FLORIDA BANKS INC
S-8, 1999-05-26
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
      As filed with the Securities and Exchange Commission on May 26, 1999
                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              FLORIDA BANKS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                  58-2364573
- ---------------------------------           --------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification
of incorporation or organization)                      Number)

            5210 Belfort Road, Suite 310, Jacksonville, Florida 32256
            ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                          EMPLOYEE STOCK PURCHASE PLAN
            ---------------------------------------------------------
                            (Full Title of the Plan)

                             Charles E. Hughes, Jr.
                      President and Chief Executive Officer
                          5210 Belfort Road, Suite 310
                           Jacksonville, Florida 32256
                                 (904) 332-7770
                   --------------------------------------------
                   (Name, address, telephone number, including
                        area code, of agent for service)

                           ---------------------------
                              Copies Requested to:
                            Robert C. Schwartz, Esq.
                         Smith, Gambrell & Russell, LLP
                     1230 Peachtree Street, N.E., Suite 3100
                             Atlanta, Georgia 30309
                                 (404) 815-3758
                           ---------------------------

                         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                   200,000                   $9.3125                $1,862,500                      $517.78
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 System on May 24, 1999.
================================================================================
<PAGE>   2

                                     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 and Exchange
Act of 1934, 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 Annual Report on Form 10-K for the year ended December
         31, 1998;

2.       The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1999; and

3.       The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 8-A as filed with the
         Commission on July 24, 1998.

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 OFFICERS AND DIRECTORS.

         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


                                      II-1
<PAGE>   3

matter therein because he is or was a director of the Company, against
reasonable expenses incurred by him in connection with such defense.

         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 this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
- -------  ----------------------
<S>      <C>
5.1      Opinion of Smith, Gambrell & Russell, LLP.

10.1     Employee Stock Purchase Plan.

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>


                                      II-2
<PAGE>   4
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 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, 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 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.


                                      II-3
<PAGE>   5
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 the 23rd day of
April, 1999.

                                  FLORIDA BANKS, INC.



                                  By: /s/ Charles E. Hughes, Jr.
                                      ----------------------------------------
                                      Charles E. Hughes, Jr.
                                      President and Chief Executive Officer

     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.,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him, in his name, place and stead, in any
and all capacities, to sign any and 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 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 and 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 may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.

<TABLE>
<CAPTION>

                SIGNATURE                                     TITLE                                 DATE
                ---------                                     -----                                 ----
<S>                                         <C>                                                <C>
 /s/ M.G. Sanchez                           Chairman of the Board                              April 23, 1999
- ------------------------------------------
M.G. Sanchez

 /s/ Charles E. Hughes, Jr.                 President, Chief Executive                         April 23, 1999
- ------------------------------------------  Officer and Director (Principal
Charles E. Hughes, Jr.                      Executive Officer)


 /s/ T. Edwin Stinson, Jr.                  Chief Financial Officer, Secretary                 April 23, 1999
- ------------------------------------------  and Treasurer and Director
T. Edwin Stinson, Jr.                       (Principal Accounting Officer)
</TABLE>


<PAGE>   6

<TABLE>
<CAPTION>
                SIGNATURE                                     TITLE                                 DATE
                ---------                                     -----                                 ----
<S>                                                         <C>                                <C>
 /s/ Nancy E. LaFoy                                         Director                           April 23, 1999
- --------------------------
Nancy E. LaFoy

 /s/ T. Stephen Johnson                                     Director                           April 23, 1999
- ---------------------------
T. Stephen Johnson

                                                            Director                            _______, 1999
- ---------------------------
Clay M. Biddinger

/s/ P. Bruce Culpepper                                      Director                           April 23, 1999
- ---------------------------
P. Bruce Culpepper

 /s/ J. Malcolm Jones, Jr.                                  Director                           April 23, 1999
- ---------------------------
J. Malcolm Jones, Jr.

