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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1997
SEACOAST BANKING CORPORATION OF FLORIDA
---------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-13660 59-2260678
- --------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
815 Colorado Avenue
Stuart, Florida 34994
---------------------
(Addresses, including zip codes, of principal executive offices)
(561) 287-4000
---------------------------------
(Registrant's telephone numbers, including area code)
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ITEM 2. OTHER EVENTS.
At the close of business on May 30, 1997, Seacoast Banking
Corporation of Florida ("Seacoast") consummated the acquisition (the "Merger")
of Port St. Lucie National Bank Holding Corp. ("PSHC") pursuant to the terms of
that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 19, 1997 by and between Seacoast and PSHC. In addition, Port St. Lucie
National Bank, the wholly-owned banking subsidiary of PSHC, was merged with and
into the First National Bank & Trust Company of the Treasure Coast ("FNB"), the
wholly-owned banking subsidiary of Seacoast. It is anticipated that Messrs.
Jeffrey S. Furst and Christopher E. Fogal, previously directors of PSHC, will
become members of the Seacoast and the FNB Boards of Directors.
Pursuant to the terms of the Merger Agreement, each share of
common stock, par value $.01 per share, of PSHC ("PSHC Common Stock") issued and
outstanding at the effective time of the Merger (the "Effective Time") was
converted into the right to receive 1.00337 shares of the Class A common stock,
par value $.10 per share, of Seacoast ("Seacoast Class A Stock"). In addition,
each issued and outstanding warrant to purchase shares of PSHC Common Stock
("PSHC Warrants") at the Effective Time was converted into the right to receive
0.67680 shares of Seacoast Class A Stock. These ratios of exchange were
determined in accordance with the formulae set forth in the Merger Agreement,
which are dependent on the market price of Seacoast Class A Stock during a
20-day pricing period prior to the Effective Time of the Merger. Each holder of
shares of PSHC Common Stock exchanged pursuant to the Merger who was otherwise
entitled to receive a fraction of a share of Seacoast Class A Stock received
cash-in-lieu of such fractional shares at a price of $25.29375 per share of
Seacoast Class A Stock. Each PSHC stock option issued and outstanding as of the
Effective Time of the Merger was assumed by Seacoast and converted into the
right to purchase shares of Seacoast Class A Stock, adjusted to reflect the PSHC
Common Stock conversion ratio. An aggregate of 50,988 shares of Seacoast Class
A Stock are issuable upon exercise of such options.
ITEM 5. OTHER EVENTS
Amendment and Restatement of Articles of Incorporation
At a meeting of the Board of Directors of Seacoast duly called
and convened on April 15, 1997, the Board of Directors ratified, adopted and
approved an amendment to the Seacoast Articles of Incorporation to clarify the
voting requirement in connection with certain business combinations (as it
appears below in its entirety, the "Amendment").
The Amendment was required to be adopted and approved by the
holders of shares of the common stock of Seacoast voting in accordance with the
Seacoast Articles of Incorporation. At the Seacoast Meeting, the Amendment was
duly adopted and approved in accordance with voting provisions contained in the
Articles of Incorporation of Seacoast.
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Pursuant to the approval and adoption of the Amendment,
Article XI of the Seacoast Articles of Incorporation now reads in its entirety
as follows:
"ARTICLE XI
MERGER, CONSOLIDATION OR BUSINESS COMBINATION
The affirmative vote of the holders of two-thirds (66 2/3%)
of all the shares of Class A Common Stock outstanding and entitled to
vote, voting as a separate class, and the affirmative vote of the
holders of shares with two-thirds (66 2/3%) of all the votes
entitled to be cast by all shares of Common Stock of all classes
outstanding, voting together as a single class, shall be required to
approve any of the following:
(a) any merger or consolidation of this corporation
with or into any other corporation;
(b) any share exchange in which a corporation,
person, or entity acquires the issued or outstanding shares of
stock of this corporation pursuant to a vote of stockholders;
(c) any sale, lease, exchange or other transfer of
all, or substantially all, of the assets of this corporation
or any significant subsidiary of this corporation to any other
corporation, person or entity;
(d) any transaction similar to, or having a similar
affect on, any of the foregoing transactions.
