As filed with the Securities and Exchange Commission on
May 1, 2000
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
ADMIRALTY BANCORP, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
65-0405207
(I.R.S. Employer Identification Number)
4400 PGA BOULEVARD
SUITE 200
PALM BEACH GARDENS, FLORIDA 33410
(Address, including zip code, and telephone number, including
area code, of agent for service)
WARD KELLOGG, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ADMIRALTY BANCORP, INC.
4400 PGA BOULEVARD
SUITE 200
PALM BEACH GARDENS, FLORIDA 33410
TELEPHONE NUMBER: (561) 624-4701
(Name, address, including zip code and telephone number,
including area codes, of agent for service)
WITH A COPY TO
ROBERT A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKIN & SPICER
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
TELEPHONE NUMBER: (973) 984-1616
<PAGE>
Approximate date of commencement of proposed sale to the public: as
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, 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.
[ ]
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 said Section 8(a),
may determine.
<PAGE>
CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
- ------------------------ -------------------- ---------------------- ------------------------ ----------------------
Proposed Maximum
Title of Shares to be Amount to be Proposed Maximum Aggregate Offering Amount of
Registered Registered Price Per Share (1) Price (1) Registration Fee
- ------------------------ -------------------- ---------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Class B
Common Stock,
no par value 1,089,594 $9.74 $10,612,645 $2,950
- ------------------------ -------------------- ---------------------- ------------------------ ----------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
<PAGE>
PROSPECTUS
ADMIRALTY BANCORP INC.
UP TO 1,089,594 SHARES OF
CLASS B COMMON STOCK
------------
We are a Delaware corporation and registered bank holding company. Our
bank, Admiralty Bank, is headquartered in Palm Beach Gardens, Florida. Our Class
B Common Stock is listed on the NASDAQ National Market under the symbol "AAABB".
This prospectus relates to the sale of a maximum of 1,089,594 shares of
Class B Common Stock, no par value, of the company to be issued upon exercise of
certain Class B Common Stock warrants previously issued by the company. The
warrants, which expire at 5:00 P.M., Eastern Daylight Time, on January 21, 2002,
permit the holder of each warrant to purchase one (1) share of Class B Common
Stock at an exercise price of $9.74. We will receive all the proceeds from the
exercise of the Class B Common Stock warrants. We will pay the expenses for
registering the Class B Common Stock with the Securities and Exchange
Commission.
BEFORE PURCHASING THE CLASS B COMMON STOCK, YOU SHOULD READ THE RISK FACTORS
BEGINNING ON PAGE 1.
------------
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THE CLASS B COMMON STOCK OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF CLASS B COMMON STOCK ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
The date of this prospectus is May 1, 2000.
<PAGE>
TABLE OF CONTENTS
RISK FACTORS...............................................................1
WHERE YOU CAN FIND ADDITIONAL INFORMATION..................................5
ADMIRALTY BANCORP, INC.....................................................6
USE OF PROCEEDS............................................................6
PLAN OF DISTRIBUTION.......................................................7
TRANSFER AGENT.............................................................7
LEGAL MATTERS..............................................................7
EXPERTS....................................................................8
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.......................II-1
SIGNATURES..............................................................II-4
<PAGE>
RISK FACTORS
You should consider the following risk factors, in addition to other
information contained or incorporated by reference in this prospectus before
deciding to purchase our Class B Common Stock.
RISKS ASSOCIATED WITH THE COMPANY:
RELIANCE ON OUR SENIOR MANAGEMENT
Our future performance is highly dependent upon the services of Mr.
Ward Kellogg, our President and Chief Executive Officer and our management team.
If the services of our management team, and in particular Mr. Kellogg, were to
become unavailable for any reason, our operations and future performance would
likely be adversely affected in a material manner. Although we have entered into
an employment agreement with Mr. Kellogg, none of the other members of the
management team have contracts with us. We have purchased an insurance policy on
Mr. Kellogg's life in the amount of $3,000,000, payable to us. The future
successful development of our business will depend, in large measure, upon our
ability to retain this management team.
