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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTERSTATE BANKS OF FLORIDA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3606741
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
7722 SR 544 East, Winter Haven, FL 33881
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-95087
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(If applicable)
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES.
The authorized capital stock of Centerstate consists of 20,000,000
shares of Centerstate common stock, par value $.01 per share ("Centerstate
Common Stock"). As of the date of this Form 8-A, there were 2,815,872 shares of
Centerstate Common Stock outstanding and held by approximately 943 shareholders
of record. The Centerstate Articles of Incorporation (the "Centerstate
Articles") also authorize Centerstate to issue up to 5,000,000 shares of
preferred stock, par value $.01 per share, none of which were issued or
outstanding as of the date of this Form 8-A.
The following discussion is a brief summary of certain rights relating
to Centerstate Common Stock, as determined by the Centerstate Articles and the
Centerstate Bylaws. The following discussion is not intended to be a complete
description of such capital stock and is qualified in its entirety by reference
to governing laws and the Centerstate Articles and the Centerstate Bylaws.
COMMON STOCK
Holders of shares of Centerstate Common Stock are entitled to receive
such dividends as may from time to time be declared by the Board of Directors of
Centerstate out of funds legally available therefor. Holders of Centerstate
Common Stock are entitled to one vote per share on all matters on which the
holders are entitled to vote and do not have any cumulative rights. Holders of
Centerstate Common Stock have no preemptive, conversion, redemption or sinking
fund rights. In the event of a liquidation, dissolution or winding-up of
Centerstate, holders of Centerstate Common Stock are entitled to share equally
and ratably in the assets of Centerstate, if any, remaining after the payment of
all debts and liabilities of Centerstate and the liquidation preferences of any
outstanding shares of Centerstate preferred stock. The rights, preferences and
privileges of holders of Centerstate Common Stock will be subject to any classes
or series of Centerstate preferred stock that Centerstate may issue in the
future.
PREFERRED STOCK
The Centerstate Articles provide that the Board of Directors of
Centerstate is authorized, without further action by the holders of Centerstate
Common Stock, unless such action is required in a particular case by applicable
laws or regulations, to provide for the issuance of shares of preferred stock in
one or more classes or series and to fix the designations, powers, preferences
and relative, participating, optional and other rights, qualifications,
limitations and restrictions thereof, including the dividend rate, conversion
rights, voting rights, redemption price and liquidation preference, and to fix
the number of shares to be included in any such classes or series. Any preferred
stock so issued may rank senior to Centerstate Common Stock with respect to the
payment of dividends or amounts upon liquidation, dissolution or winding-up, or
both. In addition, any such shares of preferred stock may have class or series
voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF CENTERSTATE ARTICLES
Authorized Capital Stock. The Centerstate Board of Directors may
authorize the issuance of additional shares of Centerstate Common Stock or
preferred stock without further action by the Centerstate shareholders, unless
such action is required in a particular case by applicable laws or regulations.
The authority to issue additional shares of Centerstate Common Stock or
preferred stock provides Centerstate with the flexibility necessary to meet its
future needs without the delay resulting from seeking shareholder approval. The
unissued shares of Centerstate Common Stock and preferred stock may be issued
from time to time for any corporate purposes, including, without limitation,
stock splits, stock dividends, employee
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benefit and compensation plans, acquisitions, and public or private sales for
cash as a means of raising capital. Such shares could be used to dilute the
stock ownership of persons seeking to obtain control of Centerstate. In
addition, the sale of a substantial number of shares of Centerstate Common Stock
or the sale of preferred stock to persons who have an understanding with
Centerstate concerning the voting of such shares, or the distribution or
dividend of shares of Centerstate Common Stock or preferred stock (or the right
to receive such shares) to Centerstate shareholders, may have the effect of
discouraging or increasing the cost of unsolicited attempts to acquire control
of Centerstate. Further, because the Centerstate Board has the power to
determine the voting, conversion or other rights of Centerstate preferred stock,
the issuance of a series of preferred stock to persons friendly to management
could effectively discourage or preclude consummation of a change in control
transaction or have the effect of maintaining the position of Centerstate
incumbent management. Centerstate does not currently have any plans or
commitments for Centerstate to use its authority to effect any such issuance,
but reserves the right to take any action that the Board of Directors deems to
be in the best interests of Centerstate and its shareholders.
