ADMIRALTY BANCORP INC
S-8, 2000-05-01
STATE COMMERCIAL BANKS
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              As filed with the Securities and Exchange Commission
                                 on May 1, 2000
                          Registration No. 333-_______

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             ----------------------

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

                             ----------------------

                             ADMIRALTY BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State of other jurisdiction of incorporation or organization)

                                   65-0405207
                      (I.R.S. Employer Identification No.)

                               4400 PGA BOULEVARD
                                    SUITE 200
                        PALM BEACH GARDENS, FLORIDA 33410
                    (Address of principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plans)

                                  WARD KELLOGG
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ADMIRALTY BANCORP, INC.
                               4400 PGA BOULEVARD
                                    SUITE 200
                        PALM BEACH GARDENS, FLORIDA 33410
                     (Name and address of agent for service)

                                 (561) 624-4701
          (Telephone number, including area code of agent for service)

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== =================== ==================== ========================= ========================
Title of Securities to   Amount to be        Proposed Maximum     Proposed Maximum          Amount of Registration
be Registered            Registered (1)      Offering Price Per   Aggregate Offering        Fee (2)
                                             Share                Price (2)
- ------------------------ ------------------- -------------------- ------------------------- ------------------------
<S>                      <C>                 <C>                  <C>                       <C>
Class B Common Stock,
no par value per share   372,613             $10.50               $3,912,437                $1,088
======================== =================== ==================== ========================= ========================
</TABLE>

         (1)      Represents shares to be issued upon the exercise of stock
                  options under the 1998 Stock Option Plan.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.

                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is (http://www.sec.gov).

         The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:

         (a)      the company's Annual Report on Form 10-KSB for the year ended
                  December 31, 1999;

         (b)      the company's Current Reports on Form 8-K dated January 20,
                  2000 and April 26, 2000;

         (c)      the description of the company's Class B Common Stock, no par
                  value per share, contained in the Registrant's Registration
                  Statement on Form 8-A, as filed with the Securities and
                  Exchange Commission on September 15, 1998 to register the
                  Class B Common Stock under Section 12(g) of the Exchange Act.

         In addition, all documents subsequently filed by the company with the
SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 respective date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modified or superseded such
statement. Any such statement so modified or superseded shall not

                                       3
<PAGE>

be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The objective of the following indemnification provision is to assure
that indemnification can be invoked by the company for its directors, officers,
employees and agents and former officers, directors, employees and agents who
incur expenses in proving their honesty and integrity, provided they meet
minimum qualifications touching upon the concept of wrongdoing.

         In accordance with the Delaware General Corporation Law, Article FIFTH
of the Registrant's Amended and Restated Certificate of Incorporation provides
as follows:

FIFTH:            (A)      A director of the Corporation shall not be personally
                           liable to the Corporation or its stockholders for
                           monetary damages for breach of fiduciary duty as a
                           director, except to the extent such exemption from
                           liability or limitation thereof is not permitted
                           under the Delaware General Corporation Law.

                  (B)      (1) The Corporation shall indemnify any person who
                           was or is a party or is threatened to be made a party
                           to any threatened, pending or completed action, suit
                           or proceeding, whether civil or criminal,
                           administrative or investigative (other than an action
                           by or in the right of the Corporation) by reason of
                           the fact that he is or was a director or officer of
                           the Corporation, or is or was serving at the request
                           of the Corporation as a director or officer of
                           another corporation, partnership, joint venture,
                           trust or other enterprise, against expenses
                           (including attorneys' fees), judgments, fines and
                           amounts paid in settlement actually and reasonably
                           incurred by him in connection with such action, suit
                           or proceeding if he acted in good faith and in a
                           manner he

                                       4
<PAGE>

                           reasonably believed to be in or not opposed to the
                           best interests of the Corporation, and, with respect
                           to any criminal action or proceeding, had no
                           reasonable cause to believe his conduct was unlawful.
                           The termination of any action, suit or proceeding by
                           judgment, order, settlement, conviction or upon a
                           plea of NOLO CONTENDERE or its equivalent, shall not,
                           in itself, create a presumption that the person did
                           not act in good faith and in a manner he reasonably
                           believed to be in or not opposed to the best
                           interests of the Corporation, and, with respect to
                           any criminal action or proceeding, had no reasonable
                           cause to believe that his conduct was unlawful.

