As filed with the Securities and Exchange Commission on April _4__, 1996
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REPUBLIC SECURITY FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2335075
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
RUDY E. SCHUPP
4400 CONGRESS AVENUE 4400 CONGRESS AVENUE
WEST PALM BEACH, FLORIDA 33407 WEST PALM BEACH, FLORIDA 33407
(407) 840-1200 (407) 840-1200
(Address, including zip code, (Name, address, including zip code,
and telephone number, and telephone number, including area code,
including area code of of agent for service)
registrant's principal executive offices)
COPIES TO:
Amy E. Paye, Esq.
Morgan, Lewis & Bockius LLP
5300 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
(305) 579-0486
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ].
Calculation of Registration Fee
<TABLE>
<CAPTION>
====================================================================================================================================
Title of each class of Proposed maximum offering Proposed maximum Amount of
securities to be registered Amount to be registered price per unit aggregate offering price registration fee
====================================================================================================================================
Common Stock, par value
<C> <C> <C> <C> <C>
$.01 per share 750,000 $6.06(1) $4,545,000 $1,567.24
====================================================================================================================================
<FN>
(1) Calculated solely for the purpose of this offering under Rule 457(c) of the
Securities Act of 1933 on the basis of the average of the high and low
selling prices per share of the Common Stock of Republic Security Financial
Corporation on April 2, 1996, as reported by the NASDAQ National Market.
</TABLE>
<PAGE>
P R O S P E C T U S
REPUBLIC SECURITY FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND OPTIONAL STOCK PURCHASE PLAN
750,000 Shares of Common Stock (Par Value $.01)
The Dividend Reinvestment and Optional Stock Purchase Plan (the "Plan")
of Republic Security Financial Corporation (the "Company") provides each holder
of shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), with a convenient and economical way of purchasing additional shares of
Common Stock through the automatic reinvestment of cash dividends of Common
Stock and/or through optional cash payments. Any holder of record of shares of
Common Stock is eligible to participate. Participants in the Plan pay no
brokerage commissions or other expenses in connection with the purchase of
shares of Common Stock under the Plan. The Reinvestment Agent (as defined in the
Plan) will administer the Plan.
Participants in the Plan may elect to:
o Reinvest automatically their cash dividends and have the option of
investing limited additional amounts by making cash payments of not
less than $100 nor more than $10,000 per calendar quarter, or
o Reinvest automatically a portion of their cash dividends while
continuing to receive the remainder of their cash dividends and have
the option of investing limited additional amounts by making cash
payments of not less than $100 nor more than $10,000 per calendar
quarter, or
o Invest only by making optional cash payments of not less than $100 nor
more than $10,000 per calendar quarter.
Shares purchased for Participants' Noncertificated Share Accounts (as
defined in the Plan) will generally be original issue shares acquired from the
Company. However, the Company reserves the right to purchase shares for the Plan
on the open market. The purchase price of shares of Common Stock purchased from
the Company will be an amount equal to the average of the high and low sale
prices for the Common Stock on the Reinvestment Date (as defined in the Plan).
If no Common Stock was traded on the Reinvestment Date, the purchase price per
share will be based on the most recent date immediately prior to the
Reinvestment Date that the Common Stock was traded. The price per share for
additional shares purchased on the open market for the Plan will be the average
of the price of all such shares purchased for the Plan in respect of any
Reinvestment Date.
A shareholder who does not wish to participate in the Plan will receive
dividends, as declared, in the usual manner. Such shareholders need not take any
action to continue to receive their dividends.
The outstanding shares of the Company's Common Stock are, and the
additional shares offered hereby will be, listed on the NASDAQ National Market.
