As originally filed with
the Securities and Exchange Commission on January 13, 1998
Registration File No. 333-44161
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SECURITIES AND EXCHANGE COMMISSION
------------------------------------
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PSB BANCGROUP, INC.
(Name of small business issuer in its charter)
Florida 6712 59-3454146
- ------------------------------ --------------------------- -------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
500 South First Street
Lake City, Florida 32025
(904) 754-0002
------------------------------------
(Address and telephone number
of principal executive offices)
Robert W. Woodard
President and Chief Executive Officer
500 South First Street
Lake City, Florida 32025
(904) 754-0002
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(Name, address and telephone number of agent for service)
Copies Requested to:
Herbert D. Haughton, Esq. or A. George Igler, Esq
Igler & Dougherty, P.A.
1501 Park Avenue East
Tallahassee, Florida 32301
(850) 878-2411
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an Offering pursuant
to rule 462(b) under the Securities Act, please 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 the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum
of securities to be offering aggregate Amount of
to be registered registered(1) price offering price registration fee
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<S> <C> <C> <C> <C> <C>
Common Stock $. 01 par value 1,200,000 $9.00(2) $10,800,000(3) $3,186.00
Warrants 600,000 $0.00 $0 $0.00
Units 600,000 $9.00 $0 $0.00(4)
==================================== ======================== ======================= ======================= ====================
</TABLE>
(1) Common Stock ("Shares") and Warrants are to be issued during the Offering
Period in Units. Units will contain one Share and one Warrant to purchase
one additional share of Common Stock. Units will not be issued or
certificated, Shares and Warrants will be issued and certificated
separately. The minimum number of Units which may be purchased is 500
Units.
(2) Maximum purchase price of stock to be issued pursuant to the Warrants
registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of the proposed maximum offering price per Share.
(4) Fee for Units has been included in the $3,186.00 registration fee for
Common Stock.
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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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<PAGE>
PSB BANCGROUP, INC.
SUPPLEMENT NO. 1
TO PROSPECTUS DATED JUNE 7, 1998
PSB BancGroup is extending its offer beyond the December 7, 1998, expiration
date. In order to do so we must return all subscription funds received and
resolicit subscriptions unless subscribers reaffirm their original subscription.
Those subscribers who do not reaffirm their original subscriptions will receive
a refund promptly after December 7, 1998. The following information is intended
to assist you in making your decision whether or not to reaffirm your
subscription.
We began offering our shares to the public on June 7, 1998. The initial
offering period expired on September 7, 1998, unless we extended the period for
up to an additional 90 days. Prior to September 7, 1998, our board of directors
extended the offering to December 7, 1998. We did so in order to have additional
time to sell the minimum number of shares. As of the date of this supplement, we
still have not sold the minimum number of shares required to break escrow. We
are approximately $1.5 million short of the approximately $4,325,000 needed. If
the minimum number of shares has not been sold by December 7, 1998 the offering
will terminate unless extended by our board.
Our board of directors voted on November 24, 1998, to amend our Registration
Statement No. 333- 44161, to extend the offering for a period of six months from
December 7, 1998 or until June 7, 1999, in order to sell the minimum number of
required shares. The board also voted to direct our management to provide each
subscriber with a copy of this prospectus supplement along with a new
subscription offer form. Any subscriber who has not executed and returned a new
subscription offer form by the close of business December 7, 1998, will receive
a refund of their subscription funds on or about December 11, 1998.
We have incurred approximately $368,000 in total organizational expenses
through September 30, 1998, and will continue to incur such expenses at the rate
of approximately $23,000 per month until the minimum amount of shares needed is
sold in order to break escrow. Included with this supplement are our unaudited
financial statements for the nine months ended September 30, 1998.
Organizers have subscribed for 135,466 units representing 28% of the total
minimum units in the offering. We expect the organizers to reaffirm their
subscriptions. Further, the organizers and proposed directors have indicated
that they may be willing to subscribe for up to 50% of the minimum units in the
offering if necessary to help PSB achieve the minimum subscription level
necessary to release subscription funds from escrow. Any units purchased by
these individuals in excess of their original indications would be purchased for
investment and not with a view to resell such units. Because purchases by these
persons may be substantial, investors should not place any reliance on the sales
of a specified minimum offering amount as an indication of the merits of this
offering or that such a person's investment decision is shared by unaffiliated
investors. Any units purchased by organizers will be on the same terms and
conditions as all subscribers.