 /s/ W. Andrew Krusen                                       Director                           April 23, 1999
- ---------------------------
W. Andrew Krusen

                                                            Director                           ________, 1999
- ---------------------------
Wilford C. Lyon, Jr.

 /s/ David McIntosh                                         Director                           April 23, 1999
- ---------------------------
David McIntosh
</TABLE>



<PAGE>   7
                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION OF EXHIBIT
- ------                                ----------------------
<S>                   <C>
5.1                   Opinion of Smith, Gambrell & Russell, LLP.

10.1                  Employee Stock Purchase Plan.

23.1                  Consent of Deloitte & Touche, LLP.
</TABLE>




<PAGE>   1
                                                                     EXHIBIT 5.1

                          SMITH, GAMBRELL & RUSSELL, LLP
                                ATTORNEYS AT LAW
   Telephone                SUITE 3100, PROMENADE II                WEBSITE
(404) 815-3500             1230 PEACHTREE STREET, N.E.           WWW.SGRLAW.COM
   Facsimile              ATLANTA, GEORGIA 30309-3592
(404) 815-3509

                                    --------

                                ESTABLISHED 1893



                                 March 17, 1999

Florida Banks, Inc.
4110 Southpoint Boulevard
Suite 212
Jacksonville, Florida 32216-0925

                           RE:      Florida Banks, Inc.
                                    Registration Statement on Form S-8
                                    200,000 Shares of $.01 par value
                                    Common Stock
                                    Employee Stock Purchase Plan
                                    -----------------------------
Ladies and Gentlemen:

     We have acted as counsel for Florida Banks, Inc. (the "Company") in
connection with the registration of 200,000 shares of its $.01 par value Common
Stock (the "Shares") reserved to the Company's Employee Stock Purchase Plan, as
amended (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.

     In connection therewith, we have examined the following:

     (1)  The Articles of Incorporation of the Company, 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; and



<PAGE>   2
Florida Banks, Inc.
March 17, 1999
Page Two

     (4)  The Registration Statement, including all exhibits thereto.

     Based upon such examination and upon examination of such other instruments
and records as we have deemed necessary, we are of the opinion that the Shares
covered by the Registration Statement have been legally authorized and when
issued 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
aforementioned Registration Statement on Form S-8 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 Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                      Sincerely,

                                      SMITH, GAMBRELL & RUSSELL, LLP

                                      /s/ Robert C. Schwartz

                                      Robert C. Schwartz




<PAGE>   1
                                                                    EXHIBIT 10.1

                               FLORIDA BANKS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

1.   Purpose. The purpose of the Florida Banks, Inc. Employee Stock Purchase
     Plan (the "Plan") is to encourage and enable eligible employees of Florida
     Banks, Inc. (the "Company") and any of its subsidiaries to acquire
     proprietary interests in the Company through the ownership of Common Stock
     of the Company. The Company believes that employees who participate in the
     Plan will have a closer identification with the Company by virtue of their
     ability as stockholders to participate in the Company's growth and
     earnings. It is the intention of the Company to have the Plan qualify as an
     "employee stock purchase plan" under Section 423 of the Internal Revenue
     Code of 1986, as amended (the "Code"). Accordingly, the provisions of the
     Plan shall be construed so as to extend and limit participation in a manner
     consistent with the requirements of that section of the Code.

2.   Definitions.  The following words or terms have the following meanings:

     (a) "Plan" shall mean this Florida Banks, Inc. Employee Stock Purchase
          Plan.

     (b) "Company" shall mean Florida Banks, Inc., a Florida corporation.

     (c) "Board of Directors" shall mean the Board of Directors of the Company
          or the Executive Committee of such Board.

     (d) "Shares," "Stock" or "Common Stock" shall mean shares of the $.01 par
          value Common Stock of the Company.

     (e) "Committee" shall mean the Stock Option Committee of the Board of
          Directors of the Company.