LIMITED TRADING OF THE COMMON STOCK
Since the Class B Common Stock began trading on the NASDAQ National
Market in September of 1998 following the initial public offering of the Class B
Common Stock, the Class B Common Stock has been thinly traded, averaging
approximately 9,000 shares traded per day. There can be no assurance that a more
active trading market will develop or, if one develops, be sustained.
WE ARE OBLIGATED TO ISSUE ADDITIONAL SECURITIES
WHICH WILL DILUTE YOUR OWNERSHIP INTEREST
In addition to the 1,089,594 shares issuable upon the exercise of our
outstanding warrants, we also adopted the 1998 Stock Option Plan pursuant to
which options to purchase 372,613 shares of Class B Common Stock may be issued
to members of our management. The exercise price for these options will be at
least the fair market value on the date of grant. Exercise of these warrants and
options at a time when our book value per share is in excess of the respective
exercise prices for the warrants and options would cause book value dilution to
holders of the Class B Common Stock, and exercise of these warrants and options
will dilute the ownership percentage of owners of the Class B Common Stock.
1
<PAGE>
OUR CORPORATE DOCUMENTS HAVE CERTAIN
TERMS WHICH MAY LIMIT TAKEOVER ATTEMPTS
Certain provisions of our Certificate of Incorporation and Bylaws and
certain provisions of Delaware law and Federal law are designed to assist us in
maintaining our status as an independent publicly owned corporation. These
provisions provide for, among other things, super-majority voting on certain
matters, classified terms for the Board of Directors and a provision which
permits the Board of Directors to consider the interest(s) of constituencies
other than our stockholders in evaluating whether to undertake any corporate
transaction. Certain of these provisions, such as the super-majority voting
provision, may not apply to transactions approved by the Board of Directors.
These provisions, as well as certain provisions of Delaware law and Federal
banking law, may discourage potential proxy contests and other potential
takeover attempts, particularly those which have not been negotiated with the
Board of Directors in advance and thus, may generally serve to perpetuate
current management.
WE MAY BE SUBJECT TO HIGHER OPERATING COSTS AS A RESULT OF GOVERNMENT
REGULATION.
We are subject to extensive federal and state legislation, regulation
and supervision which is intended primarily to protect depositors and the
Federal Deposit Insurance Corporation's Bank Insurance Fund, rather than
investors. Legislative and regulatory changes may increase our costs of doing
business or otherwise adversely affect us and create competitive advantages for
non-bank competitors.
WE CANNOT PREDICT HOW CHANGES IN TECHNOLOGY WILL IMPACT OUR BUSINESS.
The financial services market, including banking services, is
increasingly affected by advances in technology, including developments in:
telecommunications;
data processing;
automation;
Internet-based banking;
telebanking; and
debit cards and so-called "smart cards."
Our ability to compete successfully in the future will depend on
whether we can anticipate and respond to technological changes. To develop these
and other new technologies we will likely have to make additional capital
investments. Although we continually invest in new technology, we cannot assure
you that we will have sufficient resources or access to the necessary
proprietary technology to remain competitive in the future.
2
<PAGE>
CHANGES IN LOCAL ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR LOAN PORTFOLIO.
Our success depends to a certain extent upon the general economic
conditions of the local markets that we serve. Unlike larger banks that are more
geographically diversified, we provide banking and financial services primarily
to customers in Palm Beach, Broward and Brevard Counties in Florida so any
decline in the economy of this area, or Florida generally could have an adverse
impact on us.
Our loans, the ability of borrowers to repay these loans and the value
of collateral securing these loans, are impacted by economic conditions. Our
financial results, the credit quality of our existing loan portfolio, and the
ability to generate new loans with acceptable yield and credit characteristics
may be adversely affected by changes in prevailing economic conditions,
including declines in real estate values, changes in interest rates, adverse
employment conditions and the monetary and fiscal policies of the federal
government. Although economic conditions in our primary market area are strong
and have aided our recent growth, we cannot assure you that these conditions
will continue to prevail. We cannot assure you that positive trends or
developments discussed in this prospectus will continue or that negative trends
or developments will not have a significant adverse effect on us.
