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As filed with the Securities and Exchange Commission on September 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLORIDA BANKS, INC.
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(Exact name of registrant as specified in its charter)
Florida 58-2364573
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
4110 Southpoint Boulevard, Suite 212, Jacksonville, Florida 32216-0925
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(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN
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(Full Title of the Plan)
CHARLES E. HUGHES, JR.
President and Chief Executive Officer
4110 Southpoint Boulevard, Suite 212
Jacksonville, Florida 32216-0925
(904) 296-2122
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(Name, address, telephone number, including
area code, of agent for service)
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Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100, Promenade II
Atlanta, Georgia 30309-3592
(404) 815-3731
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Options and Shares of
$.01 par value 900,000 $8.375 $7,537,500 $2,223.57
Common Stock Shares
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
reported prices of the Common Stock on the Nasdaq National Market on
September 21, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters 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 such documents:
1. The Company's latest Prospectus filed pursuant to Rule 424(b),
including the audited financial statements contained therein,
as filed with the Commission on July 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998; and
3. The Company's Registration Statement on Form 8-A, as filed
with the Commission on July 24, 1998, to register the
Company's $.01 par value Common Stock under Section 12(g) of
the Securities Exchange Act of 1934, as amended, which
Registration Statement contains a description of the Common
Stock.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As provided under Florida law, the Company's Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty of care or any other duty
owed to the Company as a director if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that such provision shall not eliminate or limit
the liability of a director (i) for a violation of the criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (ii) for any transaction
from which the director derived an improper personal benefit, (iii) for unlawful
distributions to shareholders of the Company in violation of Section 607.06401
of the FBCA, or (iv) for willful misconduct or a conscious disregard for the
best interests of the Company in a proceeding by or in the right of the Company
to procure judgment in its favor or in a proceeding by or in the right of a
shareholder.
Article VI of the By-Laws provides that the Company shall indemnify a
director who has been successful in the defense of any proceeding to which he
was a party or in defense of any claim, issue or matter therein because he is or
was a director of the Company, against reasonable expenses incurred by him in
connection with such defense.
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The By-Laws also provide that the Company is required to indemnify any
director, officer, employee or agent made a party to a proceeding because he is
or was a director, employee or agent against liability incurred in the
proceeding if he acted in a manner he believed in good faith or to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) a majority of a committee of disinterested directors, (c) independent legal
counsel, or (d) an affirmative vote of a majority of shares held by
disinterested stockholders. No indemnification may be made to or on behalf of a
director, officer, employee or agent in connection with a proceeding by or in
the right of the Company in which such person was adjudged liable to the
Company.
The Company maintains director and officer liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this Item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from a Registration Statement on Form S-1 under the Securities Act of 1933 for
the Company Registration No. 333-50867 (referred to as "S-1"). The exhibit
numbers correspond to the exhibit numbers in the referenced document.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- --------------------------------------------------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
*10.2 Registrant's 1998 Stock Option Plan (S-1).
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to
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the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 Act 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Jacksonville, State of Florida, on this 18th day
of September, 1998.
FLORIDA BANKS, INC.
By:/s/ Charles E. Hughes, Jr.
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Charles E. Hughes, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles E. Hughes, Jr. and T. Edwin
Stinson, Jr. or any of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, including a Registration Statement filed under Rule 462(b) of the
Securities Act of 1933, as amended, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
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 attorneys-in-fact and agents or any of them, or their 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ M.G. Sanchez
- ----------------------------------------------------- Chairman of the Board September 21, 1998
M.G. Sanchez
/s/ Charles E. Hughes, Jr.
- ----------------------------------------------------- President, Chief Executive September 18, 1998
Charles E. Hughes, Jr. Officer and Director
(Principal Executive
Officer)
/s/ T. Edwin Stinson, Jr.
- ----------------------------------------------------- Chief Financial Officer, September 18, 1998
T. Edwin Stinson, Jr. Secretary and Treasurer
(Principal Accounting Officer)
and Director
/s/ Nancy B. LaFoy
- ----------------------------------------------------- Director September 21, 1998
Nancy E. LaFoy
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ T. Stephen Johnson
- ----------------------------------------------------- Vice-Chairman of the Board September 21, 1998
T. Stephen Johnson and Director
- ----------------------------------------------------- Director September __, 1998
Clay M. Biddinger
- ----------------------------------------------------- Director September __, 1998
P. Bruce Culpepper
- ----------------------------------------------------- Director September __, 1998
J. Malcolm Jones, Jr.
- ----------------------------------------------------- Director September __, 1998
W. Andrew Krusen, Jr.
- ----------------------------------------------------- Director September __, 1998
Wilford C. Lyon, Jr.
/s/ David McIntosh
- ----------------------------------------------------- Director September 21, 1998
David McIntosh
/s/ John S. McMullen
- ----------------------------------------------------- Director September 18, 1998
John S. McMullen
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Deloitte & Touche, LLP.
</TABLE>
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EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL, LLP
ATTORNEYS AT LAW
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
TELEPHONE ATLANTA, GEORGIA 30309-3592
(404) 815-3500 -------- WEBSITE
FACSIMILE www.sgratl.com
(404) 815-3509 Established 1893
September 22, 1998
Board of Directors
Florida Banks, Inc.
Suite 212, 4110 Southpoint Boulevard
Jacksonville, Florida 32216
RE: Florida Banks, Inc.
Registration Statement on Form S-8
900,000 Shares of Common Stock
1998 Stock Option Plan
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Gentlemen:
We have acted as counsel for Florida Banks, Inc. (the "Company") in
connection with the registration of 900,000 shares of its $.01 par value Common
Stock (the "Shares") reserved to the Company's 1998 Stock Option Plan, as
amended (the "Plan") pursuant to a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"), covering the Shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of Florida;
(2) The Bylaws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Secretary of State of the State of Florida; and
(5) The Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission pursuant to the Act (the
"Registration Statement").
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Board of Directors
Florida Banks, Inc.
September 14, 1998
Page 2
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the
State of Florida and is validly existing under the laws of
that state.
(B) The 900,000 Shares covered by the Registration Statement have
been legally authorized by the Company and when sold in
accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Terry F. Schwartz
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Terry Ferraro Schwartz
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Florida Banks, Inc.
Jacksonville, Florida
We consent to the incorporation by reference in this Registration
Statement of Florida Banks, Inc. on Form S-8 of our report 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. 333-50867 of Florida
Banks, Inc. on Form S-1, as amended, as originally filed with the Securities and
Exchange Commission on April 23, 1998.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
DELOITTE & TOUCHE, LLP
/s/ Deloitte & Touche, LLP
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Jacksonville, Florida
September 21, 1998
