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As filed with the Securities and Exchange Commission on August 3, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
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 on 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 10, 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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* To be filed by amendment
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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 3rd 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 3, 1998
- ------------------------------------------- (Principal Executive Officer) and Director
Charles E. Hughes, Jr.
/s/ Nancy E. LaFoy Secretary and Treasurer (Principal Financial August 3, 1998
- ------------------------------------------- and Accounting Officer) and Director
Nancy E. LaFoy
* Chairman of the Board August 3, 1998
- ------------------------------------------- Director
M.G. Sanchez
* Vice Chairman of the Board August 3, 1998
- ------------------------------------------- Director
T. Stephen Johnson
* Director August 3, 1998
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Clay M. Biddinger
* Director August 3, 1998
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P. Bruce Culpepper
* Director August 3, 1998
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J. Malcolm Jones, Jr.
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* Director August 3, 1998
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W. Andrew Krusen, Jr.
* Director August 3, 1998
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Wilford C. Lyon, Jr.
* Director August 3, 1998
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David McIntosh
* Director August 3, 1998
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John S. McMullen
*By: /s/ Charles E. Hughes, Jr. August 3, 1998
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As Attorney-in-Fact
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Exhibit 5.1
Terry Ferraro Schwartz
(404) 815-3731
E-Mail:[email protected]
August 3, 1998
Board of Directors
Florida Banks, Inc.
4110 Southpoint Boulevard
Suite 212, Southpoint Square II
Jacksonville, Florida 32216-0925
Re: Florida Banks, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Florida Banks, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 1,375,000 shares of the Company's Common Stock, $.01 par
value per share (the "Shares"). Of such Shares, 1,250,000 were registered
pursuant to a Registration Statement on Form S-4 (Reg. No. 333-51095) declared
effective by the Commission on July 10, 1998 (the "Registration Statement"),
and 125,000 of such Shares (the "Additional Shares") are being registered
pursuant to a Registration Statement filed with the Commission on even date
hereof pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the
"Rule 462(b) Registration Statement").
The Shares are issuable by the Company in exchange for previously
outstanding shares of the common stock, $1.00 par value per share, of First
National Bank of Tampa, a national bank ("First National"), pursuant to the
terms and conditions of that certain Merger Agreement dated March 30, 1998 by
and between the Company and First National.
In connection therewith, we have examined the following:
(a) The Articles of Incorporation, as amended, of the Company,
certified by the Secretary of State of the State of Florida;
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Board of Directors
Florida Banks, Inc.
August 3, 1998
Page 2
(b) The By-Laws of the Company, certified as complete and correct
by the Secretary of the Company;
(c) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(d) Certificate of Good Standing with respect to the Company,
issued by the Secretary of State of the State of Florida; and
(e) The Registration Statement and the Rule 462(b) Registration
Statement.
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 and is validly existing
under the laws of the State of Florida; and
b. The Additional Shares covered by the Rule 462(b) Registration
Statement to be sold by the Company have been legally
authorized and, when issued and sold in accordance with the
terms described in the Registration Statement, as
incorporated by reference into the Rule 462(b) Registration
Statement, will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Rule
462(b) Registration Statement. 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 Securities Act of 1933, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Terry Ferraro Schwartz
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Terry Ferraro Schwartz
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