WE HAVE NOT PAID CASH DIVIDENDS
We have not paid cash dividends and do not anticipate paying cash
dividends in the foreseeable future. Any investors seeking cash dividends should
not purchase the Class B Common Stock.
RISKS ASSOCIATED WITH THE BANKING INDUSTRY:
WE ARE IN COMPETITION WITH MANY OTHER BANKS, INCLUDING LARGER COMMERCIAL BANKS
WHICH HAVE GREATER RESOURCES THAN US
The banking industry within the State of Florida is highly competitive.
The bank's principal market area is served by branch offices of large commercial
banks and thrift institutions. A number of these institutions have substantially
greater resources than we do to expend upon advertising and marketing, and their
substantially greater capitalization enables them to make much larger loans. Our
success depends a great deal upon our judgment that large and mid-size financial
institutions do not adequately serve small businesses in our principal market
area and our ability to compete favorably for such customers. In addition to
competition from larger institutions, we also face competition for individuals
and small businesses from recently formed banks seeking to compete as "home
town" institutions. Most of these new institutions have focused their marketing
efforts on the smaller end of the small business market we serve.
3
<PAGE>
THE LAWS THAT REGULATE OUR OPERATIONS ARE DESIGNED FOR THE PROTECTION OF
DEPOSITORS AND THE PUBLIC, BUT NOT OUR STOCKHOLDERS
The federal and state laws and regulations applicable to our operations
give regulatory authorities extensive discretion in connection with their
supervisory and enforcement responsibilities, and generally have been
promulgated to protect depositors and the deposit insurance funds and not for
the purpose of protecting stockholders. These laws and regulations can
materially affect our future business. Laws and regulations now affecting us may
be changed at any time, and the interpretation of such laws and regulations by
bank regulatory authorities is also subject to change. We can give no assurance
that future changes in laws and regulations or changes in their interpretation
will not adversely our the business.
THERE IS A RISK THAT WE MAY NOT BE REPAID IN
A TIMELY MANNER OR, AT ALL, ON LOANS WE MAKE
The risk of non-payment (or deferred or delayed payment) of loans is
inherent in commercial banking. Such non-payment, or delayed or deferred payment
of loans to us, if they occur, may have a material adverse effect on our
earnings and overall financial condition. Additionally, in compliance with
applicable banking laws and regulations and in light of sound judgment, we
maintain an allowance for credit losses created through charges against
earnings. As of December 31, 1999, our allowance for loan losses was $1,017,000,
or 1.01% of total loans and 388.17% of non-performing loans. Our marketing focus
on small to medium-size businesses may result in the assumption by us of certain
lending risks that are different from or greater than those which would apply to
loans made to larger companies. Management seeks to minimize our credit risk
exposure through credit controls which include evaluation of potential
borrowers, collateral available, liquidity and cash flow. However, there can be
no assurance that such procedures will actually reduce loan losses.
4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have incorporated by reference into this prospectus the following
documents we filed with the Commission under the Securities Exchange Act of
1934:
(i) the Annual Report on Form l0-KSB for the fiscal year ended
December 31, 1999;
(ii) the Current Reports on Form 8-K, dated January 20, 2000 and
April 26, 2000;
(ii) the Proxy Statement for the 2000 Annual Meeting of
Shareholders.
In addition, any documents which we file with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering are also incorporated
by reference into this prospectus. You may read and copy any document we file at
the Commission's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for further
information on the public reference rooms. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
You may obtain without charge, upon written or oral request, a copy of
any of the documents incorporated by reference into this prospectus, except for
the exhibits, unless the exhibits are also specifically incorporated by
reference into this prospectus. Your request should be sent to Ward Kellogg,
President and Chief Executive Officer, Admiralty Bancorp, Inc., 4400 PGA
Boulevard, Suite 200, Palm Beach Gardens, Florida 33410.
5
<PAGE>
ADMIRALTY BANCORP, INC.
We are a Delaware business corporation and a holding company for
Admiralty Bank, which engages in the commercial banking business in Palm Beach,
Broward and Brevard Counties, Florida. We direct the policies and coordinate the
financial resources of the bank.