Such affirmative votes shall apply and be required whether or
not a vote of the stockholders otherwise would be required by law or
the rules of any securities exchange or market (collectively, an "SRO")
on which this corporation has shares of its capital stock listed or
traded and notwithstanding that a lesser vote of stockholders might
otherwise be required by law or SRO; provided, however no such
affirmative votes shall be required where this corporation is issuing
shares of its capital stock or paying cash or other consideration to
acquire, directly or indirectly, another corporation, person or
entity."
The Amendment became effective upon the close of business May
30, 1997.
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Amendment and Restatement of Bylaws
At a meeting of the Board of Directors of Seacoast (the
"Board") duly called and convened on May 20, 1997, the Board ratified, approved
and adopted an amendment to Bylaws of Seacoast to provide that the number of
directors of Seacoast shall be between five (5) and fourteen (14), as the Board
shall determine from time to time. Article III, Section 2 of the Bylaws of
Seacoast was amended to read in its entirety as follows:
"2. NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the Corporation shall be determined
from time to time by the Board of Directors pursuant to a resolution
duly adopted by the Board of Directors, but in no event shall the
Corporation have less than five (5) directors nor more than fourteen
(14) directors. The number of directors may also be changed by the
Shareholders from time to time by amendment to these Bylaws, but no
decrease in the number of directors shall have the effect of shortening
the term of any such incumbent director. Each director shall hold
office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified."
On May 20, 1997 the Bylaws of Seacoast were amended and
restated to reflect the amendment as it appears above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to file at this time the required financial
statements required by this Item 7(a). Such financial statements shall
be filed as soon as practicable by amendment to this Form 8-K, but in
no event later than 60 days after the date that this Form 8-K is filed.
(b) Pro Forma Financial Information
It is impracticable to file at this time the required pro forma
financial information required by this Item 7(b). Such pro forma
financial information shall be filed as soon as practicable by
amendment to this Form 8-K, but in no event later than 60 days after
the date that this Form 8-K is filed.
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(c) Exhibits
Exhibit Number Description of Exhibit
2 Agreement and Plan of Merger by and between Seacoast
and PSHC, dated as of February 19, 1997.
(Incorporated by reference from the Registrant's
Registration Statement on Form S-4 (File No.
333-24119), filed on March 28, 1997, amended on April
14, 1997 and declared effective on April 16, 1997)
3.1 Amended and Restated Articles of Incorporation of
Seacoast Banking Corporation of Florida
3.2 Amended and Restated Bylaws of Seacoast Banking
Corporation of Florida
99 Press Release dated June 2, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SEACOAST BANKING CORPORATION OF FLORIDA
(Registrant)
By: /s/ Dale M. Hudson
-----------------------------------------
Dale M. Hudson
President and Chief Executive Officer
Date: June 6, 1997
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
2 Agreement and Plan of Merger by and between Seacoast and PSHC,
dated as of February 19, 1997. (Incorporated by reference from
the Registrant's Registration Statement on Form S-4 (File No.
333-24119), filed on March 28, 1997, amended on April 14, 1997
and declared effective on April 16, 1997)
3.1 Amended and Restated Articles of Incorporation of Seacoast
Banking Corporation of Florida
3.2 Amended and Restated Bylaws of Seacoast Banking Corporation of
Florida
99 Press Release dated June 2, 1997
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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SEACOAST BANKING CORPORATION OF FLORIDA
ARTICLE I
NAME
The name of the corporation shall be: SEACOAST BANKING CORPORATION OF
FLORIDA.
ARTICLE II
TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE III
NATURE OF BUSINESS
The general nature of the business or businesses to be transacted under
this Certificate of Incorporation shall be:
To engage in any activity or business permitted under the laws of the
United States and of the state of Florida and to carry out said purposes in any
state, territory, district, or possession of the United States, or in any
foreign country, to the extent that these purposes are not forbidden by the law
of the state, territory, district, or possession of the United states, or by the
foreign country.
ARTICLE IV
AUTHORIZED SHARES
A. The corporation shall have the authority to issue Common Stock in
two (2) classes to be known as Class A Common Stock and Class B common stock.
Except as otherwise required by law or by these Articles, Class A Common Stock
and Class B Common Stock shall vote together as a single class.