     (f) "Subsidiary" shall mean a subsidiary corporation as defined in Section
          424(f) of the Code.

     (g) "Eligible Employee" shall mean a person regularly employed by the
          Company or a Subsidiary (or any predecessor) on the effective date of
          any offering of stock pursuant to the Plan who has been employed by
          the Company or a Subsidiary for at least 90 days and who has a
          customary working schedule of at least 20 hours per week and five
          months per calendar year; provided, however, that the Board of
          Directors may exclude the employees of any specified Subsidiaries from
          any offering under the Plan.


                                       -1-
<PAGE>   2

     (h) "Offer Period" shall mean, with respect to any offering of Stock
          hereunder, the period specified by the Board of Directors or the
          Committee during which such offering is effective and outstanding.

     (i) "Grant Date" shall mean the commencement date of the applicable Offer
          Period.

     (j) "Exercise Date" shall mean the termination date of the applicable Offer
          Period.

     (k) "Options" shall mean the right or rights granted to Eligible Employees
          to purchase the Company's Common Stock under an offering made under
          the Plan and pursuant to such Eligible Employees' elections to
          participate in such offering.

     (l) "Fair Market Value" shall mean the closing sales price of the Stock as
          quoted on the over-the-counter market or, if the Stock is not on such
          date listed on the over-the-counter market, on the principal market
          in which such Stock is traded on such date; provided, however, that if
          the Stock is not actively traded on any market which reports closing
          sales prices, Fair Market Value shall mean the arithmetic mean of the
          bid and asked prices for the Stock; provided further that if the Stock
          is not traded, Fair Market Value shall be determined by the Committee.

     (m) "Base Pay" shall mean, with respect to any Eligible Employee, the base
          salary or wages of such Eligible Employee paid by the Company to the
          Eligible Employee during the Base Pay Determination Period and
          reported by the Company to the Eligible Employee as "regular
          earnings."

     (n) "Base Pay Determination Period" shall mean that period of time
          immediately preceding the applicable Offer Period which includes the
          same number of regular employee pay dates of the Company as will occur
          during the applicable Offer Period.

3.   Shares Reserved for Plan. The Shares of the Company's Common Stock to be
     sold to Eligible Employees under the Plan may, at the election of the
     Company, be either treasury shares or shares originally issued for such
     purpose. The maximum number of Shares which shall be reserved and made
     available for sale under the Plan shall be 200,000. The Shares reserved may
     be issued and sold pursuant to one or more offerings under the Plan. With
     respect to each offering, the Board of Directors, or the Committee, will
     specify the number of Shares to be made available, the commencement date
     and the termination date of the applicable Offer Period, and such other
     terms and conditions not inconsistent with the Plan as may be necessary or
     appropriate. In no event shall the Offer Period for any offering exceed 27
     months from the date the option is granted.


                                       -2-
<PAGE>   3
          In the event of a subdivision, combination or reclassification of the
     Company's Shares, the maximum number of Shares which may thereafter be
     issued and sold under the Plan and the number of Shares subject to options
     to purchase at the time of such subdivision, combination or
     reclassification will be proportionately increased or decreased, the terms
     relating to the price at which Shares subject to options to purchase will
     be sold will be appropriately adjusted, and such other action will be taken
     as in the opinion of the Board of Directors is appropriate under the
     circumstances.

4.   Administration of the Plan. Except as otherwise provided herein, the Plan
     shall be administered by the Committee. Subject to the provisions of
     Paragraph 6, the Committee shall be vested with full authority to make,
     administer and interpret such equitable rules and regulations regarding the
     Plan as it may deem advisable. Except as otherwise provided herein, any
     determination, decision or action of the Committee in connection with the
     construction, interpretation, administration or application of the Plan
     shall be final, conclusive and binding upon all Eligible Employees and any
     and all persons claiming under or through an Eligible Employee.

