As filed with the Securities and Exchange Commission on June 25, 1997
Registration No. 333-18381
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
HARBOR FLORIDA BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 6712 65-0737675
(State or other jurisdiction Primary Standard Industrial I.R.S. Employer
of incorporation or Classification Code Number) Identification No.
organization)
100 S. Second Street
Fort Pierce, Florida 34950
(561) 461-2414
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael J. Brown, Sr.
100 S. Second Street
Fort Pierce, Florida 34950
(561) 461-2414
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of Communications to:
Raymond J. Gustini, Esq.
Peabody & Brown
1255 23rd St., N.W., Suite 800
Washington, D.C. 20037
(202) 973-7700
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: X
CALCULATION OF REGISTRATION FEE(3)
Title of each Proposed Proposed
class of Maximum Maximum
securities to Amount to be Offering Pric Aggregate Amount of
be Registered Registered(1) Per Unit (2) ffering Price(2) Registration
Fee
Common Stock,
$0.01 par value
per share 4,937,187 $32.75 $161,692,874.25 $48,998
(1) Based on the maximum number of shares to be issued in respect of the
same number of shares of Harbor Federal Savings Bank common stock outstanding
upon the consummation of the Reorganization described herein.
(2) Estimated solely for purposes of determining the registration fee and
based, in accordance with Rule 457(f)(1), upon the average of the prices of
common stock of Harbor Federal Savings Bank as reported by the NASDAQ on
December 18, 1996.
(3) Previously paid.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the city of Fort Pierce, state of
Florida, on June 25, 1997.
HARBOR FLORIDA BANCORP, INC.
By:/s/ Michael J. Brown
Michael J. Brown
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
NAME
TITLE
DATE
/s/Bruce R. Abernethy, Sr. Vice Chairman of the Board June 25, 1997
and Director
/s/Michael J. Brown, Sr. President and Chief Executive June 25, 1997
Officer and Director
/s/Richard K. Davis Director June 25, 1997
/s/Edward G. Enns Chairman of the Board and June 25, 1997
Director
/s/Frank H. Fee III Director June 25, 1997
/s/Richard B. Hellstrom Director June 25, 1997
/s/Richard N. Bird Director June 25, 1997
/s/Don W. Bebber Senior Vice President, June 25, 1997
Finance
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT NAME
2* Agreement and Plan of Reorganization
dated as of November 27, 1996 between
Harbor Federal Savings Bank, Harbor
Florida Bancorp, Inc. and Interim Harbor
Federal Savings Bank
3(a)* Certificate of Incorporation of Bancorp
3(b)* Bylaws of Bancorp
5(a) Opinion of Peabody & Brown
10(a)* Employment Agreement of Michael J. Brown,
Sr.
10(b)* Harbor Federal Savings Bank 1993
Incentive Stock Option Plan
10(c)* Harbor Federal Savings Bank Stock Option
Plan for Nonemployee Directors
10(d)* Harbor Federal Savings Bank Recognition
and Retention Plan
10(e)* Harbor Federal Savings Bank Outside
Directors' Recognition and Retention Plan
24(a) Consent of Peabody & Brown
_____________________
* Previously Filed
June 25, 1997
The Board of Directors
Harbor Florida Bancorp, Inc.
100 S. Second Street
Fort Pierce, FL 34540
The Board of Directors
Harbor Federal Savings Bank
100 S. Second Street
Fort Pierce, FL 34540
RE: Harbor Florida Bancorp, Inc. ("Bancorp")
Offering of Common Stock (the "Common Stock")
Dear Sirs:
This opinion is rendered to you in connection with the offering (the
"Offering") of Bancorp Common Stock pursuant to the Proxy Statement/Prospectus
dated January 16, 1997, which was filed with the Securities and Exchange
Commission (the "Commission") and the Office of Thrift Supervision.
We have acted as counsel to Bancorp and to Harbor Federal Savings Bank
("Harbor Federal") in connection with the Offering. We have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary for the purpose of rendering this opinion relating to the
authorization, issuance and sale of the Common Stock, including the
Certificate of Incorporation, the bylaws and all corporate proceedings of
Bancorp and the Agreement and Plan of Reorganization (the "Plan of
Reorganization") dated as of November 27, 1996, by and between Bancorp and
Harbor Federal upon the consummation of which Harbor Federal will become the
wholly-owned subsidiary of Bancorp.
The opinions hereinafter expressed are subject to the following
qualifications:
(a) We express no opinion herein concerning any law other than
the corporate laws of the State of Delaware and the federal laws of the United
States.
(b) We have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us.
(c) We have assumed that the actions contemplated to be taken
pursuant to the Plan of Reorganization will be taken.
On the basis of the foregoing and in reliance thereon, we are of the
opinion that:
(1) Bancorp is a corporation duly organized, existing and
in good standing under the laws of the State of Delaware.
(2) The shares of Bancorp Common Stock registered with the
Commission (when issued, sold and delivered as authorized and in accordance
with the Plan of Reorganization) will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement No. 33-18381 filed with the Commission and to the
references made to this firm under the heading "Legal Opinions" in the Proxy
Statement/Prospectus which is a part of the Registration Statement.
We have not been asked to, and we do not, render any opinion with
respect to any matters other than those expressly set forth above. Except as
noted above, this opinion is rendered for your use only, and may not be
delivered to or relied upon by any other person or entity without our express
written consent.
Very truly yours,
/s/PEABODY & BROWN
CONSENT OF PEABODY & BROWN
The Board of Directors
Harbor Federal Savings Bank
Harbor Florida Bancorp, Inc.
We hereby consent to the use of our firm's name in the Form S-4,
Registration Statement, and Amendments thereto as filed with the Securities
and Exchange Commission by Harbor Florida Bancorp, Inc and to the references
to our opinion therein under the heading "Legal Opinion."
/s/Peabody & Brown
Washington, D.C.
June 25, 1997