The bank is a Florida state-chartered bank which commenced business in
1987. The bank currently operates from its main office in Palm Beach Gardens,
Florida and from four branch offices located in Boca Raton, Juno Beach, Jupiter
and Melbourne, Florida. The deposits of the bank are insured by the Bank
Insurance Fund of the FDIC up to applicable limits. The operations of the bank
are subject to the supervision and regulation of the Florida Department of
Banking and the Board of Governors of the Federal Reserve System.
We conduct a traditional commercial banking business and offer services
including personal and business checking accounts and time deposits, money
market accounts and regular savings accounts, stepped rate money market accounts
and a full offering of loan products, including SBA guaranteed loans. We
structure specific services and charges in a manner designed to attract the
business of (i) small and medium-sized businesses, and the owners and managers
of these entities; (ii) professionals and middle managers of locally-based
corporations; and (iii) individuals residing, working and shopping in the Palm
Beach, Broward and Brevard Counties, Florida trade area serviced by us.
On March 11, 2000 we became a financial holding company under the
Gramm-Leach-Bliley Financial Modernization Act of 1999 (the "Modernization
Act"). This status permits us to undertake financial activities which need not
be closely related to banking, such as insurance brokerage activities. Under the
Modernization Act, the bank must remain "well capitalized" (i.e. have a
leveraged capital ratio of 5% or greater and a risk based capital ratio of 10%
or greater) and well managed, or we could be required to divest ourselves of our
non-banking activities. In addition, we must maintain a rating of "satisfactory"
or better under the Community Reinvestment Act. We have recently begun an
insurance brokerage joint venture with USI Florida, and intend to seek alliances
with other financial service providers as a way to enhance non-interest income.
Our principal executive offices are located at 4400 PGA Boulevard,
Suite 200, Palm Beach Gardens, Florida 33410, and our telephone number is (561)
624-4701.
6
<PAGE>
USE OF PROCEEDS
The total gross proceeds from the exercise of the warrants may range
from zero to $10,612,645, depending upon the number of warrants exercised by the
holders of the warrants. The proceeds of the exercise of warrants will be paid
directly to us. We estimate that we will pay expenses relating to the exercise
of the warrants of approximately $20,000. We intend to use the proceeds for
general corporate purposes and to support our continued growth and expansion.
PLAN OF DISTRIBUTION
The warrants were previously issued by us in 1998. Upon the exercise of
a warrant by its holder, or our transfer agent will deliver a certificate
evidencing the shares of Class B Common Stock being exercised by the holder in
exchange for a duly executed warrant certificate accompanied by payment in the
form of cash, cashier's check or bank check. The exercise price shall be
calculated by multiplying the number of warrants being exercised by the exercise
price currently $9.74 per share. The exercise price may be adjusted to reflect
certain stock dividends, stock splits or similar transactions effecting the
Class B Common Stock.
TRANSFER AGENT
Our transfer agent for the Class B Common Stock is Stocktrans, Inc.,
with an office at 7 East Lancaster Avenue, Ardmore, PA 19003.
LEGAL MATTERS
Jamieson, Moore, Peskin & Spicer, Morristown, New Jersey has passed
upon the validity of the Class B Common Stock being offered.
7
<PAGE>
EXPERTS
We dismissed Grant Thornton LLP as our independent auditors effective
April 9, 1999. The decision to dismiss Grant Thornton LLP as auditors was
recommended by our Board of Directors and Audit Committee. For the fiscal year
ended December 31, 1998 and 1997 and up to April 9, 1999, there have been no
disagreements with Grant Thornton LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures,
which, if not resolved to the satisfaction of Grant Thornton LLP, would have
caused it to make reference to the subject matter of the disagreement in
connection with their reports. The independent auditor's report on the
consolidated financial statements for the fiscal years ended December 31, 1998
and 1997 expressed an unqualified opinion.
We retained KPMG LLP as our independent auditors on April 23, 1999 for
the fiscal year ended December 31, 1999. The decision to hire KPMG LLP as
auditors was recommended by our Board of Directors and Audit Committee.