B. The corporation shall have the authority to issue an aggregate of
ten million (10,000,000) shares of Class A Common Stock with a par value of ten
cents ($.10) per share. Class A Common Stock shall have one (1) vote per share
for all purposes.
C. The corporation shall have the authority to issue an aggregate of
eight hundred ten thousand (810,000) shares of Class B Common Stock with a par
value of ten cents ($.10) per share. Class B Common Stock shall have ten (10)
votes per share for all purposes.
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D. No cash dividend may be declared or paid or paid on shares of Class
B Common Stock unless, simultaneously therewith or prior thereto, there is or
has been declared or paid (as the case may be) a cash dividend on the shares of
Class A Common stock of at least 110% of the cash dividend on the shares of
Class B Common Stock. A dividend payable in shares of Class A Common Stock to
holders of Class A Common Stock shall also be payable to the holders of shares
of Class B Common stock at the same time and on the same basis that such
dividend is payable to the holders of Class A Common Stock.
E. In any liquidation or dissolution of the corporation, the holders of
the Class A Common Stock shall be entitled to receive, out of the assets
available for distribution to holders of Common Stock, an amount equal to $2.50
per share before any amount shall be paid to holders of the Class B Common
Stock. After such preference amount has been paid to the holders of the Class A
common stock, the holders of the Class B Common Stock shall then be entitled to
next receive, out of the assets available for distribution to the holders of
Class A Common Stock a like amount per share. Thereafter holders of Class A
Common Stock and Class B Common Stock shall be entitled to participate, pro rata
in accordance with the number of shares owned by them, in the distribution of
the corporation's remaining assets.
F. Each share of Class B Common Stock of the corporation shall have an
unlimited right of conversion to one share of Class A Common Stock; provided,
however, that such right of conversion shall not be available to the Class B
Common Stock subsequent to the approval of a liquidation of dissolution of the
corporation by the stockholders.
G. All shares of Stock heretofore issued by the corporation to DENNIS
S. HUDSON, JR., as Incorporator, shall be exchanged on a one-to-one basis for
Class A Common Stock.
H. The corporation shall have authority to be exercised by the Board of
Directors to issue not more than 1,000,000 shares of preferred Stock of $1.00
par value (the "Preferred Stock"). Shares of the Preferred Stock shall be
designated as the Board of Directors may determine and may be issued in series
by the Board of Directors as hereinafter provided.
The Preferred Stock may be divided into and issued from time to time in
one or more series. All shares of the Preferred Stock shall be of equal rank and
shall be identical, except with respect to the particulars that may be fixed by
the Board of Directors as hereinafter provided pursuant to authority that is
hereby expressly vested in the Board of Directors; provided however, that each
share of a given series of the Preferred Stock shall be identical in all
respects with the other shares of such series. Before any shares of the
Preferred Stock of any particular series shall be issued, the Board of Directors
shall fix and determine, in the manner provided by law, the following
particulars with respect to the shares of such series:
(i) the distinctive designation of such series and the number of
shares that shall constitute such series, which number may be increased (except
where otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares of such series then issued) from
time to time by the Board of Directors by resolution;
(ii) the dividend or rate of dividend payable with respect to
shares of such series, the time of payment of any dividend, whether dividends
shall be cumulative and, if so, the conditions under which and the date from
which dividends shall be accumulated;
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(iii) the redemption provisions applicable to the shares of such
series, if any, and, if applicable, the time or times when, the price or prices
at which, and the other terms and conditions under which the shares of such
series shall be redeemable;
(iv) the amount payable on shares of such series in the event of
any voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the corporation, which shall not be deemed to include the merger of
consolidation of the corporation or a sale, lease, or conveyance of all or part
of the assets of the corporation;
(v) the purchase, retirement or sinking fund provisions, if any,
for the redemption or purchase of shares of such series;
(vi) the rights, if any, of the holders of shares of such series to
convert such shares into or exchange such shares for shares of the Common Stock
or shares of any other series of the Preferred Stock and the terms and
conditions of such conversion or exchange; and
(vii) the voting rights of the shares of such series or the absence
thereof and the extent of such voting rights, if any.