The Company will receive all of the net proceeds from the sale of the
Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is April 4, 1996
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof. This Prospectus does
not constitute an offer or solicitation by anyone in any jurisdiction in which
said offer or solicitation is not qualified or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Page
Available Information.........................................................3
Incorporation of Certain Documents by Reference...............................3
The Company...................................................................4
The Plan......................................................................4
Purpose..............................................................4
Advantages...........................................................4
Administration.......................................................5
Participation in Plan................................................5
Optional Cash Payments...............................................7
Costs................................................................8
Purchases............................................................8
Share Certificates...................................................8
Participants' Records & Accounts.....................................9
Modification or Termination by a Participant........................10
Other Information...................................................11
Federal Income Tax Consequences.....................................12
Use of Proceeds..............................................................14
Description of Capital Stock.................................................14
Experts......................................................................15
Indemnification of Directors and Officers....................................15
Legal Matters................................................................16
Appendix A: Terms and Conditions of the Plan.................................A-1
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AVAILABLE INFORMATION
Republic Security Financial Corporation (the "Company") is subject to
the information and reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Information as of particular dates concerning
directors and officers, their remuneration and any material interest of such
persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at Room 1228, 75 Park Place, New York, New
York 10007 and at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained in
person from the Public Reference Section of the Commission at its principal
office located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 25049, at prescribed rates. The common stock, par value $0.01
per share (the "Common Stock"), of the Company is listed on the NASDAQ National
Market (the "NASDAQ-NM"), and such reports, proxy material and other information
concerning the Company may also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a registration statement on Form
S-3 (herein, together with all exhibits and schedules thereto, referred to as
the "Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus, which is part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement for further information with respect to the Company and the securities
offered hereby. Copies of the Registration Statement are on file at the offices
of the Commission and may be obtained upon payment of the prescribed fee or may
be examined without charge at the public reference facilities of the Commission
described above. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
-------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by the Company under
the Exchange Act, are incorporated in this Prospectus and made a part hereof by
reference:
The Company's Annual Report on Form 10-K for the nine month transition
period ended December 31, 1995.
The Company's Current Report on Form 8-K dated January 19, 1996.
The Company's Proxy Statement dated March 29, 1996.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the conclusion of the offerings contemplated hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the dates of filing of such documents or reports. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
incorporated document or in an accompanying prospectus supplement, if any, which
is or is not deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Prospectus.
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<PAGE>
The Company will provide without charge to each person, including any
beneficial owner of Common Stock, to whom this Prospectus is delivered, upon
such person's written or oral request, a copy of the documents which have been
incorporated by reference (other than exhibits unless such exhibits are
specifically incorporated by reference in any such document) in this Prospectus.
Written or telephone requests for copies of such documents should be directed to
Republic Security Financial Corporation, 4400 Congress Avenue, P.O. Box 4298,
West Palm Beach, Florida 33402-4298, Attention: Secretary, (407) 840-7841.
THE COMPANY
The Company is a bank holding company whose principal business is the
operation of Republic Security Bank (the "Bank"), its wholly owned subsidiary.
The Bank is a Florida commercial bank. The Company's primary market area is Palm
Beach County, Florida, which is the nation's third-fastest growing metropolitan
statistical area. The Bank's main business activities are attracting deposits,
originating loans, making investments and servicing loans for the Bank and for
others.
The Company was incorporated in Florida in 1983 and became a bank
holding company on November 8, 1995 in connection with the conversion of the
Bank from a federal savings bank to a Florida commercial bank. Its executive
offices are located at 4400 Congress Avenue, West Palm Beach, Florida
33407-3288, telephone number (407) 840-1200. The common stock, par value $.01
per share (the "Common Stock"), of the Company is currently traded on NASDAQ-NM
under the symbol "RSFC."
THE PLAN
The following questions and answers constitute a summary of the
Company's Dividend Reinvestment and Optional Stock Purchase Plan (the "Plan").
The Terms and Conditions of the Plan appear as Appendix A attached hereto and
made a part hereof.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of record of the
Company's Common Stock with a convenient and economical way to reinvest cash
dividends and/or make optional cash investments to purchase additional shares of
the Company's Common Stock at market value, without payment of any brokerage
commission, service charge or other expense. Shares of the Common Stock for the
Plan may be purchased, in the discretion of the Company, either directly from
the Company and/or in the open market.