          The Committee may act by a majority vote at a regular or special
     meeting of the Committee or by decision reduced to writing and signed by a
     majority of the members of the Committee without holding a formal meeting.
     Vacancies in the membership of the Committee shall be filled by the Board
     of Directors.

          The Committee may request that the management of the Company appoint a
     "Plan Administrator" to carry out the administrative and ministerial
     functions necessary to implement the determinations, decisions and actions
     of the Committee with respect to any offering under the Plan.

5.   Offerings.  The Plan will be implemented by offerings made by the Company
     from time to time as determined by the Committee, but in any event not more
     than twelve times per year. Participation in any offering under the Plan
     shall neither limit nor require participation in any other offering, except
     that no employee may have more than one authorization for a payroll
     deduction in effect simultaneously. No offering under this Plan shall run
     concurrently with any other offering under this Plan.

6.   Participation in the Plan.    (a) Options to purchase the Company's Common
     Stock under the Plan shall be granted only to Eligible Employees. With
     respect to any offering under the Plan, options to purchase Shares shall be
     granted to all Eligible Employees of the Company and its Subsidiaries
     (other than any Subsidiary whose employees have been excluded from such
     offering by the Board of Directors) who have elected to participate in such
     offering as provided hereunder; provided, however, that the Board of
     Directors may determine that any offering of Common Stock under the Plan
     will not be extended to highly compensated employees (within the meaning of
     Section 414(q) of the Code) of the Company or its Subsidiaries and provided
     further that in no event may an employee be


                                       -3-
<PAGE>   4

     granted an option under this Plan if such employee, immediately after the
     option is granted, owns Stock possessing five percent or more of the total
     combined voting power or value of all classes of capital stock of the
     Company or any Subsidiary.

     (b) For the purposes of determining stock ownership under this Paragraph 6,
     the rules of Section 424(d) of the Code shall apply and Stock which the
     employee may purchase under all outstanding options (whether or not granted
     under this Plan) shall be treated as Stock owned by the employee. Any
     decision relating to whether to include or exclude any highly compensated
     employee of the Company pursuant to this Paragraph 6 shall be made only by
     the Board of Directors or the Committee.

     (c) An Eligible Employee may become a participant by completing the form
     provided by the Company for such purpose in connection with the applicable
     offering and filing it with the Plan Administrator (or such other person as
     may be designated by the Company on such form) prior to the commencement
     date of the applicable offering. In completing such form, the Eligible
     Employee shall designate the method by which he will pay for the Shares
     subject to his option by either authorizing a payroll deduction as provided
     herein or electing to make a lump sum payment prior to the termination of
     the applicable offering. An Eligible Employee may not elect both a payroll
     deduction and a lump sum payment with respect to the same offering.

     (d) With respect to any offer hereunder, each participating Eligible
     Employee shall have the same rights and privileges subject to the
     limitations set forth in Paragraph 10; provided, that the use of Base Pay
     (which varies among Eligible Employees) as the basis for determining the
     number of Shares for which an Eligible Employee may be granted an option
     shall not be construed to create a difference in such rights and privileges
     so long as each Eligible Employee has the right to elect the same
     percentage of his Base Pay as a payroll deduction or a lump sum payment
     under Paragraph 8.

7.   Purchase Price.  The purchase price for Shares purchased pursuant to the
     Plan will be the lesser of (a) an amount equal to 85% of the Fair Market
     Value of the Stock on the Grant Date, or if no Shares were traded on that
     day, on the last day prior thereto on which Shares were traded; or (b) an
     amount equal to 85% of the Fair Market Value of the Stock on the Exercise
     Date, or if no Shares were traded on that day, on the last day prior
     thereto on which Shares were traded.