ARTICLE V
REGISTERED AGENT
The corporation's initial registered office and initial registered
agent at that address shall be:
DENNIS S. HUDSON, III 815 Colorado Avenue
Stuart, Florida 34994
ARTICLE VI
INITIAL BOARD OF DIRECTORS
The Initial Board of Directors shall Consist of fourteen (14) members,
who need not be residents of the State of Florida.
ARTICLE VII
NAMES AND ADDRESSES OF INITIAL DIRECTORS
The names and addresses of the persons who shall serve as Directors
until the first annual meeting of shareholders, or until their successors shall
have been elected and qualified, are as follows:
JEFFREY C. BRUNER 124 SE Wells Drive
Stuart, FL 34996
JOHN R. CASAR 4510 SW Thistle Terrace
Palm City, FL 34990
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BERNARD COKER 2929 SE Ocean Boulevard
Building 141, Apt. 5
Stuart, FL 34996
JOHN H. CRANE P.O. Box 356
Port Salerno, FL. 34992
EVANS CRARY, JR. P.O. Drawer 24
Stuart, FL 34995
ARCHIE A. HENDRY, III P.O. Box 3078
Stuart, FL 34995
DENNIS S. HUDSON, JR. P.O. Box 9012
Stuart, FL 34995
DALE M. HUDSON P.O. Box 9012
Stuart, FL 34995
MYRON T. LUCE 4324 Centerboard Lane
Stuart, FL 34995
CHARLES P. MCLEOD P.O. Box 9012
Stuart, FL 34995
ROLAND MERRELL 1212 Riverside Drive
Stuart, FL 34996
JOHN R. SANTARSIERO, JR. 5620 Winged Foot Drive
Stuart, FL 34997
FREDERICK P. STEIN 1100 NE St. Lucie Terrace
Jensen Beach, FL 34957
THOMAS H. THURLOW, JR. P.0. Box 106
Stuart, FL 34996
ARTICLE VIII
INCORPORATOR
The names and address of the initial incorporator is as follows:
DENNIS S. HUDSON, JR. P.O. Box 9012
Stuart, FL 34995
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ARTICLE IX
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation of this corporation may be amended as
provided by law; provided, however, that the affirmative vote of the holders of
two-thirds (2/3rds) of all of the shares of Class A Common Stock outstanding and
entitled to vote, voting as a separate class, and the affirmative vote of the
holders of shares with two-thirds (2/3rds) of all the votes entitled to be cast
by all shares of Common Stock of the corporation outstanding, voting together as
a single class, shall be required to approve any change of Article XI of theme
Articles of Incorporation.
ARTICLE X
BYLAWS
The Bylaws of the corporation shall be made, altered or rescinded by a
two-thirds (2/3rds) majority vote of the Directors of the Corporation.
ARTICLE XI
MERGER, CONSOLIDATION OR BUSINESS COMBINATION
The affirmative vote of the holders of two-thirds (66 2/3%) of all
the shares of Class A Common Stock outstanding and entitled to vote, voting as a
separate class, and the affirmative vote of the holders of shares with
two-thirds (66 2/3%) of all the votes entitled to be cast by all shares of
Common Stock of all classes outstanding, voting together as a single class,
shall be required to approve any of the following:
(a) any merger or consolidation of this corporation with or
into any other corporation;
(b) any share exchange in which a corporation, person, or
entity acquires the issued or outstanding shares of stock of this
corporation pursuant to a vote of stockholders;
(c) any sale, lease, exchange or other transfer of all, or
substantially all, of the assets of this corporation or any significant
subsidiary of this corporation to any other corporation, person or
entity; or
(d) any transaction similar to, or having a similar effect on,
any of the foregoing transactions.
Such affirmative votes shall apply and be required whether or not a
vote of the stockholders otherwise would be required by law or the rules of any
securities exchange or market (collectively, an "SRO") on which this corporation
has shares of its capital stock listed or traded and notwithstanding that a
lesser vote of stockholders might otherwise be required by law or SRO; provided,
however no such affirmative votes shall be required where this corporation is
issuing shares of its capital stock or paying cash or other consideration to
acquire, directly or indirectly, another corporation, person or entity.
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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
SEACOAST BANKING CORPORATION
OF FLORIDA
ARTICLE I - OFFICES
The principal office of the Corporation in the State of Florida shall
be located in the city of Stuart, County of Martin. The Corporation may have
such other offices, either within or without the State of incorporation as the
Board of Directors may designate or as the business of the Corporation may from
time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING
The annual meeting of the Stockholders shall be held on a day set by
the Board of Directors not later than April 30 of each year, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.