We have included in our 1999 Annual Report on Form 10-KSB our audited
financial statements as of December 31, 1999 along with KPMG LLP's audit report
on these financial statements. We have included in our 1999 Annual Report on
Form 10-KSB our audited financial statements as of December 31, 1998 along with
Grant Thornton LLP's audited report on these financial statements. Our 1999
Annual Report is incorporated by reference into this registration statement on
Form S-3 and prospectus. KPMG LLP and Grant Thornton LLP issued their reports as
independent auditors, and those reports are incorporated into this registration
statement on Form S-3 and prospectus upon the authority of those firms as
experts in auditing and accounting.
8
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR DOCUMENTS
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. THE AFFAIRS OF ADMIRALTY BANCORP, INC. OR ADMIRALTY BANK MAY
CHANGE AFTER THE DATE OF THIS PROSPECTUS. DELIVERY OF THIS DOCUMENT AND THE
SALES OF SHARES MADE HEREUNDER DOES NOT MEAN OTHERWISE.
---------------
ADMIRALTY BANCORP, INC.
CLASS B COMMON STOCK
----------
PROSPECTUS
----------
May 1, 2000
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee .............................. $ 2,950
Accounting Fees and Expenses ...................... 5,000
Legal Fees and Expense ............................ 5,000
Transfer Agent Fees ............................... 2,000
Miscellaneous Expenses ............................ 5,050
-------
Total ............................................. $20,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Eighth of our Amended and Restated Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law ("DGCL") provides that
the corporation shall indemnify its present and former officers, directors,
employees, and agents and persons serving at its request ("corporate agents")
against expenses, including attorney's fees, judgments, fines or amounts paid in
settlement, incurred in connection with any pending or threatened civil or
criminal proceeding involving the corporate agent by reason of his being or
having been a corporate agent if (a) the agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was unlawful.
With respect to any derivative action, we are empowered to indemnify a
corporate agent against his expenses (but not his liabilities) incurred in
connection with any proceeding involving the corporate agent by reason of his
being or having been a corporate agent if the agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. However, only the court in which the proceeding was brought can
empower a corporation to indemnify a corporate agent against expenses with
respect to any claim, issue or matter as to which the agent was adjudged liable
for negligence or misconduct.
Under Section 145 of the DGCL, we may indemnify a corporate agent in a
specific case if a determination is made by any of the following that the
applicable standard of conduct was met: (i) the Board of Directors, or a
committee thereof, acting by a majority vote of a quorum consisting of
disinterested directors; (ii) by independent legal counsel, if there is not a
quorum of disinterested directors or if the disinterested quorum empowers
counsel to make the determination; or (iii) by the shareholders.
II-1
<PAGE>
Section 145 of the DGCL further provides that a corporate agent is
entitled to mandatory indemnification to the extent that the agent is successful
on the merits or otherwise in any proceeding, or in defense of any claim, issue
or matter in the proceeding. In advance of the final disposition of a
proceeding, we may pay an agent's expenses if the agent agrees to repay the
expense unless it is ultimately determined he is entitled to indemnification.
Article Eighth of our Amended and Restated Certificate of Incorporation also
provides that such indemnification shall not exclude any other rights to
indemnification to which a person may otherwise be entitled, and authorizes the
corporation to purchase insurance on behalf of any of the persons enumerated
against any liability whether or not the corporation would have the power to
indemnify him under the provisions of Article Eighth.
With respect to possible indemnification of officers, directors, and
other corporate agents for liabilities arising under the Securities Act, we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
5 Opinion of Jamieson, Moore, Peskin & Spicer as to the legality
of the securities to be registered.
23(a) Consent of KPMG LLP.
23(b) Consent of Grant Thornton LLP.
23(c) Consent of Jamieson, Moore, Peskin & Spicer (Included in
Exhibit 5 hereto).
ITEM 17. UNDERTAKINGS
We hereby undertake to file, during any period in which we offer or
sell securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
We hereby undertake, for purposes of determining any liability under
the Securities Act of 1933, to treat each post effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering and to file a post
effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the company
of expenses incurred or paid by a director, officer or controlling person of the
company 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 company 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
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
the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Palm Beach Gardens, State of Florida, on this 1st day of May,
2000.
ADMIRALTY BANCORP, INC.