The date of this supplement is December 1, 1998.
<PAGE>
[GRAPHIC OMITTED]
NEW SUBSCRIPTION OFFER
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PSB BancGroup, Inc. has amended the terms of its common stock offering. The
amendments were contained in our prospectus supplement dated December 1, 1998.
PSB considers the amendment to be a material change in the offering and,
therefore, will automatically refund the subscription proceeds that have been
received prior to the date of the supplement with interest unless a subscriber
advises otherwise. A subscriber who does not want to rescind his or her
subscription may do so by signing and returning this form by mail to PSB at the
address below or by facsimile to (904) 754-0919. This subscription confirmation
form must be received by PSB no later than 5:00 p.m., local time, on or before
December 7, 1998, in order for us to be able to retain your original stock
subscription.
The undersigned hereby acknowledges that I/we do not wish to rescind
my/our subscription agreement for ____________ shares of PSB common stock.
By signing below, the undersigned accepts the amendment to extend
the offering as disclosed in the supplement, receipt of which is hereby
acknowledged, and authorizes the escrow agent, the Independent Bankers Bank of
Florida, to retain the subscription funds deposited on my/our behalf, until
receipt by the escrow agent of certification that the offering conditions have
been met or the offering has terminated.
The undersigned understands the meaning and consequences of the
authorization granted and hereby agrees to indemnify and hold harmless the
escrow agent from and against any and all loss, damage, or liability due to or
resulting from the proper transfer of my/our subscription funds to PSB in
accordance with the offering terms as amended.
Total Number of Original Shares: _____ At $9.00 per share = $____________
Name: ________________________________
Name: ________________________________
Signed this _____ day of ________________, 1998.
__________________________
Subscriber
__________________________
Subscriber
- - -
Label
- - -
Please return this new subscription offer form in the enclosed
self-addressed and stamped envelope or by facsimile at (904)
754-0919 before December 7, 1998.
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Post Office Box 2199, Lake City, Florida 32056-2199
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Index to Financial Statements
<TABLE>
<CAPTION>
Page
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<S> <C>
Balance Sheet at September 30, 1998 (unaudited)..........................................................................F-2
Statement of Operations for the Period from January 1, 1998 to
September 30, 1998 (unaudited)...................................................................................F-3
Statement of Changes in Stockholders' Equity (Deficit) for the Period from
January 1, 1998 to September 30, 1998 (unaudited)...F-4
Statement of Cash Flows for the Period from January 1, 1998 to
September 30, 1998 (unaudited)...................................................................................F-5
Notes to Financial Statements as of September 30, 1998 (unaudited) and for the
Period from January 1, 1998 to September 30,
1998 (unaudited)...........................................................................................F-6 - F-7
</TABLE>
All schedules have been omitted because of the absence of the conditions under
which they are required or because the required information is included in the
financial statements and related notes.
F-1
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Balance Sheet
September 30,
-------------
1998
----
(unaudited)
Assets
Cash ..................................................... $ 2,760
Other assets ............................................. 6,700
---------
Total ......................................... $ 9,460
=========
Liabilities and Stockholders' Deficit
Line of credit ........................................... 200,000
---------
Commitments (Note 4)
Stockholders' deficit:
Preferred stock, $.01 par value, 2,000,000 shares
authorized, none issued and outstanding ....... --
Common stock, $.01 par value, 8,000,000 shares
authorized, 3,942 shares issued and outstanding 40
Additional paid-in capital ....................... 177,350
Accumulated deficit .............................. (367,930)
---------
Total stockholders' deficit ................... (190,540)
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Total ......................................... $ 9,460
=========
See Accompanying Notes to Financial Statements.
F-2
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Statement of Operations
Period from
January 1,
1998 to
September 30,
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1998
----
(unaudited)
Interest income ........................................... $ 467
Organizational expenses ....................................... 273,884
-------
Net loss ............................................ $(273,417)
---------
See Accompanying Notes to Financial Statements.
F-3
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
Period from January 1, 1998 to September 30, 1998 (unaudited)
<TABLE>
<CAPTION>
Total
Additional Stockholders'
Common Paid-In Accumulated Equity
Stock Capital Deficit (Deficit)
----- ------- ------- ---------
<S> <C> <C> <C> <C>
Balance at December 31, 1997.................................. $ 40 177,350 (94,513) 82,877
Net loss (unaudited).......................................... - - (273,417) (273,417)
---- ------------ ------- -------
Balance at September 30, 1998 (unaudited)..................... $ 40 177,350 (367,930) (190,540)
== ======= ======= =======
</TABLE>
See Accompanying Notes to Financial Statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
PSB BANCGROUP, INC.
