As filed with the Securities and Exchange Commission January 11, 1999.
File No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
(561) 287-4000
(Address, including zip code, and telephone number of Principal Executive
Offices)
Seacoast Banking Corporation of Florida 1998 Non-Employee Director Stock
Compensation Plan
(Full Title of the Plan)
Dennis S. Hudson, III Copy to:
President and Chief Executive Officer Michael L. Stevens
815 Colorado Avenue Alston & Bird LLP
Stuart, Florida 34995 One Atlantic Center
(561) 287-4000 1201 West Peachtree Street, NW
(Name and address of agent for service) Atlanta, Georgia 30309-3424
(404) 881-7970
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to Proposed Proposed
to be Registered be Maximum Maximum Amount of
Registered Offering Price Aggregate Registration
Per Unit (1) Offering Fee
Price (1)
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Class A Common 25,000 (2) $28.1875 $704,687.50 $195.90
Stock, $0.10 par
value
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(1) 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 System on January 7,
1999.
(2) Amount to be registered includes 25,000 shares which may be granted to
non-employee directors under the Seacoast Banking Corporation of Florida
1998 Non-Employee Director Stock Compensation Plan, plus such additional
shares as may be issued by reason of stock splits, stock dividends or
similar transactions.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to Dennis S. Hudson, III at (561) 287-4000.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Seacoast Banking Corporation of Florida
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and deemed to be a part
hereof from the date of the filing of such documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997; and
(c) 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.
All 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 which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
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 in any other subsequently filed document which also is
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.
<PAGE>
Item 6. Indemnification of Directors and Officers
The provisions of the Florida Business Corporation Act (the "FBCA") and the
Company's Bylaws set forth the extent to which the Company's directors and
officers may be indemnified against liabilities they may incur while serving in
such capacities. The Company's Bylaws provide that a director who performs his
duties under the Bylaws in good faith shall have no liability by reason of being
or having been a director of the corporation. The Florida Business Corporation
Act's provisions for indemnification are summarized below.
Section 607.0850(1) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding (other than an action by, or in
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. This Subsection further provides that 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 corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 607.0850(2) empowers a corporation to indemnify any person 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 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
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 corporation, 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.
Section 607.0850(3) provides that to the extent that a director, officer,
employee, or agent of a corporation 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.
<PAGE>
Section 607.0850(4) provides that any indemnification under subsections
(1) or (2), unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in a specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because the person has met the applicable standard of conduct as
set forth in subsections (1) or (2). 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.
Section 607.0850(5) provides that evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, persons
specified by paragraph 4(c) shall evaluate the reasonableness of expenses and
may authorize indemnification.
Section 607.0850(6) provides that expenses incurred by an officer or
director in defending a civil or criminal proceeding may 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 he is ultimately found not to be entitled to indemnification by the
corporation. Expenses incurred by other employees and agents may be paid in
advance upon terms or conditions that the board of directors deems appropriate.
Section 607.0850(7) provides that the indemnification and advancement of
expenses provided pursuant to this section are not exclusive, and the
corporation 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 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 shareholder.
<PAGE>
Section 607.0850(8) provides that indemnification and advancement of
expenses shall continue, unless otherwise provided when authorized or ratified,
to a person who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of such person's heirs, executors and administrators
unless otherwise provided when authorized or ratified.
Section 607.0850(9) provides that, unless the corporation's articles of
incorporation provide otherwise, notwithstanding the failure of a corporation to
provide indemnification and despite any contrary determination of the board or
of the shareholders of the specific case, a director, officer, employee, or
agent who is or was a party to a proceeding may apply for indemnification or
advancement of expenses, or both, to the court conducting the proceeding, to the
circuit court, or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers necessary, may
order indemnification and advancement of expenses, including expenses incurred
in seeking court-ordered indemnification or advancement of expenses, if it
determines that (a) the director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement or expenses; (b) the
director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power pursuant to subsection (7); or (c) the director, officer, employee,
or agent is failure and reasonably entitled to indemnification or advancement of
expenses, or both, in view of all the relevant circumstances, regardless of
whether such person meet the standard of conduct set forth in subsection (1),
subsection (2), or subsection (7).
Section 607.0850(12) provides that the corporation is empowered 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 or 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 the
provisions of this section.
The Company maintains an insurance policy insuring the Company and
directors and officers of the Company against certain liabilities, including
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page
contained in Part II hereof)
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 registration statement is on Form S-3, Form S-8 or Form F-3, and
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 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.
<PAGE>
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, State of Florida, on the 11th day of January,
1999.
SEACOAST BANKING CORPORATION OF FLORIDA
By: /s/ Dennis S. Hudson, III
Dennis S. Hudson, III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis S. Hudson, III and William R. Hahl, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 11th day of January, 1999, in the capacities indicated.
Name Capacity Date
/s/ Dennis S. Hudson, III President and Chief January 11, 1999
Dennis S. Hudson, III Executive Officer, Director
(Principal Executive Officer)
/s/ William R. Hahl Executive Vice President and January 11, 1999
William R. Hahl Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
/s/ Dale M. Hudson Chairman of the Board January 11, 1999
Dale M. Hudson.
Director January 11, 1999
Jeffrey C. Bruner
/s/ John H. Crane Director January 11, 1999
John H. Crane
Director January 11, 1999
Evans Crary, Jr.
Director January 11, 1999
Christopher E. Fogal
Director January 11, 1999
Jeffrey S. Furst
/s/ Dennis. S. Hudson, Jr. Director January 11, 1999
Dennis S. Hudson, Jr.
/s/ John R. Santarsiero, Jr. Director January 11, 1999
John R. Santarsiero, Jr.
/s/ Thomas H. Thurlow, Jr. Director January 11, 1999
Thomas H. Thurlow, Jr.
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page
contained in Part II hereof)
<PAGE>
EXHIBIT 5.1
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January 8, 1999
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34995
Re: Form S-8 Registration Statement Seacoast Banking Corporation of Florida
1998 Non- Employee Director Stock Compensation Plan
Ladies and Gentlemen:
We have acted as counsel for Seacoast Banking Corporation of Florida, a Florida
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 25,000 shares of the
Corporation's Class A Common Stock, $0.10 par value ("Class A Common Stock"),
that may be issued pursuant to the Seacoast Banking Corporation of Florida 1998
Non- Employee Director Stock Compensation Plan (the "Plan").
In the capacity described above, we have considered such matters of law and of
fact, including the examination of originals or copies, certified or otherwise
identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 25,000 shares of Class A
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: _/s/ Ralph F. MacDonald, III
A Partner
<PAGE>
EXHIBIT 23.2
************
CONSENT OF ARTHUR ANDERSEN LLP
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Seacoast Banking Corporation of Florida
S-8 Registration Statement of our report dated January 20, 1998 included in
Seacoast Banking Corporation of Florida's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
January 8, 1999