8.   Payroll Deductions and Lump Sum Payment.   (a)  If in the form filed
     pursuant to Paragraph 6(c) a participant authorizes a payroll deduction,
     such participant shall specify an amount which, in the aggregate during
     such offering, is not less than 2 percent and not more than 20 percent of
     his Base Pay which will be deducted from his pay in equal (or as nearly
     equal as is practicable) installments on each payday during the time he is
     a participant in such offering. Payroll deductions for a participant shall
     commence on the commencement date of the offering to which the
     authorization for a payroll deduction is


                                       -4-
<PAGE>   5

     applicable and shall end on the termination date of such offering unless
     sooner terminated by the participant as provided in Paragraph 13.

     (b) If in the form filed pursuant to Paragraph 6(c) a participant elects to
     make a lump sum payment, such participant shall specify an amount which is
     not less than 2 percent and not more than 20 percent of his Base Pay which
     such participant intends to pay to the Company in a lump sum prior to the
     termination of the applicable offering in payment of the Shares subject to
     his option.

     (c) All payroll deductions made for a participant and all cash payments
     made by a participant shall be credited to his account under the Plan.
     Except as otherwise provided herein, a participant who has authorized
     payroll deductions with respect to an offering may not make any separate
     cash payment into such account with respect to such offering. A participant
     who has elected to make a lump sum payment instead of payroll deductions
     with respect to an offering may not make any cash payment with respect to
     such offering other than a lump sum payment.

     (d) If for any reason other than the termination of the participant's
     employment subject to Paragraph 13(c), a participant who has authorized
     payroll deductions with respect to an offering has no pay or his pay is
     insufficient (after other authorized deductions) to permit deduction of his
     scheduled payroll deductions hereunder during a portion of the Offer
     Period, such participant may, prior to the termination of the applicable
     Offer Period, make a lump sum payment for credit to his account in an
     amount not greater than the aggregate of the scheduled payroll deductions
     or portions thereof which were not made.

     (e) A participant may discontinue his participation in the Plan as provided
     in Paragraph 13, but no other change can be made during an offering and,
     specifically, a participant may not alter the rate of his payroll
     deductions for that offering and may not switch between the payroll
     deduction and lump sum payment options.

9.   Grants of Options. Subject to the limitations set forth below in this
     Paragraph 9 or in Paragraph 10, each Eligible Employee participating in an
     offering shall be granted an option to purchase a fixed maximum number of
     Shares determined by the following procedure:

          Step 1 -  Determine (a) the aggregate amount which would be withheld
                    from the Eligible Employee's pay during the applicable Offer
                    Period in accordance with such Eligible Employee's
                    authorization for a payroll deduction or (b) the amount
                    specified by such Eligible Employee as the intended amount
                    of such Eligible Employee's lump sum payment, whichever is
                    applicable;


                                       -5-
<PAGE>   6

          Step 2 -  Determine the figure which represents 85% of the Fair Market
                    Value on the Grant Date;

          Step 3 -  Divide the figure determined in Step 1 by the figure
                    determined in Step 2 and round off the quotient to the
                    nearest whole number. Subject to the limitations set forth
                    herein, this final figure shall be the fixed maximum number
                    of Shares for which the Eligible Employee may be granted an
                    option to purchase under the applicable offering.

     In the event the total maximum number of Shares for which options would
otherwise be granted in accordance with this Paragraph 9 under any offering
hereunder exceeds the number of Shares offered, the Company shall allot the
Shares available among the Eligible Employees in such manner as it shall
determine, but generally pro rata, and shall grant options to purchase only for
a reduced number of Shares instead of the maximum number otherwise determined by
the procedure set forth above. In such event, the payroll deductions and the
amounts of the lump sum payments to be made pursuant to the authorizations
therefor shall be reduced accordingly and the Company shall give written notice
of such reduction to each employee affected thereby.