                           (2) The Corporation shall indemnify any person who
                           was or is a party or is threatened to be made a party
                           to any threatened, pending or completed action or
                           suit by or in the right of the Corporation to procure
                           a judgment in its favor by reason of the fact that he
                           is or was a director or officer of the Corporation,
                           or is or was serving at the request of the
                           Corporation as a director or officer of another
                           corporation, partnership, joint venture, trust or
                           other enterprise against expenses (including
                           attorneys' fees) actually and reasonably incurred by
                           him in connection with the defense or settlement of
                           such action or suit if he acted in good faith and in
                           a manner he reasonably believed to be in or not
                           opposed to the best interests of the Corporation and
                           except that no indemnification shall be made in
                           respect of any claims, issues or matters as to which
                           such person shall have been adjudged to be liable to
                           the Corporation unless and only to the extent that
                           the Court of Chancery or the court in which such
                           action or suit was brought shall determine upon
                           application that, despite the adjudication of
                           liability, but in view of all the circumstances of
                           the case, such person is fairly and reasonably
                           entitled to indemnify for such expenses which the
                           Court of Chancery or such other court shall deem
                           proper.

                                       5
<PAGE>

                           (3) The right to indemnification conferred in this
                           Article Fifth shall also include the right to be paid
                           by the Corporation the expenses incurred in
                           connection any such proceeding in advance of its
                           final disposition to the fullest extent permitted by
                           the Delaware General Corporation Law.

                           (4) The Corporation may, by action of its Board of
                           Directors, provide indemnification to such of the
                           employees and agents of the Corporation and such
                           other persons serving at the request of the
                           corporation as employees or agents of another
                           corporation, partnership, joint venture, trust or
                           other enterprise to such extent and to such effect as
                           is permitted by the Delaware General Corporation Law
                           and the Board of Directors shall determine to be
                           appropriate.

                  (C)      The Corporation shall have power to purchase and
                           maintain insurance on behalf of any person who is or
                           was a director, officer, employee or agent of the
                           Corporation, or is or was serving at the request of
                           the Corporation as a director, officer, employee or
                           agent of another corporation, partnership, joint
                           venture, trust or other enterprise against any
                           expenses, liability or loss incurred by such person
                           in any such capacity or arising out of his status as
                           such, whether or not the Corporation would have the
                           power to indemnify him against such liability under
                           the Delaware General Corporation Law.

                  (D)      The right to indemnification conferring in this
                           Article Fifth shall be a contract right. The rights
                           and authority conferred in this Article Fifth shall
                           not be exclusive of any other right which any person
                           may otherwise have or hereafter acquire.

                  (E)      No amendment, modification or repeal of this Article
                           Fifth, nor the adoption of any provision of this
                           Certificate of Incorporation or the By-laws of the
                           Corporation, nor, to the fullest extent permitted by
                           the Delaware General Corporation Law, any amendment,
                           modification or repeal of law shall eliminate or
                           reduce the effect of this Article Fifth or adversely
                           affect any right or protection then existing
                           hereunder in respect of any acts or omissions
                           occurring prior to such amendment, modification,
                           repeal or adoption.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       6
<PAGE>

ITEM 8.   EXHIBITS.

         The following exhibits are filed with this Registration Statement.

         EXHIBIT
         NUMBER   DESCRIPTION OF EXHIBIT

         4        Form of 1998 Stock Option Plan

         5        Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         23(a)    Consent of KPMG LLP

         23(b)    Consent of Grant Thornton LLP

         23(c)    Consent of Jamieson, Moore, Peskin & Spicer, P.C. (included in
                  the Opinion filed as Exhibit 5 hereto)

ITEM 9.   UNDERTAKINGS.

         (a)      The undersigned company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                                       7
<PAGE>

                  (2) That, for 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 company pursuant to the foregoing provisions, or otherwise, the
company 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 company of expenses
incurred or paid by a director, officer of 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 Act and will be governed by the final adjudication of
such issue.

