As filed with the Securities and Exchange Commission on August 18, 1995.
File No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Issuer as Specified in its Charter)
Florida 59-2260678
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
815 Colorado Avenue
Stuart, Florida 34995-9012
(407) 287-4000
(Address, including zip code, and telephone number of
Principal Executive Offices)
SEACOAST BANKING CORPORATION OF FLORIDA
1991 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
(Full Title of the Plan)
DALE M. HUDSON
President and Chief Executive Officer
SEACOAST BANKING CORPORATION OF FLORIDA
815 Colorado Avenue
Stuart, Florida 34995-9012
(407) 287-4000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered(1) Per Unit(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 300,000 shares $21.44 $6,432,000 $2,217.93
par value per share
<F1> This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment and anti-
dilution provisions of the Registrant's 1991 Stock Option and Stock
Appreciation Rights Plan.
<F2> Determined in accordance with Rule 457(h), the registration fee
calculation is based on the average of the high and low prices of the
Registrant's Class A Common Stock reported on the Nasdaq National Market
on August 15, 1995.
</TABLE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(2) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Registrant's 1994 Annual Report on Form
10-K, including without limitation the Registrant's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1995 and June 30, 1995.
(3) The description of Class A Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange
Act, including all amendments or reports filed for the purpose of updating
such description.
(4) All other documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement that indicates
that all securities offered have been sold or that deregisters all securities
that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Class A Common Stock registered hereby has been
passed upon by Alston & Bird, counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XII of the Registrant's Bylaws provides for mandatory
indemnification of and advancement of expenses to the Registrant's directors
and Board-elected officers substantially as follows.
The Registrant is required to indemnify a director or Board-elected
officer (and may indemnify any other officer or any employee or agent) of the
Registrant who was or is a party to any proceeding (other than an action by,
or in right of, the Registrant), by reason of the fact that he is or was a
director, officer, employee, or agent of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, 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 Registrant
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Registrant or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
The Registrant is required to indemnify a director or Board-elected
officer (and may indemnify any other officer or any employee or agent) of the
Registrant who was or is a party to any proceeding by or in the right of the
Registrant to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating
the proceeding to conclusion, actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal
thereof. Such indemnification shall be authorized if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification may be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
To the extent that a director, officer, employee, or agent of a
Registrant has been successful on the merits or otherwise in the defense of
any proceeding referred to in the preceding subparagraphs, or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
Any indemnification of a director or Board-elected officer as aforesaid,
unless pursuant to a determination by a court, shall be made by the Registrant
only upon a determination in the specific case that indemnification of the
person is proper in the circumstances because the person has met the
applicable standard of conduct as set forth in such paragraphs. Such
determination shall be made (a) by the Board of Directors by a majority vote
of a quorum consisting of directors who are not parties to such proceeding;
(b) if such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors who are not at the time parties to the proceeding; (c) by
independent legal counsel selected by the board of directors described in
paragraph (a) or the committee described in paragraph (b), or if a quorum of
the directors cannot be obtained for paragraph (a) and the committee cannot be
designated under paragraph (b), selected by a majority vote of the full board
of directors (in which directors who are parties may participate); or (d) by
the shareholders by a majority vote of a quorum consisting of shareholders who
are not parties to such proceeding or, if no such quorum is obtainable, by a
majority vote of shareholders who were not parties to such proceeding.
Expenses incurred by a director or Board-elected officer in defending a
civil or criminal proceeding shall be paid by the Registrant in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Registrant.
Indemnification and advancement of expenses provided pursuant to the
Registrant's Bylaws are not exclusive, and the Registrant is empowered to make
any other or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, unless a judgment or other final adjudication establishes that such
person's actions or omissions to act were material to the cause of action so
adjudicated and constitute (a) a violation of the criminal law, unless such
person had reasonable cause to believe that his conduct was lawful or had no
reasonable cause to believe that his conduct was unlawful; (b) a transaction
from which such person derived an improper personal benefit; (c) in the case
of a director, a circumstance under which the liability provisions of Section
607.0834 of the FBCA are applicable; or (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 judgment in its favor, or in a
proceeding by or in the right of a shareholder.