(A Development Stage Company)
Statement of Cash Flows
Period from
January 1,
1998 to
September 30,
-------------
1998
----
(unaudited)
Cash flows used in administrative activities during the development stage:
<S> <C>
Net loss ................................................................................... $(273,417)
Adjustments to reconcile net loss to net cash
used by administrative activities during the
development stage-
Increase in other assets................................................................... (1,665)
---------
Net cash used in administrative activities
during the development stage........................................................... (275,082)
-------
Cash flows from financing activities-
Proceeds from line of credit.................................................................. 200,000
-------
Net decrease in cash.................................................................................. (75,082)
Cash at beginning of period........................................................................... 77,842
-------
Cash at end of period................................................................................. $ 2,760
========
Supplemental disclosures of cash flow information- Cash paid during period for:
Interest ................................................................................... $ 5,513
=========
Income taxes.................................................................................. $ -
=========
</TABLE>
See Accompanying Notes to Financial Statements.
F-5
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 1998 (unaudited)
(1) Summary of Significant Accounting Policies
General. The accompanying financial statements at September 30, 1998 and
for the nine-month period then ended is unaudited; however, in the
opinion of management, all adjustments necessary for the fair
presentation of the financial statements have been included. All such
adjustments are of a normal recurring nature. The results for the
nine months ended September 30, 1998 are not necessarily indicative
of the results which may be expected for the entire year.
PSB BancGroup, Inc. (the "Company") was incorporated on June 30, 1997
in the State of Florida. The Company has applied for and obtained
approval from the Board of Governors of the Federal Reserve System
("Board of Governors") to become a one-bank holding company and plans
to acquire 100% of the outstanding shares of Peoples State Bank (the
"Bank"), which is planned to be incorporated and organized in Lake
City, Florida. The operations of the Company, which initially are
intended to consist solely of the ownership of the Bank, have not
commenced as of September 30, 1998. Therefore, with the exception of
organizational costs which are being expensed when incurred,
accounting policies have not been established. The Company has
adopted a fiscal year end of December 31.
Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Common Stock Offering. As of September 30, 1998, the Company has sold
3,942 shares of common stock to its organizers for an aggregate of
$177,390. Such shares will be converted by the organizers into
unregistered shares on a one share for five shares basis at the time
the conditions of the offering have been met. In addition the
organizers will receive five warrants for each share converted. Each
warrant entitles the holder to purchase one share of common stock at
$ 9 per share.
Impact of New Accounting Principle. On January 1, 1998, the Company
adopted Statement of Financial Accounting Standards 130 - Reporting
Comprehensive Income which establishes standards for reporting
comprehensive income. The Standard defines comprehensive income as
the change in equity of an enterprise except those resulting from
stockholder transactions. All components of comprehensive income are
required to be reported in a new financial statement that is
displayed with equal prominence as existing financial statements. The
Company has no items of other comprehensive income therefore a
statement of comprehensive income is not presented.
(2) Organization
On October 1, 1997, the Organizers of the Company filed an application
for authority to organize a state-chartered bank with the Comptroller
of the State of Florida, Department of Banking and Finance which was
approved on January 21, 1998. The approval of this application
contained certain conditions. These conditions include, among other
things, the establishment of total capital accounts of not less than
$4,050,000 with not less than $2,100,000 allocated to common capital,
after all organizational and preopening expenses, and the approval by
the Board of Governors of the Federal Reserve System of the Company's
application to acquire the stock of the Bank as a registered bank
holding company.
(continued)
F-6
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Notes to Financial Statements, Continued
(3) Related Parties
TheCompany has appointed one of its Organizers as the President and
Chief Executive Officer of the Company.
(4) Commitments
TheCompany has entered into a purchase agreement dated October 20, 1997
to purchase a parcel of land for $170,000. The Bank intends to
construct its main office at this location. The Company closed on the
purchase of this property on October 30, 1998. The purchase was
financed with a loan from a financial institution for $165,000.
Interest on the loan is payable quarterly at prime +1% with principal
due in October, 1999.
Currently the Company is leasing an office trailer for $1,100 per
month. This lease expires in April, 1999 and management is currently
negotiating for a six to nine month extension.
