AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998
REGISTRATION STATEMENT NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REPUBLIC BANKING CORPORATION OF FLORIDA
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1318959
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2800 PONCE DE LEON BOULEVARD
CORAL GABLES, FLORIDA 33134
(305) 441-7300
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1998 STOCK OPTION PLAN
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OSCAR BUSTILLO, JR.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
REPUBLIC BANKING CORPORATION OF FLORIDA
2800 PONCE DE LEON BOULEVARD
CORAL GABLES, FLORIDA 33134
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(Name and address of agent for service)
(305) 774-5197
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(Telephone number, including area code, of agent for service)
COPY TO:
ROBERT L. GROSSMAN, ESQ.
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0756
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK 1,000,000 $15.00-$16.656 $15,828,000 $4,669.26
$.01 PAR VALUE...................... SHARES
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of the (i) actual
exercise price of $15.00 for an aggregate of 500,000 options to purchase
Common Stock being registered, which have already been granted under the
Republic Banking Corporation of Florida 1998 Stock Option Plan (the
"Plan"), (ii) the average of the high and low price of a share of Common
Stock as reported by the Nasdaq National Market on May 28, 1998, (which
was $16.656 with respect to 500,000 shares of Common Stock subject to
future grants of options under the Plan).
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Registration Statement on Form S-1 (Reg. No.
333-41301) as amended, filed with the Commission on December
1, 1997;
(b) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(c) all other documents filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 31, 1997; and
(d) The description of the Registrant's shares of Common Stock,
$.01 par value, set forth or incorporated by reference into
Item 1 of the Registrant's Form 8-A Registration Statement
(Reg. No. 000-23643) filed with the Commission on January 21,
1998.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not 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 Registrant has authority under the Florida Business Corporation Act
(the "FBCA") to indemnify its directors and officers to the extent provided in
such statute. The Registrant's Articles provide that the Registrant may
indemnify its executive officers and directors to the fullest extent permitted
by law either now or hereafter. In general, Florida law permits a Florida
corporation to indemnify its directors, officers, employees and agents, and
persons serving at the corporation's request in such capacities for another
enterprise against liabilities arising from conduct that such persons 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 their conduct was unlawful. The Company has also entered into an
agreement with each of its directors and certain of its officers wherein it has
agreed to indemnify each of them.
The provisions of the FBCA that authorize indemnification do not
eliminate the duty of care of a director and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of nonmonetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of the criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) deriving an improper
personal benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or a conscious disregard for the best
interests of the Registrant in a proceeding by or in the right of the Registrant
to procure a
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<PAGE>
judgment in its favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought from the Registrant, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification from the Registrant by
any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-4 below.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "Act");
(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) shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant'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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Coral Gables, State of Florida on May 29, 1998.
REPUBLIC BANKING CORPORATION OF FLORIDA
By: /s/ OSCAR BUSTILLO JR.
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Name: Oscar Bustillo, Jr.
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chairman of the Board May __, 1998
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Roberto Isaias
/s/ OSCAR BUSTILLO, JR. Chief Executive Officer, President May 29, 1998
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Oscar Bustillo, Jr. and Director
/s/ BERNARDO M. ARGUDIN Vice President, Chief Financial Officer, Principal May 29, 1998
- ----------------------------------- Accounting Officer and Director
Bernardo M. Argudin
Director May __, 1998
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Jose P. Bared
/s/ JOHN H. BLAKE Director May 29, 1998
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John H. Blake
Director May __, 1998
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Estefano Isaias
Director May __, 1998
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William Isaias
/s/ MILTON H. LEHR Director May 29, 1998
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Milton H. Lehr
/s/ FERNANDO TAMAYO Director May 29, 1998
- -----------------------------------
Fernando Tamayo
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Registrant's Amended and Restated Certificate of Incorporation(1)
3.2 Registrant's Amended and Restated Bylaws(2)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
10.1 1998 Stock Option Plan(3)
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
(contained in its opinion filed as Exhibit 5.1 hereto)
<FN>
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-41301), as amended,
filed with the Commission on December 1, 1997 (the "Registration
Statement").
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement.
(3) Incorporated by reference to Exhibit 10.2, filed with the Registrant's
Registration Statement.
</FN>
</TABLE>
II-4
EXHIBIT 5.1
June 5, 1998
Republic Banking Corporation of Florida
2800 Ponce de Leon Boulevard
Coral Gables, Florida 33134
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, Republic Banking Corporation of Florida, a Florida
corporation (the "Company"), sent for filing with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement relates to the offering and sale by the Company of up to 1,000,000
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), pursuant to stock options ("Options") granted or to be granted under
the Company's 1998 Stock Option Plan (the "Plan"). We have acted as special
counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of
Incorporation and Bylaws of the Company; (ii) records of corporate proceedings
of the Company, authorizing the Plan, any amendments thereto, and the
preparation of the Registration Statement and related matters; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that,
assuming that the Company maintains an adequate number of authorized and
unissued shares of Common Stock available for issuance to those persons who
exercise Options granted under the Plan and the consideration for shares of
Common Stock issued pursuant to such Options is actually received by the Company
as provided in the Plan, the shares of Common Stock issued pursuant to the
exercise of Options granted under and in accordance with the terms of the Plan
will be duly and validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 6, 1998, which appears on page
40 of the 1997 Annual Report to Shareholders of Republic Banking Corporation of
Florida, which is incorporated by reference in Republic Banking Corporation of
Florida's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Miami, Florida
June 5, 1998