                                       8
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 May 1, 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 day of May 1, 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 KELLOGG                                 Director and                         May 1, 2000
- --------------------------------------           Chief Executive Officer
WARD KELLOGG

</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
<S>                                              <C>                                  <C>
/S/ PETER L. A. PANTAGES                         Director                             May 1, 2000
- --------------------------------------
PETER L. A. PANTAGES

/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>

                                       10
<PAGE>

                          EXHIBIT INDEX TO REGISTRATION
                STATEMENT ON FORM S-8 OF ADMIRALTY BANCORP, INC.

       EXHIBIT
       NUMBER     DESCRIPTION OF EXHIBIT
       ------     ----------------------

         4        Form of 1998 Stock Option Plan

         5        Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         23(a)    Consent of KPMG LLP

         23(b)    Consent of Grant Thornton LLP

         23(c)    Consent of Jamieson, Moore, Peskin & Spicer, P.C. (included in
                  the Opinion filed as Exhibit 5 hereto)


                                                                       EXHIBIT 4

                             ADMIRALTY BANCORP, INC.

                             1998 STOCK OPTION PLAN

SECTION 1.  PURPOSE

         The Admiralty Bancorp, Inc. 1998 Stock Option Plan (the "Plan") is
hereby established to foster and promote the long-term success of Admiralty
Bancorp, Inc., its subsidiaries (collectively, the "Corporation") and its
shareholders by providing directors of the Corporation and its subsidiaries
(including directors who may be officers or employees) with an equity interest
in the Corporation. The Plan will assist the Corporation in attracting and
retaining the highest quality of experienced persons as directors and officers
and in aligning the interests of such persons more closely with the interests of
the Corporation's shareholders by encouraging such parties to maintain an equity
interest in the Corporation.

SECTION 2.  DEFINITIONS

         Capitalized terms not specifically defined elsewhere herein shall have
the following meaning:

         "Act" means the Securities Exchange Act of 1934, as amended from time
to time, and the rules and regulations promulgated thereunder.

         "Board" means the Board of Directors of the Corporation.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

                                       1
<PAGE>

         "Common Stock" or "Stock" means the Class B Common Stock, no par value,
of the Corporation.

         "Corporation" means Admiralty Bancorp, Inc. and any present or future
subsidiary corporations of Admiralty Bancorp, Inc. (as defined in Section 424 of
the Code) or any successor to such corporations.

         "Disability" shall mean with respect to an Officer, a permanent
disability which qualifies as total disability under the terms of the
Corporation's long-term disability plans and, with respect to a Director,
permanent and total disability which if the Director were an employee of the
Corporation would be treated as a total disability under the terms of the
Corporation's long-term disability plan for employees as in effect from time to
time; provided, however, with respect to a Participant who has been granted an
Incentive Stock Option such term shall have the meaning set forth in Section
422(c)(6) of the Code.

         "Fair Market Value" means, with respect to shares of the Common Stock,
the fair market value as determined by the Board of Directors in good faith and
in a manner established by the Board from time to time, taking into account such
factors as the Board may deem relevant, including the book value of the Common
Stock and, to the extent that there is a trading market for the Common Stock,
the market price.

         "Incentive Stock Option" means an option to purchase shares of Common
Stock granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.

         "Non-Employee Director" shall have the meaning ascribed to such term
under Securities and Exchange Commission Rule 16b-3(b)(3).

                                       2
<PAGE>

         "Non-Qualified Stock Option" means an option to purchase shares of
Common Stock granted to a Participant under the Plan which is not intended to be
an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

         "Participant" means a member of the Board of Directors of the
Corporation selected by the Board to receive an Option under the Plan.

         "Plan" means the Admiralty Bancorp, Inc. 1998 Stock Option Plan.

         "Retirement" shall mean with regard to an employee, termination of
employment in accordance with the retirement provisions of any retirement or
pension plan maintained by the Corporation or any of its subsidiaries. With
regard to a Director who is not also an employee, "Retirement" shall mean
cessation of service on the Corporation's Board of Directors after age 60 with
at least 10 years of service as a member of the Corporation's Board of
Directors.