(5) Sale of Common Shares and Warrants
TheCompany plans to offer a total of 600,000 shares of its common stock
to the public. (1) During the offering period shares will be included
in units with a unit consisting of one share of common stock and one
purchase warrant. The price per unit is expected to be $9. A total of
600,000 units will be offered for sale. Each warrant entitles the
holder thereof to purchase one share of additional common stock for
$9 per share during the 48 month period following the effective date
of the warrant certificate. (2) After the sale of 600,000 units has
been completed, 600,000 shares will be available to holders of the
warrants. However there can be no assurance given that any of the
warrants will be exercised. The Company expects to incur
approximately $26,000 in offering costs relating to this sale.
(6) Incentive Stock Option Plan
TheCompany's Board of Directors has adopted an Incentive Stock Option
Plan ("Plan"). The Plan will be contingent upon approval by the
Company's shareholders. The Plan will provide for the grant of
options at the discretion of a committee designated by the Board of
Directors to administer the Plan. The option exercise price must be
at least 100% (110% in the case of a holder of 10% or more of the
Common Stock) of the fair market value of the stock on the date the
option is granted and the options are exercisable by the holder
thereof in full at any time following a vesting period and prior to
their expiration in accordance with the terms of the Plan. The
Company's president's and the Bank's president's proposed Employment
Contracts contain a provision whereby they will be granted an option
to purchase 10,000 shares each of the Company's common stock under
this Plan.
(7) Line of Credit
In 1998, the Company obtained a line of credit of $250,000 from a
financial institution at an interest rate of Prime +1%.The line is
guaranteed by the Company's board of directors. At September 30,
1998, there was $200,000 outstanding under this line of credit.
F-7
<PAGE>
<TABLE>
<CAPTION>
Exhibits Schedule
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
*3.1 Articles of Incorporation of the Company (Appendix A to Prospectus)
*3.2 By-Laws of the Company
*4.1 Specimen Common Stock Certificate
*4.2 Specimen Warrant Certificate
*4.3 Escrow Agreement with Independent Bankers' Bank of Florida (Appendix B of Prospectus)
*4.4 Warrant Plan adopted by the Company on January 9, 1998
*4.5 Amended and Restated Warrant Plan adopted by the Company on March 25, 1998
*5.1 Opinion of Igler & Dougherty, P.A.
*10.1 Employment Agreement between the Company and Robert W. Woodard
*10.2 Land Purchase Agreement
*10.3 Addendum to Land Purchase Agreement
*10.4 Amended Employment Agreement between the Company and Robert W. Woodard
*23.1 Consent of Igler & Dougherty, P.A., included in the Opinion Letter
**23.2 Consent of Hacker, Johnson, Cohen & Grieb
*24 Power of Attorney (included in signature page to this Registration Statement)
**27 Financial Data Schedule
- ------------------------------------
* Denotes previously EDGAR filed as part of this Registration Statement, File
No. 333-44161.
** Previously filed with Post-Effective Amendment No. 1.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this post effective amendment No. 1 to Form SB-2
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 1st day of December, 1998.
PSB BANCGROUP, INC.
By: /s/ Robert W. Woodard
Robert W. Woodard
President, Chief Executive Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this post
effective amendment No. 2 to Form SB-2 registration statement No. 333-44161 has
been signed by the following person in the capacities and as of the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director December ___, 1998
John W. Burns, III
* /s/ Robert W. Woodard Director December 1, 1998
- ---------------------------------------- President and Chief Financial Officer
Robert M. Eadie
* /s/ Robert W. Woodard Director December 1, 1998
- ----------------------------------------
Shilpa U. Mhatre
* /s/ Robert W. Woodard Director December 1, 1998
- ---------------------------------------- Chairman of the Board
Alton C. Milton, Sr.
* /s/ Robert W. Woodard Director December 1, 1998
- ----------------------------------------
Alton C. Milton, Jr.
* /s/ Robert W. Woodard Director December 1, 1998
- ----------------------------------------
Andrew T. Moore
/s/ Robert W. Woodard Director, President December 1, 1998
- ----------------------------------------- and Chief Executive Officer
Robert W. Woodard
* Pursuant to Power of Attorney filed January 13, 1998, authorizing
Robert W. Woodard and Alton C. Milton, Sr., or either of them, as the
true and lawful attorneys-in-fact to sign all amendments to the Form SB-2
Registration Statement.
</TABLE>