Since the reinvestment of dividends and the purchase of additional
shares will provide funds to be retained by the Company in exchange for the
issuance of new shares of Common Stock, the Company will receive additional
funds through the Plan that will be used from time to time for general corporate
purposes.
ADVANTAGES
2. What are some of the advantages of the Plan?
Participants in the Plan may elect to have all or a designated portion
of cash dividends on their shares of Common Stock automatically reinvested
and/or build their ownership in the Company through additional cash investment
of not less than $100 nor more than $10,000 per calendar quarter. (See Question
4 for information on who is eligible to participate.)
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<PAGE>
Participants in the Plan will pay the Market Price (as defined in
Question 13) for shares whether reinvesting all or a designated portion of their
cash dividends or purchasing additional shares through the cash investment
option available under the Plan.
All service charges and brokerage commissions, if any, in connection
with purchases under the Plan will be paid by the Company.
Full investment under the Plan is possible because the Plan permits
fractions of shares, as well as full shares, to be purchased for Participants.
In addition, dividends with respect to such fractions, as well as with respect
to full shares, will be used to purchase additional shares for Participants.
Regular statements will provide Participants with a record of each transaction.
(See Question 19 for information regarding frequency of reports.) All share
purchases, by reinvestment of dividends or by optional cash payments, will be
credited to the Participant's account established for the Plan (a
"Noncertificated Share Account") on the records of the Company.
ADMINISTRATION
3. Who administers the Plan for Participants?
The reinvestment agent (the "Reinvestment Agent") administers the Plan
for Participants. The present Reinvestment Agent is American Stock Transfer &
Trust Company.
The Reinvestment Agent maintains a continuing record of all
Participants' Noncertificated Share Accounts, sends statements of account to
each Participant, and performs other duties relating to the Plan. The
Reinvestment Agent will hold for safekeeping the certificates for shares
purchased for each Participant under the Plan until termination of the
shareholder's participation in the Plan, or until a written request is received
from the Participant for withdrawal of the shares.
Should American Stock Transfer & Trust Company cease to act as the
Reinvestment Agent under the Plan, the Company may perform these administrative
duties itself or may designate another agent. In such event, all references
herein to American Stock Transfer & Trust Company shall be deemed to be
references to the Company or such other agent as the Company may designate.
All correspondence, notices, questions or other communications
regarding transactions under the Plan should be addressed to:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, NY 10005
PARTICIPATION
4. Who is eligible to participate in the Plan?
All shareholders of record of the Company's Common Stock are eligible
to participate in all features of the Plan. Shareholders of record may make
optional cash payments whether or not they also have elected to reinvest
dividends on Common Stock registered in their names.
Beneficial owners whose shares are registered in names other than their
own (for instance, in the name of a broker, bank nominee or other record holder)
are eligible to participate in the dividend reinvestment feature of the Plan
through such nominee record and should instruct the broker, bank nominee or
other record holder to arrange with its depository or registered nominee for
reinvestment of dividends under the Plan. The Company reserves the right,
however, to refuse to permit a broker, bank nominee or other record holder to
participate in the Plan if the terms of such participation would, in the
Company's judgment, result in excessive cost or burden on the Company. In the
event of such refusal, in order to participate in the Plan, beneficial owners
would be required to become
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<PAGE>
shareholders of record by having shares transferred into their own names.
Beneficial owners who would like to participate in the optional cash payment
feature of the Plan must become shareholders of record by having at least one
share transferred into their own names.
The Company may refuse participation in the Plan to shareholders
residing in states whose securities laws do not exempt shares offered pursuant
to the Plan from registration.
5. How does an eligible shareholder participate?
In order to participate in the Plan, an eligible shareholder must
properly complete the Authorization Card furnished by the Company or the
Reinvestment Agent and return it to American Stock Transfer & Trust Company, 40
Wall Street, 46th Floor, New York, New York 10005. An Authorization Card and
postage-paid envelope are enclosed with this Prospectus and additional cards may
be obtained at any time by shareholders by written or oral request to the
Reinvestment Agent, American Stock Transfer & Trust Company, 40 Wall Street,
46th Floor, New York, New York 10005. Telephone requests or general inquiries
may also be made by calling (718) 921-8283.
