase stock,
granted pursuant to the Plan, which qualifies under Section 422 of the Code and
Treasury Regulations issued thereunder.
2.07 "NONSTATUTORY STOCK OPTION" shall mean a right to purchase
Stock, granted pursuant to the Plan, which does not qualify under Section 422
of the Code and Treasury Regulations issued thereunder.
2.08 "OPTION" shall mean either an Incentive Stock Option or Non-
statutory Stock Option.
2.09 "OPTION PRICE" shall mean the purchase price for Stock under
an Incentive Stock Option or Nonstatutory Stock Option, as determined in
Section 6 below.
2.10 "PARTICIPANT" shall mean anyone to whom an Incentive Stock
Option or Nonstatutory Stock Option is granted under the Plan.
2.11 "PLAN" shall mean this TIB Bank of the Keys Incentive Stock
Option Plan and Nonstatutory Stock Option Plan, as amended and restated, and as
hereafter amended from to time.
2.12 "STOCK" shall mean the common stock of TIB Financial Corp.
9
<PAGE> 3
3. STOCK TO BE OPTIONED
Subject to the provisions of Section 14 of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
978,000 shares. Such shares may be treasury, or authorized, but unissued, shares
of Stock. If any Incentive Stock Option or Nonstatutory Stock Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full, the shares not purchased shall again be available for option
for the purposes of the Plan.
4. ADMINISTRATION
The Plan shall be administered by the Committee. Two members
of the Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to the participation in the
Plan by employees and directors of the Bank, and with respect to the extent of
that participation. The interpretation and construction of any provision of the
Plan by the Committee shall be final, unless otherwise determined by the Board.
No member of the Board or the Committee shall be liable for any action or
determination made by him in good faith.
5. ELIGIBILITY
The Board, upon recommendation of the Committee, may grant
Nonstatutory Stock Options to any director and Incentive Stock Options or
Nonstatutory Stock Options to any officer, key executive, administrative or
other employee (including an employee who is a director of the Bank). Options
may be awarded by the Board at any time and from time to time to new
Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as the Board,
upon recommendation by the Committee shall determine. Options granted at
different times need not contain similar provisions.
6. OPTION PRICE
The purchase price for stock under each Nonstatutory Stock
Option shall be 100 percent of the fair market value of the Stock at the time
the Option is granted, unless the Committee determines otherwise. Except as set
forth in Section 8.02 hereof, the purchase price for stock under each Incentive
Stock Option shall be 100 percent of the fair market value of the Stock at the
time the Incentive Stock Option is granted, unless the Committee determines
otherwise.
7. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by
the Board and shall be evidenced by a Stock Option Agreement in such form as the
Board, upon recommendation
10
<PAGE> 4
of the Committee, shall from time to time approve. Such agreements shall comply
with and be subject to the following terms and conditions.
7.01 EMPLOYMENT AGREEMENT. The Board may, in its discretion,
include in any Option granted under the Plan a condition that the
Participant shall agree to remain in the employ of, or to render services to,
the Bank for a period of time (specified in the agreement) following the date
the Option is granted. No such agreement shall impose upon the Bank, however,
any obligation to employ the Participant for any period of time.
7.02 NON-COMPETITION. The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant agree not to
compete with the Bank for a specific period of time and/or within a specific
geographic area.
7.03 TIME AND METHOD OF PAYMENT. The Option Price shall be paid in
cash at the time an Option is exercised under the Plan. Promptly after the
exercise of an Option and the payment of the full Option Price in cash, the
Participant shall be entitled to the issuance of a stock certificate evidencing
his ownership of such shares of Stock. A Participant shall have none of the
rights of a shareholder until shares are issued to him, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
7.04 NUMBER OF SHARES. Each Option shall state the total number of
shares of Stock to which it pertains.
7.05 OPTION PERIOD AND LIMITATIONS ON EXERCISE OF OPTIONS. The
Board may, in its discretion, provide that an Option may not be exercised in
whole or in part for any period or periods of time specified in the Option
Agreement. Except as provided in the Option Agreement, an Option may be
exercised in whole or in part at any time during its term. No Option may be
exercised after the expiration of ten years from the date it is granted. No
Option may be exercised for a fractional share of Stock.
8. PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS
It is intended that Incentive Stock Options granted under the
Plan shall constitute Incentive Stock Options within the meaning of Section 422
of the Code. The following provisions are applicable to any Incentive Stock
Option granted under the Plan.
8.01 TERM OF INCENTIVE STOCK OPTION. No Incentive Stock Option
shall be exercisable prior to the date one year, or after the date ten years,
from the date such Incentive Stock Option is granted.
