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As filed with the Securities and Exchange Commission on August 6, 1998
Registration No. 333-60529
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
Amendment No. 1 to
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FLORIDA BANKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 6712 58-2364573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
4110 SOUTHPOINT BOULEVARD, SUITE 212, SOUTHPOINT SQUARE II
JACKSONVILLE, FLORIDA 32216-0925
(904) 296-2329
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CHARLES E. HUGHES, JR.,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FLORIDA BANKS, INC.
4110 SOUTHPOINT BOULEVARD, SUITE 212, SOUTHPOINT SQUARE II
JACKSONVILLE, FLORIDA 32216-0925
(904) 296-2329
(Name, address, including zip code and telephone number, including area code,
of agent for service) Copies to:
TERRY FERRARO SCHWARTZ, ESQ. A. GEORGE IGLER, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP IGLER & DOUGHERTY, P.A.
PROMENADE II, SUITE 3100 1501 PARK AVENUE EAST
1230 PEACHTREE STREET, N.E. TALLAHASSEE, FLORIDA 32301
ATLANTA, GEORGIA 30309 (850) 878-2411
(404) 815-3500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon the effective date of the merger of First National Bank of Tampa
with and into a wholly owned subsidiary of the Registrant. 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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock, $.01 par value 125,000 shares $10.00 (1) $1,250,000(3) $368.75 (2)
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(1) Supplements the maximum number of shares of the Registrant's Common
Stock to be issued in connection with the merger ("Merger") of First
National Bank of Tampa ("First National") with and into a wholly-owned
subsidiary of the Registrant. Pursuant to the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-51095), the
Registrant previously registered 1,250,000 shares of such shares of
Common Stock, with a proposed maximum aggregate offering price of
$13,750,000, based upon an estimated maximum offering price per share
of $11.00 (the mid-point of the estimated range with respect to the
initial public offering of the Registrant's Common Stock pursuant to a
Registration Statement on Form S-1 (Reg. No. 333-50867)). The filing
of this Registration Statement reflects the additional 125,000 shares
of Common Stock to be issued in connection with the Merger, based upon
the actual initial public offering price of $10.00, with an aggregate
of 1,375,000 shares of Common Stock issuable in connection with the
Merger. In accordance with Rule 416 under the Securities Act of 1933,
this Registration Statement shall also register any additional shares
of the Registrant's Common Stock which may become issuable to prevent
dilution resulting from stock splits, stock dividends or similar
transactions as provided by the agreement relating to the Merger.
(2) Previously paid pursuant to the Registrant's Registration Statement on
Form S-4 (Reg. No. 333-51095), as declared effective by the Commission
on July 9, 1998. As described in note (1) above, the maximum
aggregate offering price of the shares to be issued in connection with
the Merger remains $13,750,000, the maximum aggregate offering price
of the 1,250,000 shares registered pursuant to the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-51095); therefore, no
additional filing fee is required.
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This Registration Statement on Form S-4 amends the Company's earlier
Registration Statement on Form S-4, File No. 333-51095, as declared effective
by the Securities and Exchange Commission on July 10, 1998, which is
incorporated by reference, including all exhibits thereto. This Registration
Statement is being filed to register an additional 125,000 shares of the
Registrant's Common Stock pursuant to the Merger, based upon the $10.00 initial
offering price of the registrant's Common Stock; however, the maximum aggregate
consideration payable to First National shareholders pursuant to the Merger
remains $13,750,000.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with or incorporated by reference in this
Registration Statement:
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Smith, Gambrell & Russell, LLP*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Smith, Gambrell & Russell, LLP (included in Exhibits 5.1 and 8.1)*
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* Previously filed
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements of filing on Form S-4 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Jacksonville, State of Florida, on the 5th day of August, 1998.
FLORIDA BANKS, INC.
By: /s/ Charles E. Hughes, Jr.
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Charles E. Hughes, Jr.
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates stated:
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SIGNATURE TITLE DATE
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/s/ Charles E. Hughes, Jr. President and Chief Executive Officer August 5, 1998
- ------------------------------------------- (Principal Executive Officer) and Director
Charles E. Hughes, Jr.
/s/ T. Edwin Stinson Secretary and Treasurer (Principal Financial August 5, 1998
- ------------------------------------------- and Accounting Officer) and Director
T. Edwin Stinson
* Chairman of the Board August 5, 1998
- ------------------------------------------- Director
M.G. Sanchez
* Vice Chairman of the Board August 5, 1998
- ------------------------------------------- Director
T. Stephen Johnson
* Director August 5, 1998
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Clay M. Biddinger
* Director August 5, 1998
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P. Bruce Culpepper
* Director August 5, 1998
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J. Malcolm Jones, Jr.
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* Director August 5, 1998
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W. Andrew Krusen, Jr.
* Director August 5, 1998
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Wilford C. Lyon, Jr.
* Director August 5, 1998
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David McIntosh
* Director August 5, 1998
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John S. McMullen
*By: /s/ Charles E. Hughes, Jr. August 5, 1998
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As Attorney-in-Fact
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Florida Banks, Inc. on Form S-4 of our reports dated March 20, 1998 relating
to Florida Banks, Inc. and February 27, 1998 relating to First National Bank of
Tampa, appearing in Registration Statement No. 333-51095 of Florida Banks, Inc.
on Form S-4, as declared effective by the Securities and Exchange Commission on
July 9, 1998, and to the incorporation by reference in this Registration
Statement of Florida Banks, Inc. on Form S-4 of the references to us under the
headings "Selected Financial Data" and "Experts" appearing in Registration
Statement No. 333-51095 of Florida Banks, Inc. on Form S-4 as declared
effective by the Securities and Exchange Commission on July 9, 1998.
Deloitte & Touche LLP
Jacksonville, Florida
August 3, 1998