         "Termination for Cause" means termination because of Participant's
intentional failure to perform stated duties, personal dishonesty, willful
violation of any law, rule regulation (other than traffic violations or similar
offenses) or final cease and desist order issued by any regulatory agency having
jurisdiction over the Participant or the Corporation.

SECTION 3.  ADMINISTRATION

         (a) The Plan shall be administered by the Board of Directors. Among
other things, the Board of Directors shall have authority, subject to the terms
of the Plan, to grant Options, to determine the individuals to whom and the time
or times at which Options may be granted, to determine whether such Options are
to be Incentive Options or Non-Qualified Options (subject to the requirements of
the Code), to determine the terms and conditions of any Option granted

                                       3
<PAGE>

hereunder, including whether to impose any vesting period, and the exercise
price thereof, subject to the requirements of this Plan.

         (b) Subject to the other provisions of the Plan, the Board of Directors
shall have authority to adopt, amend, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, to interpret the provisions of the Plan
and any Option and to decide all disputes arising in connection with the Plan.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and
absolute discretion. The Board's decision and interpretations shall be final and
binding. Any action of the Board with respect to the administration of the Plan
shall be taken pursuant to a majority vote or by the unanimous written consent
of its members.

         (c) The Board of Directors may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent.

SECTION 4.  ELIGIBILITY AND PARTICIPATION

         Members of the Board of Directors of the Corporation shall be eligible
to participate in the Plan. The Participants under the Plan shall be selected
from time to time by the Board of Directors, in its sole discretion, from among
those eligible, and the Board shall determine in its sole discretion the numbers
of shares to be covered by the Option or Options granted to each

                                       4
<PAGE>

Participant. Options intended to quality as Incentive Stock Options shall be
granted only to persons eligible to receive Incentive Stock Options under the
Code.

SECTION 5.  SHARES OF STOCK AVAILABLE FOR OPTIONS

         (a) The maximum number of shares of Common Stock which may be issued
and purchased pursuant to Options granted under the Plan is 330,000, subject to
the adjustments as provided in this Section and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, without a payment in the form of Common
Stock being granted to the Participant, the shares of Common Stock subject to
such Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grant under Plan. Shares of Common
Stock issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

         (b) In the event that the Board of Directors determines, in its sole
discretion, that any stock dividend, stock split, reverse stock split or
combination, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted or made available under the Plan to Participants, the
Board shall proportionately and appropriately adjust equitably any or all of (i)
the maximum number and kind of shares of Common Stock in respect of which
Options may be granted under the Plan to Participants, (ii) the number and kind
of shares of Common Stock subject to outstanding Options held by Participants,
and (iii) the exercise price with respect to

                                       5
<PAGE>

any Options held by Participants, without changing the aggregate purchase price
as to which such Options remain exercisable, and if considered appropriate, the
Board may make provision for a cash payment with respect to any outstanding
Options held by a Participant, provided that no adjustment shall be made
pursuant to this Section if such adjustment would cause the Plan to fail to
comply with Section 422 of the Code with respect to any Incentive Stock Options
granted hereunder. No fractional Shares shall be issued on account of any such
adjustment.

         (c) Any adjustments under this Section will be made by the Board of
Directors, whose determination as to what adjustments, if any, will be made and
the extent thereof will be final, binding and conclusive.

SECTION 6.  NON-QUALIFIED STOCK OPTIONS

         6.1 GRANT OF NON-QUALIFIED STOCK OPTIONS.

         The Board of Directors may, from time to time, grant Non-Qualified
Stock Options to Participants upon such terms and conditions as the Board of
Directors may determine, and may grant Non-Qualified Stock Options in exchange
for and upon surrender of previously granted Non-Qualified Stock Options under
this Plan. Non-Qualified Stock Options granted under this Plan are subject to
the following terms and conditions:

         (a) PRICE. The purchase price per share of Common Stock deliverable
upon the exercise of each Non-Qualified Stock Option shall be determined by the
Board of Directors on the date the option is granted. Such purchase price shall
not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock on the date of grant. Shares may be purchased only upon full
payment of the purchase price. Payment of the purchase price may be

                                       6
<PAGE>

made, in whole or in part, through the surrender of shares of the Common Stock
at the Fair Market Value of such shares on the date of surrender.