8.02 TEN PERCENT SHAREHOLDER. Notwithstanding any other provision
herein contained, no Participant may receive an Incentive Stock Option under
the Plan if such Participant, at the time the award is granted, owns (as defined
in Section 424(d) of the Code)
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<PAGE> 5
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Holding Company, unless the Option Price for such
Incentive Stock Option is at least 110 percent of the fair market value of the
Stock subject to such Incentive Stock Option on the date of the grant and such
Incentive Stock Option is not exercisable after the date five years from the
date such Incentive Stock Option is granted.
8.03 LIMITATION ON AMOUNTS. The aggregate fair market value
(determined with respect to each Incentive Stock Option as of the time such
Incentive Stock Option is granted) of the Stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000.
8.04 GRANT OF INCENTIVE STOCK OPTION. An Incentive Stock Option
granted pursuant to this Plan must be granted within ten years from the date
the Plan was adopted or the date the Plan was approved by Bank shareholders,
whichever was earlier.
9. EXERCISE OF OPTIONS
The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be exercisable,
subject to the applicable provisions of the Plan. Notwithstanding the generality
of the foregoing, however, if a Participant is (1) discharged from employment
with the Bank, or (2) in the case of a director who is not an employee of the
Bank, removed from the Board, in either case, for "just cause" (as hereinafter
defined) at any time, any unexercised Option, or portion thereof, held by such
Participant, shall be forfeited. For this purpose, "just cause" shall mean
theft, fraud, or embezzlement, as determined by a court of competent
jurisdiction, or willful misconduct causing property damage to the Bank of at
least $5,000, as determined by the Committee.
10. TERMINATION OF EMPLOYMENT
Following the date of cessation of employment with the Bank, a
Participant may, at any time within three months following his cessation of
employment, exercise his Options to the extent that he was entitled to exercise
them on the date of cessation of employment, but in no event shall any Option be
exercisable more than ten years from the date it was granted. In the sole
discretion of the Committee, the Stock Option Agreement may provide that should
the Participant engage in employment or activities contrary, in the opinion of
the Committee, to the best interests of the Bank or any of its subsidiaries,
then any Option grant to the Participant pursuant to the terms of this Plan
shall be deemed null and void as of the date of such grant. The Committee shall
determine in each case whether a termination of employment shall be considered a
retirement with the consent of the Bank or a subsidiary, and, subject to
applicable law, whether a leave of absence shall constitute a termination of
employment. Any such determination of the Committee shall be final and
conclusive, unless overruled by the Board.
12
<PAGE> 6
11. RIGHTS IN EVENT OF DEATH
If a Participant dies while employed by the Bank, or any of
its subsidiaries, or within three months after having retired with the consent
of the Bank or any of its subsidiaries, without having fully exercised his
Options, the executors or administrators, or legatees or heirs, of his estate
shall have the right to exercise such Options to the extent that such deceased
Participant was entitled to exercise the Options on the date of his death;
provided, however, that in no event shall the Options be exercisable more than
ten years from the date they were granted.
12. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.
13. NON-ASSIGNABILITY
Options shall not be transferable other than by will or under
applicable state laws of descent and distribution, and during a Participant's
lifetime shall be exercisable only by such Participant.
14. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for Options
under the Plan, the shares subject to any Option, and the price per share shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Holding Company. If the
Holding Company shall be the surviving corporation in any merger or
consolidation, any Option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the Option would have
been entitled after the merger or consolidation. Upon dissolution or liquidation
of the Holding Company, or upon a merger or consolidation in which the Holding
Company is not the surviving corporation, all Options outstanding under the Plan
shall terminate; provided, however, that each Participant (and each other person
entitled under Section 11 to exercise an Option) may have the right, immediately
prior to such dissolution or liquidation, or such merger or consolidation, to
exercise such Participant's Options in whole or in part, regardless of the
extent to which the Participant's Options are otherwise vested under the terms
of the Plan.
15. EFFECT OF REORGANIZATION
Notwithstanding anything in Section 14 hereof to the contrary,
unexercised Options outstanding as of the effective date of this Amendment and
Restatement shall continue
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<PAGE> 7
in full force and effect; provided, that upon exercise of the Option, the
Participant in question shall receive, in exchange for payment to the Holding
Company of the aggregate Option Price set forth in the Option, the number of
shares of Stock he would have had on the date of exercise had the shares of Bank
common stock subject to such Option been purchased for the same aggregate price
at the date the Option was granted and had not been disposed of, taking into
consideration the reorganization of the Bank and the Holding Company and the
share exchange effected in consummation thereof.
16. AMENDMENT AND TERMINATION
Neither the Board nor the Committee may, without the consent
of the holder of an Option, alter or impair any Option previously granted under
the Plan, except as authorized herein. Unless sooner terminated, the Plan shall
remain in effect for a period of ten years from the earlier of the date of the
Plan's adoption by the Board or approval by the Bank shareholders. Termination
of the Plan shall not affect any Option previously granted.