The Registrant is empowered to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Registrant or is or was serving at the request of the Registrant as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against him or incurred by him in any such capacity or arising out of his
status as such, whether or not the Registrant would have the power to
indemnify him against such liability under the Bylaws or applicable Florida
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
4.01 Articles of Incorporation, as amended, of the Registrant
(incorporated herein by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1988, File No. 0-13660, dated March 31, 1989)
4.02 Bylaws, as amended, of the Registrant (incorporated herein by
reference from Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992, File No.
0-13660, dated March 17, 1993)
5.01 Opinion of Counsel to the Registrant
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Independent Certified Public Accountants
24.01 Power of Attorney (included in Part II of this Registration
Statement)
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do 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 Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's articles of
incorporation, bylaws, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stuart, Florida, on August 15, 1995.
SEACOAST BANKING CORPORATION
OF FLORIDA
By: /DALE M. HUDSON/
Dale M.. Hudson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Dale M. Hudson and William R. Hahl, and either
of them (with full power in each to act alone), as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments to this Registration
Statement and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<C> <C> <C>
/DALE M. HUDSON/ President and Chief Executive August 15, 1995
Dale M. Hudson Officer (Principal Executive
Officer and Director)
/WILLIAM R. HAHL/ Senior Vice President and August 15, 1995
William R. Hahl Chief Financial Officer
(Principal Financial Officer)
/JOHN R. TURGEON/ Controller August 15, 1995
John R. Turgeon (Principal Accounting Officer)
/JEFFREY C. BRUNER/ Director August 15, 1995
Jeffrey C. Bruner
/JOHN H. CRANE/ Director August 15, 1995
John H. Crane
/EVANS CRARY, JR./ Director August 15, 1995
Evans Crary, Jr.
/DENNIS S. HUDSON, JR./ Director (Chairman) August 15, 1995
Dennis S. Hudson, Jr.
/DENNIS S. HUDSON, III/ Director August 15, 1995
Dennis S. Hudson, III
_______________________ Director
John R. Santarsiero, Jr.
_______________________ Director
Thomas H. Thurlow, Jr.
</TABLE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.01 Articles of Incorporation, as amended, of the Registrant
(incorporated herein by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1988, File No. 0-13660, dated March 31, 1989)
4.02 Bylaws, as amended, of the Registrant (incorporated herein by
reference from Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992, File No.
0-13660, dated March 17, 1993)
5.01 Opinion of Counsel of the Registrant
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Independent Certified Public Accountants
24.01 Power of Attorney (included in Part II of this Registration
Statement)
Exhibit 5.01
Opinion of Counsel
[ALSTON & BIRD LETTERHEAD]
August 15, 1995
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34995-9012
Re: Seacoast Banking Corporation of Florida
1991 Stock Option and Stock Appreciation Rights Plan
Gentlemen:
The undersigned has acted as counsel to Seacoast Banking Corporation of
Florida, a Florida corporation (the "Company") in connection with the
preparation and filing of its Form S-8 Registration Statement relating to the
Company's 1991 Stock Option and Stock Appreciation Rights Plan (the "Plan")
and the proposed offer of up to 300,000 shares of the Company's Class A Common
Stock, $0.01 par value (hereinafter referred to as "Class A Common Stock").
In connection therewith, we have examined originals or copies of corporate
records, certificates of public officials and of officers of the Company and
other instruments relating to the authorization and issuance of such shares of
Class A Common Stock as we have deemed relevant and necessary for the opinion
hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the Plan and
the proposed offer thereunder of up to 300,000 shares of Class A Common Stock
have been duly authorized by the Board of Directors of the Company, and the
shares, when issued in accordance with the terms and conditions of the Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8 and further consent to the use of our name
wherever appearing in the Form S-8.
Sincerely,
ALSTON & BIRD
By: /LAURA G. THATCHER/
Laura G. Thatcher
Exhibit 23.02
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Seacoast Banking Corporation of Florida 1991 Stock
Option and Stock Appreciation Rights Plan of our report dated January 17, 1995
with respect to the consolidated financial statements of Seacoast Banking
Corporation of Florida and its subsidiaries incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31 1994, filed with the
Securities and Exchange Commission.
Arthur Andersen LLP
Miami, Florida,
August 15, 1995.