     On the Grant Date each participating Eligible Employee shall be granted an
option to purchase the number of Shares determined under this Paragraph 9,
subject to the limitations set forth in Paragraph 10. Notice that an option has
been granted shall be given to each participating Eligible Employee and such
notice shall show the maximum number of Shares subject to such option and the
amount, if any, to be deducted from the Eligible Employee's pay for each payroll
period during the applicable Offer Period or the amount, if any, to be paid by
the Eligible Employee in a lump sum prior to the termination of the applicable
Offer Period, whichever is applicable.

     All Shares included in any offering under the Plan in excess of the total
number of Shares for which options are granted hereunder and all Shares with
respect to which options granted hereunder are not exercised shall continue to
be reserved for the Plan and shall be available for inclusion in any subsequent
offering under the Plan.

10.  Limitations Of Number Of Options Which May Be Granted And Shares Which May
     Be Purchased. The following limitations shall apply with respect to the
     number of Shares for which each Eligible Employee who elects to participate
     in an offering under the Plan may be granted an option hereunder:

     (1)  No Eligible Employee may purchase Shares under any one offering
          pursuant to the Plan for an aggregate purchase price in excess of 20%
          of his Base Pay; and

     (2)  No Eligible Employee shall be granted an option to purchase Shares
          under the Plan if such Eligible Employee immediately after such option
          is granted, owns stock or


                                       -6-
<PAGE>   7

          holds options to purchase stock possessing in the aggregate five
          percent (5%) or more of the total combined voting power or value of
          the capital stock of the Company or of any Subsidiary (under the rules
          set forth in Section 424(d) of the Code); and

     (3)  No Eligible Employee may be granted an option to purchase Shares which
          permits his right to purchase Stock under the Plan and all other stock
          option plans of the Company and of any Subsidiary pursuant to Section
          423 of the Code to accrue at a rate which exceeds in any one calendar
          year $25,000 of the fair market value of such Stock (determined on the
          Grant Date).

11.       Exercise of Option.   (a)  Payroll Deductions.  (1) Unless a
          participant who has authorized payroll deductions with respect to the
          applicable offering gives written notice to the Company as hereinafter
          provided, his option to purchase Shares with payroll deductions made
          during such offering will be exercised automatically for him on the
          termination date of the applicable offering, for the purchase of the
          number of whole Shares subject to such participant's option which the
          accumulated payroll deductions and cash payments, if any, in his
          account at that time will purchase at the applicable option price.

     (2)  By written notice to the Company not later than the day prior to the
     termination date of the applicable offering, a participant who has
     authorized payroll deductions may elect, effective on the termination date
     of such offering, to:

          (i)  Withdraw all the accumulated payroll deductions and cash
               payments, if any, in his account at the termination date; or

          (ii) Exercise his option for a specified number of whole Shares less
               than the number of whole Shares subject to such option which the
               accumulated payroll deductions and cash payments, if any, in his
               account at the termination date will purchase at the applicable
               option price.

     (b)   Lump Sum Payments. (1) Unless a participant who has elected to make a
     lump sum payment with respect to an offering and who has made such lump sum
     payment (whether or not in the full amount specified by such participant on
     the form filed pursuant to Paragraph 6(c)) with respect to the applicable
     offering gives written notice to the Company as hereinafter provided, his
     option to purchase Shares with such lump sum payment will be exercised
     automatically for him on the termination date of the applicable offering,
     for the purchase of the number of whole Shares subject to such
     participant's option which the amount of such lump sum payment will
     purchase at the applicable option price. Notwithstanding the terms of any
     written notice given to the Company pursuant to Paragraph 11(b)(2), in the
     event that a participant who has elected to make a lump sum payment with
     respect to an offering has not made such lump sum payment (whether or not


                                       -7-
<PAGE>   8

     in the full amount specified by such participant on the form filed pursuant
     to Paragraph 6(c)) prior to the termination date of such offering, his
     option to purchase Shares under such offering will be canceled
     automatically for him on the termination date of such offering.