         (b) TERMS OF OPTIONS. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board of Directors, but in no
event shall an Non-Qualified Stock Option be exercisable in whole or in part
more than ten (10) years from the date of grant, except as provided for below.
Non-Qualified Stock Options granted hereunder are generally non-transferable,
provided, however, that any Non-Qualified Stock Option granted hereunder may be
transferred by a Participant to members of the Participant's immediate family,
or to any trust or benefit plan established for the benefit of such Participant
or immediate family member, or pursuant to the laws of descent and distribution.

         (c) TERMINATION OF SERVICE. Except as provided in Sections 6.1(d) and
(e) hereof, unless otherwise determined by the Board of Directors, upon the
termination of a Participant's service as a member of the Board of Directors for
any reason other than Disability, death or Termination for Cause, the
Participant's Non-Qualified Stock Options shall be exercisable only for a period
of three months following termination. Notwithstanding any provision set forth
herein nor contained in any Agreement relating to the award of an Option, in the
event of Termination for Cause, all rights under the Participant's Options shall
expire upon termination. In the event of death or termination of service as a
result of Disability of any Participant, all Non-Qualified Stock Options held by
the Participant, whether or not exercisable at such time, shall be exercisable
by the Participant or his legal representatives or beneficiaries for one year or
such longer period as determined by the Board following the date of the
Participant's death or

                                       7
<PAGE>

termination of service due to Disability, provided that in no event shall the
period extend beyond the expiration of the option term of the Non-Qualified
Stock Option.

         (d) EXCEPTION FOR RETIREMENT. Notwithstanding the general rule
contained in Section 6.1(c) above, all Non-Qualified Stock Options held by a
Participant whose service with the Corporation terminates due to Retirement may
be exercised for the greater of (i) the remaining term of the option, or (ii)
twelve (12) months.

         (e) TERMINATION OF SERVICE UPON A CHANGE IN CONTROL

         Upon the termination of a Participant's service as an employee or
member of the Board of Directors in connection with a change in control of the
corporation (as defined below), the Participant's Non-Qualified Stock Options
shall be exercisable, regardless of their then remaining term, for the greater
of (i) a period of 12-months after the change in control or (ii) their then
remaining term. For purposes of this provision, the term "change in control of
the Corporation" shall mean a reorganization, merger, consolidation or sale of
all or substantially all of the assets of the Corporation, the acquisition of
more than 50% of the voting power of the capital stock of the Corporation by any
person or group, or any similar transaction in which the Corporation is not the
surviving entity.

SECTION 7.  INCENTIVE STOCK OPTIONS

         7.1 GRANT OF INCENTIVE STOCK OPTIONS.

         The Board of Directors may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted pursuant to the
Plan shall be subject to the following terms and conditions:

                                       8
<PAGE>

         (a) PRICE. The purchase price per share of Common Stock deliverable
upon the exercise of each Incentive Stock Option shall be not less than one
hundred percent (100%) of the Fair Market Value of the Common Stock on the date
of grant. However, if a Participant owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Common Stock, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the Common Stock on the date of grant. Shares may be
purchased only upon payment of the full purchase price. Payment of the purchase
price may be made, in whole or in part, through the surrender of shares of the
Common Stock at the Fair Market Value of such shares on the date of surrender.

         (b) AMOUNTS OF OPTIONS. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Board of Directors. In
the case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year shall
not exceed $100,000. The provisions of this Section 7.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code and the regulations,
if any, promulgated thereunder. To the extent an award is in excess of such
limit, it shall be deemed a Non-Qualified Stock Option. The Board shall have
discretion to redesignate options granted as Incentive Stock Options as
Non-Qualified Stock Options.