FLORIDA ANTITAKEOVER LAW
Florida has enacted legislation that may deter or frustrate a takeover
of a Florida corporation. The Florida Control Share Act generally provides that
shares acquired in a "control share acquisition" will not possess any voting
rights unless such voting rights are approved by a majority of the corporation's
disinterested shareholders. A "control-share acquisition" is an acquisition,
directly or indirectly, by any person having ownership of, or the power to
direct the exercise of voting power with respect to, issued and outstanding
"control shares" of a publicly held Florida corporation. "Control Shares" are
shares which, except for the Florida Control Share Act, would have voting power
that, when added to all other shares owned by a person or in respect to which
such person may exercise or direct the exercise of voting power, would entitle
such person, immediately after acquisition of such shares, directly or
indirectly, alone or as a part of a group, to exercise or direct the exercise of
voting power in the election of directors within any of the following ranges:
(a) at least 20% but less than 331/3% of all voting power; (b) at least 331/3%
but less than a majority of all voting power; or (c) a majority or more of all
voting power. The Florida Affiliated Transactions Act generally requires
approval by a majority of disinterested directors or two-thirds of shareholders
in specified transactions between a corporation and holders of more than 10% of
the outstanding voting shares of the corporation (or their affiliates). Florida
law also permits the board of directors evaluating a tender offer or other
business combination to consider all relevant factors including, without
limitation, social, legal, economic or other effects on employees, customers,
suppliers, and other constituencies, possible impact on the local community, and
impact on the Florida and national economies.
INDEMNIFICATION PROVISIONS
Florida law authorizes a company to indemnify its directors and
officers in certain instances against certain liabilities which they may incur
by virtue of their relationship with the company. Further, a Florida company is
authorized to provide further indemnification or advancement of expenses to any
of its directors, officers, employees, or agents, except for acts or omissions
which constitute:
o a violation of the criminal law unless the individual had
reasonable cause to believe it was lawful,
o a transaction in which the individual derived an improper
personal benefit,
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o in the case of a director, a circumstance under which certain
liability provisions of the Florida Business Corporation Act
are applicable related to payment of dividends or other
distributions or repurchases of shares in violation of such
Act, or
o willful misconduct or a conscious disregard for the best
interest of the company in a proceeding by the company, or a
company shareholder.
A Florida company also is authorized to purchase and maintain liability
insurance for its directors, officers, employees and agents.
Centerstate's bylaws provide that Centerstate shall indemnify each of
its directors and officers to the fullest extent permitted by law, and that the
indemnity will include advances for expenses and costs incurred by such director
or officer related to any action in regard to which indemnity is permitted.
There is no assurance that Centerstate will maintain liability insurance for its
directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Centerstate
pursuant to the foregoing provisions, Centerstate has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.
ITEM 2. EXHIBITS.
Exhibit 3.1 - Articles of Incorporation of Centerstate Banks of
Florida, Inc.*
Exhibit 3.2 - Bylaws of Centerstate Banks of Florida, Inc.*
Exhibit 4.1 - Specimen stock certificate of Centerstate Banks of
Florida, Inc.*
Exhibit 23.1 - Consent of KPMG LLP
Exhibit 27 - Financial Data Schedule (SEC use only)
Exhibit 99.1 - Centerstate Banks of Florida, Inc. and subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations as of and for
the years ended December 31, 1999 and December 31,
1998
Exhibit 99.2 - Centerstate Banks of Florida, Inc. and subsidiaries
financial statements, with auditors' report thereon,
as of and for the years ended December 31, 1999 and
1998
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* Incorporated by reference to the Form S-4 Registration Statement of
Centerstate Banks of Florida, Inc. (File No. 333-95087).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Centerstate Banks of Florida, Inc.
Date: November 27, 2000 By: /s/ James H. White
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James H. White
Chairman, President and
Chief Executive Officer
By: /s/ James J. Antal
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James J. Antal
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 23.1 - Consent of KPMG LLP
Exhibit 27 - Financial Data Schedule (SEC use only)
Exhibit 99.1 - Centerstate Banks of Florida, Inc. and subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations as of and for the
years ended December 31, 1999 and December 31, 1998
Exhibit 99.2 - Centerstate Banks of Florida, Inc. and subsidiaries
financial statements, with auditors' report thereon, as
of and for the years ended December 31, 1999 and 1998