     (2) By written notice to the Company not later than the day prior to the
     termination date of the applicable offering, a participant who has elected
     to make a lump sum payment may elect, effective on the termination date of
     such offering, to:

          (i)  Withdraw the full amount of the lump sum payment in his account
               at the termination date; or

          (ii) Exercise his option for a specified number of whole Shares less
               than the number of whole Shares subject to such option which the
               amount of the lump sum payment in his account at the termination
               date will purchase at the applicable option price.

12.  Delivery and Holding Period. As promptly as practicable after the
     termination of each offering, the Company will deliver to each participant,
     as appropriate, either the Shares purchased upon the exercise of his option
     together with a cash payment equal to the balance without interest of any
     payroll deductions and/or cash payments credited to his account during such
     offering which were not used for the purchase of Shares, or (2) a cash
     payment equal to the total of payroll deductions and/or cash payments
     credited to his account together with interest on such payments computed as
     specified hereunder. No Shares purchased upon the exercise of the option
     may be sold, pledged, assigned, transferred or disposed of in any manner
     otherwise than by will or by the laws of descent and distribution for a
     period of six months following the Exercise Date of the Offer Period in
     which such Shares were purchased.

13.  Withdrawal. (a) A participant may withdraw payroll deductions and/or
     cash payments credited to his account under the Plan at any time by giving
     written notice to the Company. All of the participant's payroll deductions
     and/or cash payments credited to his account will be paid to him promptly
     after receipt of his notice of withdrawal, and no further payroll
     deductions will be made from his pay except in accordance with an
     authorization for a new payroll deduction filed with respect to a different
     offering in accordance with Paragraph 6(c) and no additional cash
     payment(s) will be accepted by the Company for the account of the
     participant with respect to such offering.

     (b) A participant's withdrawal will not have any effect upon his
     eligibility to participate in a succeeding offering or in any similar plan
     which may hereafter be adopted by the Company; provided, however, in the
     event that a participant who is subject to Section 16 under the Securities
     Exchange Act of 1934, as amended, gives notice of withdrawal from an
     offering hereunder, or if any such participant who has elected to make a
     lump sum


                                       -8-
<PAGE>   9

     payment hereunder fails to make such payment prior to termination of the
     applicable offering, then such participant shall be prohibited from
     participation in another offering under the Plan for a period of at least
     six months from (i) the date such notice of withdrawal is delivered to the
     Company or (ii) in case of a participant electing to make a lump sum
     payment and not making such payment, the termination date of the offering.

     (c) Upon termination of the participant's employment for any reason,
     including retirement, the payroll deductions and/or cash payments credited
     to his account will be returned to him, or, in the case of his death, to
     the person or persons entitled thereto under Paragraph 15 and all options
     granted to such participant hereunder and not previously exercised shall be
     deemed canceled.

14.  Interest. No interest will be payable on withholding accounts; provided,
     however, that the Company may elect, at its sole discretion, to pay
     interest on such withholding accounts at a market rate of interest, as
     determined in good faith by the Board of Directors in its sole discretion.

15.  Designation of Beneficiary.  A participant may file a written designation
     of a beneficiary who is to receive any Shares and cash to the participant's
     credit under the Plan in the event of such participant's death prior to
     delivery to him of such Shares and cash. Such designation of beneficiary
     may be changed by the participant at any time by written notice. Upon the
     death of a participant and upon receipt by the Company of proof of the
     identity and existence at the participant's death of a beneficiary validly
     designated by him under the Plan, the Company shall deliver such Shares and
     cash to such beneficiary. In the event of the death of a participant and in
     the absence of a beneficiary validly designated under the Plan who is
     living at the time of such participant's death, the Company shall deliver
     such Shares and cash to the executor or administrator of the estate of the
     participant, or if no such executor or administrator has been appointed (to
     the knowledge of the Company) the Company shall deliver such Shares and
     cash to the applicable court having jurisdiction over the administration of
     such estate. No designated beneficiary shall, prior to the death of the
     participant by whom he has been designated, acquire any interest in the
     Shares or cash credited to the participant under the Plan.