         (c) TERMS OF OPTIONS. The term during which each Incentive Stock Option
may be exercised shall be determined by the Board of Directors, but in no event
shall an Incentive Stock

                                       9
<PAGE>

Option be exercisable in whole or in part more than ten (10) years from the date
of grant. If at the time an Incentive Stock Option is granted to an employee,
the employee owns Common Stock representing more than ten percent (10%) of the
total combined voting power of the Corporation (or, under Section 422(d) of the
Code, is deemed to own Common Stock representing more than ten percent (10%) of
the total combined voting power of all such classes of Common Stock, by reason
of the ownership of such classes of Common Stock, directly or indirectly, by or
for any brother, sister, spouse, ancestor or lineal descendent of such employee,
or by or for any corporation, partnership, estate or trust of which such
employee is a shareholder, partner or beneficiary), the Incentive Stock Option
granted to such employee shall not be exercisable after the expiration of five
years from the date of grant. Incentive Stock Options granted hereunder are
generally non-transferrable; provided, however, that any Incentive Stock Option
granted hereunder may be transferred by a Participant only pursuant to the laws
of descent and distribution.

         (d) TERMINATION OF EMPLOYMENT. Except as provided in Section 7.1(e)
hereof, upon the termination of a Participant's service for any reason other
than Disability, death or Termination for Cause, the Participant's Incentive
Stock Options which are then exercisable at the date of termination may only be
exercised by the Participant for a period of three months following termination.
Notwithstanding any provisions set forth herein nor contained in any Agreement
relating to an award of an Option, in the event of Termination for Cause, all
rights under the Participant's Incentive Stock Options shall expire immediately
upon termination.

         Unless otherwise determined by the Board of Directors, in the event of
death or termination of service as a result of Disability of any Participant,
all Incentive Stock Options

                                       10
<PAGE>

held by such Participant, whether or not exercisable at such time, shall be
exercisable by the Participant or the Participant's legal representatives or
beneficiaries of the Participant for one year following the date of the
participant's death or termination of employment as a result of Disability. In
no event shall the exercise period extend beyond the expiration of the Incentive
Stock Option term.

         (e) EXCEPTIONS. (i) Notwithstanding the general rule contained in
Section 7.1(d) above, all options held by a Participant whose employment with
the Corporation terminates due to Retirement may be exercised for the greater of
(a) the remaining term of the option or (b) twelve (12) months. Any Incentive
Stock Option exercised more than three (3) months after a Participant's
Retirement will be treated as a Non-Qualified Stock Option;

                         (ii) Notwithstanding the general rule contained in
Section 7.1(d) above, in the event a Participant's employment with the
Corporation terminates as a result of a Change in Control of the Corporation (as
defined in Section 6.1(e) hereunder), a Participant may continue to exercise any
Options then held, regardless of their remaining term, for the greater of (i) a
period of 12-months after the date of such Change in Control or (ii) their then
remaining term. To the extent that this provision would permit any Incentive
Stock Option to be exercised more than three months after a Participant's
cessation of employment, such Options shall be treated as a Non-Qualified Stock
Option hereunder.

         (f) COMPLIANCE WITH CODE. The Options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in

                                       11
<PAGE>

writing in the event that he disposes of Common Stock acquired upon exercise of
an Incentive Stock Option within the two-year period following the date the
Incentive Stock Option was granted or within the one-year period following the
date he received Common Stock upon the exercise of an Incentive Stock Option and
shall comply with any other requirements imposed by the Corporation in order to
enable the Corporation to secure the related income tax deduction to which it
will be entitled in such event under the Code.

SECTION 8.  EXTENSION

         The Board of Directors may, in its sole discretion, extend the dates
during which all or any particular Option or Options granted under the Plan may
be exercised.

SECTION 9.  GENERAL PROVISIONS APPLICABLE TO OPTIONS

         (a) Each Option under the Plan shall be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Board of Directors considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable tax and regulatory
laws and accounting principles.

         (b) Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the Board
of Directors need not treat Participants uniformly. Except as otherwise provided
by the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

         (c) In the event of a consolidation, reorganization, merger or sale of
all or substantially all of the assets of the Corporation, in each case in which
outstanding shares of