An Authorization Form will be mailed to all new holders of record of
Common Stock by the Company. Authorization Forms may also be obtained at any
time by written request to the Reinvestment Agent or by contacting the Corporate
Secretary, Republic Security Financial Corporation, 4400 Congress Avenue, West
Palm Beach, Florida 33407-3288, telephone (407) 840-1200.
Shareholders who do not wish to participate in the Plan will receive
cash dividends, as declared, in the usual manner.
6. What does the Authorization Card provide?
The Authorization Card provides for the purchase by shareholders of
additional shares of Common Stock through the following investment options
offered under the Plan:
Full Dividend Reinvestment -- Reinvest cash dividends on all shares
owned by the Participant. Optional cash payments of not less than $100
nor more than $10,000 may also be made quarterly.
Partial Dividend Reinvestment -- Reinvest cash distributions on less
than all of the shares owned by the Participant and continue to receive
cash dividends on the other shares. Optional cash payments of not less
than $100 nor more than $10,000 may also be made quarterly.
Optional Payments Only -- Invest by making optional cash payments of
not less than $100 nor more than $10,000 per calendar quarter.
Cash dividends on shares credited to the Participant's Noncertificated
Share Account under the Plan are automatically reinvested to purchase additional
shares.
7. Is partial participation possible under the Plan?
A shareholder who desires the dividends on only some full shares to be
reinvested under the Plan may indicate such number of shares on the
Authorization Card under the heading "Partial Dividend Reinvestment." Cash
dividends will continue to be made on the remaining shares.
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<PAGE>
8. When may a shareholder join the Plan?
If an Authorization Card specifying "Full Dividend Reinvestment" or
"Partial Dividend Reinvestment" is properly completed and received by the
Reinvestment Agent at least one business day before the record date established
for the payment of a particular dividend, reinvestment of dividends will
commence with that dividend payment. Dividend payment dates are anticipated to
be in February, May, August and November each year ("Dividend Payment Date").
The record date is normally at least 10 business days prior to the Dividend
Payment Date.
Optional cash payments received from a Participant at least one
business day prior to a Dividend Payment Date (herein referred to as a
"Reinvestment Date") will be applied towards the purchase of additional shares
as of such Reinvestment Date. Optional cash payments received less than one
business day or more than 30 days prior to a Reinvestment Date may be returned
by the Reinvestment Agent. No interest will be paid on funds received and held
for the purchase of shares under the Plan. Therefore, it is suggested that any
optional cash payment that a Participant wishes to make be sent so as to arrive
shortly before a Reinvestment Date.
OPTIONAL CASH PAYMENTS
9. Who is eligible to make optional cash payments?
Shareholders of record who have executed an Authorization Card are
eligible to make optional cash payments of not less than $100 nor more than
$10,000 in the aggregate for any quarter (noncumulative from quarter to
quarter). (See Question 4 for information regarding eligibility of beneficial
owners.)
10. How are optional cash payments made?
A new Participant may make an optional cash payment when enrolling in
the Plan by sending the Reinvestment Agent a check or money order, payable to
American Stock Transfer & Trust Company, for not less than $100 nor more than
$10,000, with a completed Authorization Form.
Once a Participant has enrolled in the Plan and the initial investment
is made, whether of dividends or optional cash, an optional cash payment form
will be attached to each statement of account sent to the Participant. Any check
or money order for an optional cash payment must be made to American Stock
Transfer & Trust Company and should be accompanied by a properly completed
optional cash payment form. Checks and forms should be mailed to American Stock
Transfer & Trust Company, Attention: Dividend Reinvestment, 40 Wall Street, New
York, New York 10005.