16.  Rights As Shareholder.  An Eligible Employee shall have no rights as a
     shareholder with respect to Shares subject to an option until such option
     has been exercised with respect to such Shares in connection with the terms
     hereunder. A certificate for the Shares purchased will be issued as soon as
     practicable after the termination of the applicable offering. Such Shares
     will be registered in the name of the applicable Eligible Employee.

17.  Options Not Transferable.  Neither an Eligible Employee's options nor the
     payroll deductions or cash payments credited to such Eligible Employee's
     account may be sold, pledged, assigned or transferred in any manner
     otherwise than by will or by the laws of descent and distribution, and
     during the lifetime of the Eligible Employee, such options


                                       -9-
<PAGE>   10

     may only be exercised by him or her. If this provision is violated the
     right of the Eligible Employee to exercise such options shall terminate and
     the only right remaining hereunder with respect to such options and such
     payroll deductions and cash payments will be to have paid over to the
     person entitled thereto the amount then credited to the Eligible Employee's
     account.

18.  Application of Funds.  All funds received by the Company pursuant to
     payroll deductions or cash payments authorized or made in accordance with
     the terms hereof and held by the Company at any time may be used for any
     valid corporate purpose and will not be maintained in a segregated account.
     Except as expressly provided herein, participants shall not be entitled to
     earn interest on any such funds held by the Company hereunder. Until paid
     over to the applicable Eligible Employee or used to purchase Shares as
     provided hereunder, the amount of each Eligible Employee's payroll
     deductions and cash payments in connection with any applicable offering
     shall represent an indebtedness of the Company to such Eligible Employee.

19.  Governmental Approvals or Consents.  The Plan shall not be effective unless
     it is approved by the stockholders of the Company within 12 months after
     the Plan is adopted by the Board of Directors of the Company. The Plan and
     any offerings and sales to Eligible Employees under it are subject to any
     governmental approvals or consents that may be or become applicable in
     connection therewith. The Board of Directors of the Company may make such
     changes in the Plan and include such terms in any offering under the Plan
     as may be necessary or desirable, in the opinion of counsel, so that the
     Plan will comply with the rules and regulations of any governmental
     authority and so that Eligible Employees participating in the Plan will be
     eligible for tax benefits under the Code or the laws of any state.

20.  Amendment or Termination.  The Board of Directors of the Company may at any
     time terminate or amend the Plan. No such termination shall affect options
     previously granted, nor may an amendment make any change in any option
     theretofore granted which would adversely affect the rights of any
     participant nor may an amendment be made without prior approval of the
     stockholders of the Company if such amendment would:

     (1)  Increase the maximum number of shares authorized under Paragraph 3 for
          sale under the Plan otherwise than as required to reflect a
          subdivision, a combination or a reclassification as provided in
          Paragraph 3 hereof; or

     (2)  Change the designation of corporations whose employees are eligible to
          participate in the Plan; provided that the exclusion from an offering
          of the employees of a Subsidiary of the Company at the direction of
          the Committee shall not constitute such an amendment requiring
          shareholder approval.


                                      -10-
<PAGE>   11

21.  Notices. All notices or other communications by a participant to the
     Company under or in connection with the Plan shall be deemed to have been
     duly given when received by the Chief Financial Officer of the Company or
     when received in the form specified by the Company at the location, or by
     the person, designated by the Company for the receipt thereof.


                                      -11-

<PAGE>   1
                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT




     We consent to the incorporation by reference in this Registration Statement
of Florida Banks, Inc. on Form S-8 of our report dated January 29, 1999
appearing in the Annual Report on Form 10-K of Florida Banks, Inc. for the year
ended December 31, 1998. We also consent to the reference to us under the
caption "Experts" in the Prospectus.

/s/ Deloitte & Touche LLP

Jacksonville, Florida
May 26, 1999





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