                                       12
<PAGE>

Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the
Corporation, the Board of Directors shall provide for any one or more of the
following actions, as to outstanding Options: (i) provide that such Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof), provided that such options
substituted for Incentive Stock Options shall meet the requirements of the Code
for Incentive Stock Options, (ii) upon written notice to the Participants,
provide that all unexercised Options will terminate immediately prior to the
consummation of such transaction unless exercised (to the extent then
exercisable) by the Participant within a specified period following the date of
such notice, (iii) in the event of a merger under the terms of which holders of
the Common Stock of the Corporation will receive upon consummation thereof a
cash payment for each share surrendered in the merger (the "Merger Price"), make
or provide for a cash payment to the Participants equal to the difference
between (A) the Merger Price times the number of shares of Common Stock subject
to such outstanding Options (to the extent then exercisable at prices not in
excess of the Merger Price) and (B) the aggregate exercise price of all such
outstanding Options in exchange for the termination of such Options, and (iv)
provide that all or any outstanding Options shall become exercisable in full
immediately prior to such event.

         (d) The Participant shall pay to the Corporation, or make provision
satisfactory to the Board of Directors for payment of, any taxes required by law
to be withheld in respect of Options under the Plan no later than the date of
the event creating the tax liability. In the Board's sole discretion, a
Participant (other than a Participant subject to Section 16 of the "Act" (a
"Section 16 Participant"), who shall be subject to the following sentence) may
elect to have such tax

                                       13
<PAGE>

obligations paid, in whole or in part, in shares of Common Stock, including
shares retained from the Option creating the tax obligation. With respect to
Section 16 Participants, upon the issuance of shares of Common Stock in respect
of an Option, such number of shares issuable shall be reduced by the number of
shares necessary to satisfy such Section 16 Participant's federal, and where
applicable, state withholding tax obligations. For withholding tax purposes, the
value of the shares of Common Stock shall be the Fair Market Value on the date
the withholding obligation is incurred. The Corporation may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.

         (e) The Board of Directors may at any time, and from time to time,
amend, modify or terminate the Plan or any outstanding Option held by a
Participant, including substituting therefor another Option of the same or a
different type or changing the date of exercise or realization, provided that
the Participant's consent to each action shall be required unless the Board of
Directors determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.

                  (f) For purposes of the Plan, the following events shall not
be deemed a termination of employment of a Participant:

                  (i)      a transfer to the employment of the Corporation from
                           a subsidiary or from the Corporation to a subsidiary,
                           or from one subsidiary to another, or

                  (ii)     an approved leave of absence for military service or
                           sickness, or for any other purpose approved by the
                           Corporation, if the Participant's right to
                           reemployment is guaranteed either by a statute or by
                           contract or under the

                                       14
<PAGE>

                           policy pursuant to which the leave of absence was
                           granted or if the Board of Directors otherwise so
                           provides in writing.

SECTION 10.  MISCELLANEOUS

         (a) No person shall have any claim or right to be granted an Option,
and the grant of an Option shall not be construed as giving a Participant the
right to continued employment with the Corporation or service on the
Corporation's Board of Directors. The Corporation expressly reserves the right
at any time to dismiss a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Option.

         (b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

         (c) Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Common Stock to be distributed under the
Plan until he or she becomes the holder thereof.

         (d) Notwithstanding anything to the contrary expressed in this Plan,
any provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

         (e) No member of the Board of Directors shall be liable for any action
or determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board of Directors be liable for any agreement issued
pursuant to this Plan or any grants under it. Each member of the Board of
Directors shall be indemnified by the Corporation against any

                                       15
<PAGE>

losses incurred in such administration of the Plan, unless his action
constitutes serious and willful misconduct.

         (f)      The Plan shall be effective on May 1, 1998.

         (g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any applicable
tax laws or regulatory requirement.

         (h) Options may not be granted under the Plan after April 30, 2008, but
then outstanding Options may extend beyond such date.

         (i) To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Delaware.

                                       16

                                                                       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-8

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-8 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
372,613 shares of Class B Common Stock, no par value per share, of the Company
to be issued by the Company pursuant to the 1998 Stock Option Plan.

         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 Plans, 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 Plans, 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 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

<PAGE>

persons whose consent is required under Section 7 of the Securities Act of 1933,
as 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-8 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.

                                                              /s/ KPMG LLP


West Palm Beach, Florida
May 1, 2000


                                                                   EXHIBIT 23(b)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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.

/s/GRANT THORNTON LLP

Philadelphia, Pennsylvania
May 1, 2000



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