Optional cash payments must be in United States dollars, payable at a
United States bank, and may not be less than $100 per payment nor more than
$10,000 in the aggregate for any quarterly period between Dividend Payment Dates
(noncumulative from quarter to quarter). The same amount need not be sent each
time, and there is no obligation to make an optional cash payment in any
quarter. Do not send cash.
Optional cash payments can be refunded if a written request is received
by the Reinvestment Agent at the above address at least two business days prior
to the date of investment.
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COSTS
11. Are there any expenses to Participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions, service or other
charges for purchases made under the Plan. Any costs of administration of the
Plan will be borne by the Company. However, charges will be incurred by a
Participant upon the sale of his or her shares (see Questions 23, 25 and 26),
and certain fees may be charged to Participants by brokers when shares are held
by brokers.
PURCHASES
12. How many shares will be purchased for Participants?
The number of shares to be purchased will be determined by the amount
of the Participant's dividends and/or optional cash payments being reinvested or
paid and the Market Price (as defined in Question 13) of the shares. Each
Participant's Noncertificated Share Account in the Plan will be credited with
the number of shares, including fractional shares computed to three decimal
places, equal to the amount of the dividends and/or optional cash to be
reinvested or paid divided by the applicable purchase price of the shares.
13. How will the purchase price of Shares be determined?
Shares may be purchased from the Company or may be purchased, in the
discretion of the Company, in the open market by the Reinvestment Agent. For
shares purchased from the Company, the price per share will be the average of
the high and low sale prices of the shares (the "Market Price") on the
Reinvestment Date on NASDAQ- NM as reported by The Wall Street Journal. If no
shares were traded on the Reinvestment Date, the Market Price will be based on
the most recent date immediately prior to the Reinvestment Date that the shares
were traded. For shares purchased on the open market, the price per share will
be the average price of all shares purchased for the Plan in respect of any
Reinvestment Date.
14. When will dividends and/or optional cash payments be invested?
Dividends and/or optional cash payments will be invested in additional
shares and credited to a Participant's Noncertificated Share Account within
thirty days of each Reinvestment Date. If any dividends and/or optional cash
payments are not reinvested by the Reinvestment Agent within thirty days after a
Reinvestment Date, such dividends or optional cash payments will be returned to
the Participant without any interest thereon.
15. Must all dividends on shares credited to a Participant's Noncertificated
Share Account under the Plan be reinvested?
Yes. Regardless of the investment option chosen, all cash dividends on
shares held in the Plan for all Participants are automatically reinvested in
additional shares of Common Stock.
SHARE CERTIFICATES
16. Will certificates be issued to Participants for shares purchased under
the Plan?
Although the Company reserves the right at any time to issue
certificates for any number of shares in a Participant's Noncertificated Share
Account, certificates for shares will not be issued except as described in
Question 17. Shares purchased under the Plan will be credited to a Participant's
Noncertificated Share Account and will be shown on a Participant's statement of
account. Certificates for the shares purchased pursuant to the Plan will be
issued to Participants upon their written request, except that no certificates
will be issued for fractional shares. A Participant requesting a certificate for
all the shares in Participant's Noncertificated Share Account will receive cash
for a fractional share only if participation in the Plan is terminated. (See
Question 17 for how a Participant may
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<PAGE>
obtain certificates.) Cash dividends on all shares held in the Participant's
Noncertificated Share Account under the Plan will be automatically reinvested to
purchase additional shares which will be reflected in the Participant's
Noncertificated Share Account.
17. How may a Participant obtain certificates for Shares purchased under
the Plan?
A Participant who has purchased shares under the Plan may obtain
certificates for those shares in the Participant's Noncertificated Share Account
at any time by sending a written request to that effect to the Reinvestment
Agent. No certificates will be issued for fractional shares, but a Participant
requesting termination of participation in the Plan will receive, in cash, the
Market Price of any fractional share as well as one certificate, unless
otherwise requested by the Participant, for all whole shares held for such
terminating Participant in the Noncertificated Share Account. This notice should
be mailed to Republic Security Financial Corporation, c/o American Stock
Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005.