(Registrant)
By: /S/ WARD KELLOGG
----------------------------
Ward Kellogg
President and
Chief Executive Officer
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 on this 1st day of May, 2000.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/S/ BRUCE A. MAHON Chairman of the Board May 1, 2000
- --------------------------------------
BRUCE A. MAHON
/S/ DAVID B. DICKENSEN Director May 1, 2000
- --------------------------------------
DAVID B. DICKENSEN
/S/ LESLIE E. GOODMAN Director May 1, 2000
- --------------------------------------
LESLIE E. GOODMAN
/S/ THOMAS L. GRAY, JR. Director May 1, 2000
- --------------------------------------
THOMAS L. GRAY, JR.
/S/ THOMAS J. HANFORD Director May 1, 2000
- --------------------------------------
THOMAS J. HANFORD
/S/ SIDNEY L. HOFING Director May 1, 2000
- --------------------------------------
SIDNEY L. HOFING
/S/ WARD KELLOGGG Director and May 1, 2000
- -------------------------------------- Chief Executive Officer
WARD KELLOGG
/S/ PETER L. A. PANTAGES Director May 1, 2000
- --------------------------------------
PETER L. A. PANTAGES
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ RICHARD P. ROSA Director May 1, 2000
- --------------------------------------
RICHARD P. ROSA
/S/ CRAIG A. SPENCER Director May 1, 2000
- --------------------------------------
CRAIG A. SPENCER
/S/ JOSEPH W. VECCIA, JR. Director May 1, 2000
- --------------------------------------
JOSEPH W. VECCIA, JR.
/S/ MARK A. WOLTERS Director May 1, 2000
- --------------------------------------
MARK A. WOLTERS
/S/ GEORGE R. ZOFFINGER Director May 1, 2000
- --------------------------------------
GEORGE R. ZOFFINGER
/S/ KEVIN SACKET Treasurer May 1, 2000
- -------------------------------------- (Principal Accounting
KEVIN SACKET and Financial Officer)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Jamieson, Moore, Peskin & Spicer as to the legality of
the securities to be registered.
23(a) Consent of KPMG LLP.
23(b) Consent of Grant Thornton LLP.
23(c) Consent of Jamieson, Moore, Peskin & Spicer (Included in Exhibit 5
hereto).
EXHIBIT 5
May 1, 2000
Admiralty Bancorp, Inc.
4400 PGA Boulevard
Suite 200
Palm Beach Gardens, FL 33410
Re: Admiralty Bancorp, Inc.
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Admiralty Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 being filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to an aggregate of
1,089,594 shares of Class B Common Stock, no par value per share, of the Company
to be issued by the Company upon the exercise by holders of Class B Common Stock
warrants previously issued by the Company (the "Warrants").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and Bylaws of the Company, the form of the
Warrants, and such other certificates, records instruments and documents, and
have made such other and further investigations, as we have deemed necessary or
appropriate to enable us to express the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon the foregoing, we are of the opinion that upon issuance and
delivery by the Company of the Shares pursuant to the terms of the Warrants, the
Shares issued thereunder will be legally issued, fully paid and non-assessable
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters" and we also hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving the
foregoing consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
<PAGE>
amended, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Jamieson, Moore, Peskin & Spicer
JAMIESON, MOORE, PESKIN & SPICER
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Admiralty Bancorp, Inc.:
We consent to incorporation by reference in this registration statement on Form
S-3 of Admiralty Bancorp, Inc. of our report dated January 14, 2000, relating to
the consolidated balance sheet of Admiralty Bancorp, Inc. and subsidiary as of
December 31, 1999, and the related consolidated statements of operations,
changes in shareholders' equity, and cash flows for the year then ended, which
report appears in the December 31, 1999, annual report on Form 10-KSB of
Admiralty Bancorp, Inc. and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG LLP
West Palm Beach, Florida
May 1, 2000
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated February 19, 1999 accompanying the consolidated
financial statements of Admiralty Bancorp, Inc. and subsidiary for the year
ended December 31, 1998, appearing in the 1999 Annual Report on Form 10-KSB for
the year ended December 31, 1999, which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use of our name,
as it appears under the caption "Experts."
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
May 1, 2000