2. SPECIAL MEETINGS
Special meetings of the Stockholders, for any purpose or purposes
unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the request of the
holders of not less than ten per cent (10%) of all votes entitled to be cast by
all shares of Common Stock of the Corporation outstanding voting together as a
single class.
3. PLACE OF MEETING
The Board of Directors may designate any place, either within or
without the State unless otherwise prescribed by Statute, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the State unless
otherwise prescribed by statute, an the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the Corporation.
4. NOTICE OF MEETING
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mall, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to
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each stockholder of record entitled to vote at such meetings. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case to
be not more than sixty days and, in case of a meeting of stockholders, not less
than ten days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS
The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares of each class held by each, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.
7. QUORUM
At any meeting of stockholders a majority of all votes entitled to be
cast by the holders of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum. If less than
said number of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
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B. PROXIES
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting.
9. VOTING
Each stockholder entitled to vote in accordance with the terms and
provisions of the Restated Articles of Incorporation and these Bylaws shall be
entitled to vote, in person, or by proxy, the appropriate number of votes as
authorized by the Restated Articles of Incorporation for each share of stock
entitled to vote held by such stockholders. Upon the demand of any stockholder,
the vote for directors and upon any question before the meeting shall be by
ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided
by the Restated Articles of Incorporation or the laws of this State.
10. ORDER OF BUSINESS
The order of business at all meetings of the stockholders shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper, not inconsistent with
these Bylaws and the laws of this State.
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2. NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the Corporation shall be determined from
time to time by the Board of Directors pursuant to a resolution duly adopted by
the Board of Directors, but in no event shall the Corporation have less than
five (5) directors nor more than fourteen (14) directors. The number of
directors may also be changed by the Shareholders from time to time by amendment
to these Bylaws, but no decrease in the number of directors shall have the
effect of shortening the term of any such incumbent director. Each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified.
3. REGULAR MEETINGS
A regular meeting of the Directors shall be held without other notice
than this bylaw immediately after and at the same place as the annual meeting of
stockholders. The Directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS
Special meetings of the Directors may be called by or at the request of
the President or any five directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
5. NOTICE
Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or by telegram or
mailed to each Director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered with the telegram is delivered to the telegraph
company. The attendance of the Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. QUORUM
At any meeting of the Board of Directors a majority shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting a majority of the Directors present may adjourn the meeting from
time to time without further notice.
7. MANNER OF ACTING
The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
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8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board for any reason may be filled by a
vote of a majority of the Directors then in office, although less than a quorum
exists. A Director elected to fill a vacancy caused by resignation, death or
removal shall hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS
Any of all of the Directors may be removed for cause by vote of the
stockholders or by action of the Board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION
A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION
The Board of Directors shall have the authority to fix the compensation
of the Directors. Nothing therein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
12. PRESUMPTION OF ASSENT
A Director of the Corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution, May designate from among its
members an Executive Committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the Board.
14. TELEPHONE MEETINGS
Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
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ARTICLE IV - OFFICERS
1. NUMBER
The officers of the Corporation shall be a President, a Vice-President,
a Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors.
2. ELECTION AND TERM OF OFFICE
The officers of the Corporation to be elected by the Board of Directors
shall be elected annually at the first meeting of the Directors held after each
annual meeting of the stockholders. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
3. REMOVAL
Any officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in their judgment the best
interests of the Corporation would be served, thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
5. PRESIDENT
The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the Stockholders
and of the Board of Directors. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, Certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
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6. VICE-PRESIDENT
In the absence of the President or in event of his death, inability or
refusal to act, the Vice-President shall perform the duties of the President,
and when so acting, shall have all the powers of an be subject to all the
restrictions upon the President. The Vice-President shall perform such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
7. SECRETARY
The Secretary shall keep the minutes of the Stockholders' and of the
Board of Directors' meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required, be custodian of the corporate records and of the seal of
the Corporation and keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder, have
general charge of the stock transfer books of the Corporation and in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Directors.