With respect to any shares of Stock to which Options have not
been granted under the Plan, the Board, without further action on the part of
the shareholders of the Holding Company, may from time to time alter, amend, or
suspend certain provisions of the Plan except that it may not, without the
approval of the shareholders of the Holding Company: (i) change the number of
shares of Stock available for grant under the Plan (ii) extend the duration of
the Plan, (iii) increase the maximum term of Incentive Stock Options under the
Plan, (iv) decrease the minimum Option Price of Incentive Stock Options, (v)
change the class of Bank employees eligible to be granted Incentive Stock
Options under the Plan, or (vi) effect a change relating to Incentive Stock
Options granted under the Plan which is inconsistent with Section 422 of the
Code or Treasury Regulations issued thereunder.
17. AGREEMENT AND REPRESENTATION OF EMPLOYEES
As a condition to the exercise of any portion of an Option,
the Holding Company may require the person exercising such Option to represent
and warrant at the time of such exercise that any shares of Stock acquired at
exercise are being acquired only for investment and without any present
intention to sell or distribute such shares, if, in the opinion of counsel for
the Holding Company, such a representation is required under the Securities Act
of 1933 or any other applicable law, regulation, or rule of any governmental
agency.
18. RESERVATION OF SHARES OF STOCK
The Holding Company, during the term of this Plan, will at all
times reserve and keep available, and will seek or obtain from any regulatory
body having jurisdiction any requisite authority necessary to issue and to sell,
the number of shares of Stock that shall be sufficient to satisfy the
requirements of this Plan. The inability of the Holding Company to obtain from
any regulatory body having jurisdiction the authority deemed necessary by
counsel for the Holding Company for the lawful issuance and sale of its Stock
hereunder shall relieve
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<PAGE> 8
the Holding Company of any liability in respect to the failure to issue or sell
Stock as to which the requisite authority has not been obtained.
19. WITHHOLDING TAXES
Whenever under the Plan shares of Stock are to be issued upon
the exercise of Options thereunder, the Holding Company shall have the right to
require the Optionee to remit to the Holding Company an amount sufficient to
satisfy federal, state and local withholding tax requirements, if any, prior to
the delivery of any stock certificate or certificates for such shares. Whenever
under the Plan payments are made in cash, such payment shall be net of an amount
sufficient to satisfy federal, state and local withholding tax requirements.
20. EFFECTIVE DATE OF PLAN
The Plan was initially effective March 22, 1994, and shall be
effective, as amended and restated, on August 31, 1996.
15
<PAGE> 1
EXHIBIT 5
OPINION OF HOLLAND & KNIGHT
AS TO LEGALITY OF THE SECURITIES BEING REGISTERED
16
<PAGE> 2
[LETTERHEAD OF HOLLAND & KNIGHT LLP]
July 1, 1997
TIB Financial Corp.
99451 Overseas Highway
Key Largo, Florida 33037-7808
Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8 prescribed pursuant to the Securities Act of 1933, to be
filed by TIB Financial Corp. (the "Company") with the Securities and Exchange
Commission, under which up to 869,610 additional shares of the Company's Common
Stock, $0.10 par value common stock ("Option Shares") are to be registered for
issuance pursuant to the TIB Financial Corp. Incentive Stock Option Plan and
Nonstatutory Stock Option Plan (the "Plan").
In consideration with the foregoing registration, we have acted as
counsel for the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed it necessary to require as a basis for the opinion hereafter expressed.
Based upon the foregoing, and having regard for legal consideration
that we deem relevant, it is our opinion that the Option Shares when issued upon
the exercise of the stock options relating thereto, will be duly authorized,
legally issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibits 5 and 23.1
to the Registration Statement and to the reference to our name in the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whole consent is required under Section 7 of the
Securities Act of 1933.
Yours truly,
/s/ Holland & Knight LLP
-------------------------
HOLLAND & KNIGHT
17
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
TIB Financial Corp.
We consent to the incorporation by reference in the registration
statement on Form S-8 of TIB Financial Corp. of our report dated February 2,
1996, relating to the consolidated balance sheets of TIB Financial Corp. and
subsidiaries as of December 31, 1995, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for each of the years in the
two-year period then ended, which report appears in the Registration Statement
of TIB Financial Corp. on Form S-1 (No. 333-24101).
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
-------------------------
Miami, Florida
June 19, 1997
18
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 21, 1996, except for Note O,
as to which the date is February 25, 1997, accompanying the consolidated
financial statements included in the Registration Statement of TIB Financial
Corp. on Form S-1 (file No. 333-24101). We hereby consent to the incorporation
by reference of said report in the Registration Statement of TIB Financial Corp.
on Form S-8.
BRICKER & MELTON, P.A.
/s/ Bricker & Melton, P.A.
--------------------------
Duluth, Georgia
June 19, 1997
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