As filed with the Securities and Exchange Commission on January 13, 1998
Registration File No. 333-44161
================================================================================
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
---------------------------------
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
---------------------------------------------------------
(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
==================================================================================================
<S> <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.
================================================================================
<PAGE>
PSB BANCGROUP, INC.
SUPPLEMENT NO. 1
TO PROSPECTUS DATED JUNE 7, 1998
PSB BancGroup began offering its 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. In accordance with the terms of the offering, if the minimum
number of shares has not been sold by December 7, 1998, the offering will
terminate.
We have the corporate authority to extend the offering beyond the original 180
day period. To do so, however, we must return subscription funds received during
the offering, promptly after the expiration of the offering, unless subscribers
notify us in writing prior to the expiration date of December 7, 1998, that they
wish to reaffirm their original subscription.
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 Rescission
Offer Form. Any subscriber who has not executed and returned a Rescission Offer
Form to us by the close of business December 7, 1998, will receive, on or about
December 10, 1998, a refund of their subscription funds.
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 will 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
additional units purchased by organizers will be on the same terms and
conditions as all subscribers.
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.
The date of this supplement is November 30, 1998.
<PAGE>
RESCISSION OFFER
[PSB BancGroup, Inc. logo]
- --------------------------------------------------------------------------------
PSB BancGroup, Inc. has amended the terms of its common stock offering as
disclosed in the Prospectus supplement dated June 8, 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 addresses
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 Rescission Offer 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 acknowledges that he/she/we understand(s) the meaning and
consequences of the authorization granted and he/she/we hereby agree(s) 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
Please return this Rescission Offer Form in the enclosed self-addressed and
stamped envelope or by facsimile at (904) 754-0919 before December 7, 1998.
- --------------------------------------------------------------------------------
Post Office Box 2199, Lake City, Florida 32056-2199
<PAGE>
PSB BANCGROUP, INC.
(A Development Stage Company)
Index to Financial Statements
Page
----
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
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)
---------
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,
-------------
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)
<S> <C>
Cash flows used in administrative activities during the development stage:
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
OnOctober 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
The Company has appointed one of its Organizers as the President and Chief
Executive Officer of the Company.
(4) Commitments
The Company 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
The Company 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
The Company'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
In1998, 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>
Exhibits Schedule
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description of Exhibit
------ ----------------------
*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
<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 25th day of November, 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. 1 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 November ___, 1998
- -----------------------------
John W. Burns, III
* /s/ Robert W. Woodard Director November 25, 1998
- -----------------------------
Robert M. Eadie President and Chief Financial Officer
* /s/ Robert W. Woodard Director November 25, 1998
- -----------------------------
Shilpa U. Mhatre
* /s/ Robert W. Woodard Director November 25, 1998
- -----------------------------
Alton C. Milton, Sr. Chairman of the Board
* /s/ Robert W. Woodard Director November 25, 1998
- -----------------------------
Alton C. Milton, Jr.
* /s/ Robert W. Woodard Director November 25, 1998
- -----------------------------
Andrew T. Moore
/s/ Robert W. Woodard Director, President November 25, 1998
- -----------------------------
Robert W. Woodard and Chief Executive Officer
</TABLE>
* 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.
<PAGE>
EXHIBIT 23.2
Consent of
Hacker, Johnson, Cohen & Grieb
<PAGE>
Accountants' Consent
PSB BancGroup, Inc.
Lake City, Florida:
We consent to the use of our report dated June 1, 1998 on the balance
sheet of PSB BancGroup, Inc. as of December 31, 1997 and the related statements
of operations, stockholders' equity and cash flows for the period from June 30,
1997 to December 31, 1997, included in the Prospectus of the Post Effective
Amendment No. 1 to Registration Statement of PSB BancGroup, Inc. on Form SB-2
and to the reference to our firm under the heading "Experts" in the Prospectus.
/s/ Hacker, Johnson, Cohen, & Grieb PA
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
November 25 , 1998
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
Thi schedule contains summary financial information extracted from financial
statements at September 30, 1998 and for the period from January 1, 1998 to
September 30, 1998 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 3
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 9
<DEPOSITS> 0
<SHORT-TERM> 200
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> (191)
<TOTAL-LIABILITIES-AND-EQUITY> 9
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> (274)
<INCOME-PRETAX> (274)
<INCOME-PRE-EXTRAORDINARY> (274)
<EXTRAORDINARY> 0
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<NET-INCOME> (274)
<EPS-PRIMARY> 0
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<YIELD-ACTUAL> 0
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<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