8. TREASURER
If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall have charge and
custody of and be responsible for the funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories and shall be selected in
accordance with these Bylaws and in general perform all of the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
9. SALARIES
The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the Corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.
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2. LOANS
No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences or indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined resolution of the Board of
Directors.
4. DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES
Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary or by such other officers
authorized by law and by the Board of Directors. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the stockholders, the number of shares and date of issue, shall be entered on
the stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
2. TRANSFERS OF SHARES
(a) Upon surrender to the Corporation or the Transfer Agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal office
or at the office of its Transfer Agent.
(b) The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
January in each year.
ARTICLE VII - DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE IX - SEAL
The Board of Directors shall provide a Corporate Seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation, year of incorporation and the words, "Corporate
Seal."
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
these Bylaws or under the provisions of the Restated Articles of Incorporation,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a vote of two-thirds (2/3) of the Directors of the Corporation at any
regular meeting of the Board of Directors, or at any special meeting of the
Board of Directors when the proposed amendment has been set out in the notice of
such special meeting.
ARTICLE XII - INDEMNIFICATION
Section 12.1 Indemnification in Actions Other Than Those By or In the
Right of the Corporation. The corporation shall indemnify any director of the
corporation or any officer elected by the board of directors (and may indemnify
any other officer or any employee or agent of the corporation) who was or is a
party to any proceeding (other than an action by or in the right of the
corporation) by reason of the fact that he 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 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 corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
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 corporation, or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
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Section 12.2 Indemnification in Actions By or In the Right of the
Corporation. The corporation shall indemnify any director of the corporation or
any officer elected by the board of directors (and may indemnify any other
officer or any employee or agent of the corporation) who was or is a party to
any proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact he 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 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, 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, except that no indemnification shall be made in respect to 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 the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 12.3 Mandatory Indemnification of Expenses in Successful
Defenses. To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in Section 12.1 or Section 12.2 of this Article XII, 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.
Section 12.4 Authorization for Indemnification. Any indemnification
under Section 12.1 or Section 12.2 of this Article XII, unless pursuant to a
determination by a court, shall be made by the corporation only upon a
determination in the specific case that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 12.1 or Section 12.2 above,
as the case may be, and if indemnification is determined to be proper then, in
the case of proposed indemnification of any person other than a director of the
corporation or a board-elected officer, only as authorized in the specific case.
Such determination or authorization shall be made (1) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
such proceeding, (2) 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 not at the time parties to the proceeding, (3) by a written
opinion of independent legal counsel selected by the board of directors as
described in (1) above or by the Committee as described in (2) above, or (4) by
the stockholders by a majority vote of a quorum consisting of stockholders who
were not parties to such proceeding or, if no such quorum is obtainable, by a
majority vote of stockholders who were not parties to such proceedings.
Section 12.5 Advancement of Expenses. Expenses incurred by a director
of the corporation or any officer elected by the board of directors in defending
a civil or criminal proceeding shall be paid by the corporation 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 it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this Article XII. Such expenses incurred by other officers,
employees or agents of the corporation may, at the discretion of the board of
directors, be so paid upon such terms and
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conditions, including receipt of the undertaking to repay as described above, as
the board of directors deems appropriate.
Section 12.6 Non-Exclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled, and the corporation may take other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents,
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action by such a director, officer, employee or agent in
his official capacity and as to action in another capacity while holding such
office or position. However, indemnification or advancement of expenses shall
not be made to or on behalf of any director, officer, employee or agent if a
judgment or other final adjudication establishes that his actions, or omissions
to act, were material to the cause of action so adjudicated and constitute:
(a) a violation of the criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;
(b) a transaction from which the director, officer, employee or agent
derived an improper personal benefit;
(c) in the case of a director, a circumstance under which the liability
provisions of Section 607.144 of the Florida General Corporation Act are
applicable; or
(d) willful misconduct or a conscious disregard for the best interests
of the corporation in a proceeding by or in the right of the corporation to
procure a judgment in its favor or in a proceeding by or in the right of a
stockholder.
Section 12.7 Insurance. The corporation shall have the 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 liability asserted against him and incurred by him 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 this Article
XII.