The Company, however, reserves the right at any time to issue certificates to
Participants for any shares in their Noncertificated Share Accounts. (See
Questions 22-25 for information on termination of participation.)
18. May Common Stock held in certificate form be deposited in a Participant's
Noncertificated Share Account?
Yes. Common Stock certificates registered in a Participant's name may
be surrendered to the Reinvestment Agent for deposit to the Participant's
Noncertificated Share Account. This procedure enables Participants to avoid the
necessity of safekeeping certificates. The Participant should contact the
Reinvestment Agent (see Question 3) for the proper procedure to deposit
certificates.
Common Stock certificates may be deposited in a Participant's
Noncertificated Share Account whether or not the Participant has previously
authorized reinvestment of dividends on Common Stock registered in the
Participant's name. However, as with all other shares held in the Participant's
Noncertificated Share Account, all dividends on any shares deposited will
automatically be reinvested.
PARTICIPANTS' RECORDS AND ACCOUNTS
19. What type of reports will be sent to Participants in the Plan?
As soon as practicable after each Reinvestment Date, a Participant in
the Plan will receive a statement indicating the Market Price, the number of
shares purchased and the number of shares in the Participant's Noncertificated
Share Account. In addition to the above information, a statement to a
Participant in the dividend reinvestment portion of the Plan will also show the
total dividend payment and the amount of the dividend payment reinvested. Each
of these statements is a record of the cost of purchases under the Plan and
should be retained for tax purposes.
In addition, each Participant will receive copies of the Company's
annual and quarterly reports to shareholders, notices of annual and special
meetings, proxy statements and income tax information for reporting dividends.
Beneficial owners whose shares are registered in names other than their own (for
instance, in the name of a broker, bank nominee or other record holder) must
arrange to obtain their copies of such reports from the record holder.
20. In whose name will accounts be maintained and certificates registered
when issued?
A Participant's Noncertificated Share Account will be maintained in the
name or names which appear on the Company's shareholder records.
A certificate for shares, when delivered to a Participant, will be
registered in the name or names in which the Noncertificated Share Account is
maintained. Upon written request, certificates can be registered and issued in
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names other than the account name, provided that the request bears the signature
of the Participant or Participants and the signature(s) are guaranteed by a
commercial bank or a member of the New York Stock Exchange.
MODIFICATION OR TERMINATION BY A PARTICIPANT
21. How does a Participant modify the manner of participation in the Plan?
A Participant may change participation from partial to total dividend
reinvestment, from total to partial dividend reinvestment, or may simply change
the number of shares that are enrolled in the Plan by executing and delivering a
new Authorization Card to the Reinvestment Agent, American Stock Transfer &
Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005. Notices to
change dividend reinvestment received by the Reinvestment Agent at least one
business day before any record date for a Dividend Payment Date will be
effective as of that date.
22. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan by notifying the
Reinvestment Agent in writing to that effect. Notices will be effective only
upon receipt by the Reinvestment Agent. Notices to discontinue dividend
reinvestment received by the Reinvestment Agent at least one business day before
any record date for a Dividend Payment Date will be effective as of that date.
In order to re-enter the Plan after termination, a shareholder must complete a
new Authorization Card.
23. Can the shares held in the Plan be sold through the Reinvestment Agent?
A Participant can instruct the Reinvestment Agent to sell any or all of
the whole shares held in the Plan. The written notification to the Reinvestment
Agent should include the number of shares that are to be sold. The Reinvestment
Agent will make the sale as soon as practicable after receipt of a Participant's
request and a check for the proceeds less brokerage commission and transfer
taxes (if any) will usually be sent by the Reinvestment Agent on the settlement
date, which will be three business days from the date of sale.
No Participant shall have the authority or power to direct the date or
sales price at which shares may be sold. The request must indicate the number of
shares which may be sold and not the dollar amount to be obtained. Any such
request that does not clearly indicate the number of shares which may be sold
will be returned to the Participant with no action taken. A
withdrawal/termination form is provided on the stub of the account statement for
this purpose. This notice should be addressed to American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, New York 10005. Telephone
requests or general inquiries may also be made by calling (718) 921-8283.
24. What happens to the shares held in the Noncertificated Share Account
when a Participant terminates participation in the Plan?
A certificate for the shares held in the Noncertificated Share Account
will be issued to the Participant upon the Participant's written request or upon
a Participant's termination of participation in the Plan. No fractional shares
will be issued. (See Question 16 for information on share certificates and
Question 17 for information on the cash payment for fractional shares in the
Noncertificated Share Account.)
25. May a Participant receive cash in lieu of full share certificates upon
termination of participation?
Yes. The Participant may request, in his or her written notification of
termination, that the Reinvestment Agent sell all full and fractional shares
held in the account under the Plan in which case the Reinvestment Agent will
sell the shares and deliver the Market Price of any fractional share and the
proceeds from the sale of full shares, less brokerage commissions and any taxes
payable in connection with the sale, to the Participant.
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26. May a Participant sell his or her record shares and still remain in the
Plan?
If a Participant should sell or transfer all of his or her record
shares of Common Stock, the Reinvestment Agent, at its discretion, may continue
to reinvest the dividends on the shares credited to his or her Noncertificated
Share Account under the Plan until notified in writing by the Participant to
withdraw from the Plan, or may terminate the Participant's participation and
sell all of the shares credited to the Participant's Noncertificated Share
Account. Upon termination, the Reinvestment Agent will remit to the former
Participant the proceeds from any sale, less any related brokerage commission
and applicable taxes, and payment for any fractional shares.
27. What happens if a Participant sells or transfers some but not all of
the Common Stock credited to the Participant's Noncertificated Share
Account?
If a Participant is reinvesting dividends on only a portion of his or
her record shares, the Common Stock sold or transferred will be considered to be
the shares receiving cash dividends to the extent possible. Dividend
reinvestment will only be reduced when the number of shares of Common Stock sold
or transferred exceeds the number of shares receiving cash dividends. For
example, if a Participant owns 1,000 shares of Common Stock and has authorized
dividends on 600 of those shares to be reinvested under the Plan, such
Participant could sell up to 400 of his or her record shares without reducing
the number of shares which participate in the dividend reinvestment option of
the Plan.
28. May a Participant stop reinvesting the dividends from his or her record
shares and receive them in cash and still remain in the Plan?
Yes. A Participant who terminates the reinvestment of dividends paid on
his or her record shares, may leave shares acquired through the Plan in the
Participant's Plan Noncertificated Share Account. Dividends paid on shares left
in the Plan will continue to be automatically reinvested.
29. When may a shareholder re-enroll in the Plan?
Generally, a shareholder may again become a Participant at any time.
However, the Company reserves the right to reject any Authorization Form from a
previous Participant on grounds of excessive enrolling and termination. This
reservation is intended to minimize administrative expenses and to encourage use
of the Plan as a long-term investment service.
OTHER INFORMATION
30. What are the dividend payment and record dates?
Dividend Payment Dates are anticipated to be in February, May, August
and November each year. The record date usually precedes the Dividend Payment
Date by at least 10 business days.
31. How will a Participant's shares be voted at annual meetings of
shareholders?
The Reinvestment Agent will obtain voting instructions from the
Participant for all full and fractional shares which are held by the
Reinvestment Agent for the Participant's Noncertificated Share Account on the
record date established by the Company for determining shareholders entitled to
vote. In the absence of voting instructions from the Participant, shares
accumulated under the Plan will not be voted.
32. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any stock dividends or split shares distributed by the Company on
shares held by the Reinvestment Agent for the Participant will be credited to
the Participant's Noncertificated Share Account. In the event that the Company
makes available to its common shareholders rights to purchase additional shares,
debentures or other securities, the Reinvestment Agent will sell such rights
accruing on shares held by the Reinvestment Agent for Participants and invest
the proceeds in Common Stock of the Company prior to or with the next regular
cash dividend.