Section 12.8 Meaning of Certain Terms for Purposes of Article XII. For
purposes of this Article XII, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or who is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership joint venture, trust or other enterprise shall stand in the same
position under this Article XII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued. For purposes of this Article XII, references
to "other enterprises" shall include employee benefit plans; references to
"expenses" shall include counsel fees, including those for appeal; references to
"liability" shall
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include obligations to pay a judgment, settlement, penalty, fine (including an
excise tax assessed with respect to any employee benefit plan), and expenses
actually and reasonably incurred with respect to a proceeding; references to
"proceeding" shall include any threatened, pending or completed action, suit, or
other type of proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal; references to "agent" shall
include a volunteer; references to "serving at the request of the corporation"
shall include any service as a director officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent, including duties relating to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article XII.
Section 12.9 Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article XII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 12.10 Severability. In the event that any of the provisions of
this Article XII (including any provision within a single sections paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the fullest extent permitted by law.
Section 12.11 Notification to Stockholders of Amounts Paid in
Indemnification. If any expenses or other amounts are paid by way of
indemnification otherwise than by court order or action by the stockholders or
by an insurance carrier pursuant to insurance maintained by the corporation, the
corporation shall, not later than the time of delivery to stockholders of
written notice of the next annual meeting of stockholders, unless such meeting
is held within three months from the date of such payment, and, in any event,
within 15 months from the date of such payment, deliver either personally or by
mail to each stockholder of record at the time entitled to vote for the election
of directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
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I, Dennis S. Hudson, III hereby certify that: (1) I am the duly authorized and
empowered Secretary of Seacoast Banking Corporation of Florida (the
"Corporation"); and (2) the foregoing Bylaws are the Bylaws of the Corporation,
and all of these Bylaws, in the form and content as they appear above, are now
lawfully in full force and effect.
I have hereunto affixed by official signature and the seal of the Corporation,
in the city of Stuart, on this 30th day of May, 1997.
/s/ Dennis S. Hudson, III
----------------------------------
Dennis S. Hudson, III
Secretary
STATE OF FLORIDA
COUNTY OF MARTIN
BEFORE the undersigned, a Notary Public of Florida, personally appeared Dennis
S. Hudson, III, the duly authorized and empowered Secretary of Seacoast Banking
Corporation of Florida, to me well known, who acknowledged that he executed the
foregoing certificate for the purposes set forth and established herein.
WITNESS my hand and seal of office this 30th day of May, 1997.
/s/ Yvonne E. Miner
----------------------------------
Notary Public, State of Florida
(NOTARY SEAL) My Commission Expires:
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EXHIBIT 99
[LOGO] SEACOAST BANKING CORPORATION OF FLORIDA
Post Office Box 9012 - Stuart, Florida 34995-9012 - 407/287-4000
================================================================================
NEWS RELEASE
================================================================================
Today's Date: 4:00 P.M., MAY 30, 1997
Release Date: FOR IMMEDIATE RELEASE
For more information contact: Dennis S. Hudson, III
Senior Executive Vice President
Chief Operating Officer
Seacoast Banking Corporation
(561) 288-6086
NASDAQ-NMS: William R. Hahl
Senior Executive Vice President/
Chief Financial Officer
(561) 221-2825
SEACOAST BANKING CORPORATION OF FLORIDA COMPLETES MERGER
WITH PORT ST. LUCIE NATIONAL BANK HOLDING CORPORATION
STUART, FL - Seacoast Banking Corporation of Florida (NASDAQ-NMS:SBCFA), a bank
holding company whose subsidiary is First National Bank and Trust Company of the
Treasure Coast, has completed a tax-free reorganization in which Port St. Lucie
National Bank Holding Corporation ("PSL") merged with and into Seacoast
effective today. PSL shareholders will receive 900,000 shares of Seacoast common
stock for all of their issued and outstanding common stock, warrants and
options. As of March 31, 1997, PSL had $133 million in assets and $121 million
in deposits.
Giving effect to this combination, Seacoast has approximately $900
million in assets, $795 million in deposits and $77 million in shareholder's
equity. Seacoast, through its banking subsidiaries, offers a broad range of
banking, trust and financial services to the residents of Florida's Treasure
Coast, one of the most affluent regions of Florida and among the fastest growing
in the United States. Seacoast is the largest independent bank headquartered on
Florida's Treasure Coast.