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A Participant who wishes to exercise purchase rights must request that
a stock certificate be sent to him by the Reinvestment Agent prior to the record
date for the rights offering.
33. Can a Participant pledge shares credited to his or her account?
No. Shares in a Participant's Noncertificated Share Account in the Plan may
not be pledged or otherwise encumbered unless withdrawn from the Noncertificated
Share Account.
34. What is the responsibility of the Company or the Reinvestment Agent
under the Plan?
In administering the Plan, neither the Company nor the Reinvestment
Agent nor any agent of either of them will be liable for any act done in good
faith, without negligence, or for any omission to act including, without
limitation, any claims for liability arising out of failure to terminate the
Participant's Noncertificated Share Account upon his or her death prior to
receipt of notice in writing of such death and with respect to the prices at
which shares are purchased or sold for the Participant's Noncertificated Share
Account and the times such purchases or sales are made.
All notices from the Reinvestment Agent to a Participant will be
addressed to the Participant's last known address. Participant's should notify
the Reinvestment Agent promptly in writing of any change in address.
35. Does participation in the Plan involve any risk?
The risk to Participants is the same as with any other investment in
shares of Common Stock of the Company. It should be recognized that a
Participant loses any advantage otherwise available from being able to select
the timing of his or her investment. It should also be recognized that, like any
investment, the Company cannot assure the Participant of a profit or protect the
Participant against a loss on the shares purchased by the Participant under the
Plan.
36. May the Plan be modified, suspended or terminated?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. It also
reserves the right to make modifications or amendments to the Plan and in
particular reserves the right to refuse optional cash payments from any
shareholder who, in the sole discretion of the Company, is attempting to
circumvent the interest of the Plan by making excessive optional cash payments
through multiple Noncertificated Share Accounts. To the extent practicable,
notice of any such suspension, termination, modification or amendment will be
sent to all Participants at least 30 days prior to the effective date. Any
modification will be deemed to be accepted by Participants who do not withdraw
prior to the effectiveness of the modification.
If the Plan is terminated, each Participant will receive (1) a
certificate for all whole Common Stock held in the Participant's Noncertificated
Share Account and (2) a check representing the value of any fractional share
held in the Participant's Noncertificated Share Account and any uninvested
optional cash payment held in the account.
FEDERAL INCOME TAX CONSEQUENCES
Participants should consult their personal tax advisors with specific
reference to their own tax situations and potential changes in the applicable
laws as to all federal, state, local, foreign and other tax matters in
connection with the reinvestment of dividends and purchases of Common Stock
under the Plan, the Participant's tax basis and holding period for Common Stock
acquired under the Plan and the character, amount and tax treatment of any gain
or loss realized on the disposition of Common Stock. The following is only a
brief summary of some of the principal federal income tax considerations
applicable to the Plan.
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37. What is the tax treatment of dividends received by a Participant?
Participants in the Plan who are reinvesting dividends will be treated
for federal income tax purposes as having received with respect to each
Reinvestment Date a dividend equal to the purchase price of the shares purchased
by dividend reinvestment on that date (i.e., the amount that would have been
received as a cash dividend) plus the cash dividend actually received (if any).
Dividends will be taxed in the following manner: (i) if the dividend is paid by
the Company out of its current or accumulated earnings and profits, it will be
taxed as ordinary income; (ii) if the Company has no current or accumulated
earnings and profits, the dividend will be treated as a return of capital, which
results in a reallocation of basis between shares previously owned and shares
acquired by dividend reinvestment; and (iii) if all capital has been returned
under (ii), the dividend will be treated as capital gain income. Participants
who acquire shares under the Plan, except those shares acquired as a return of
capital, will have a tax basis in the shares so acquired equal to the amount
being paid for those shares. Except for those dividends treated as a return of
capital, the holding period for tax purposes for all Participants will begin on
the Reinvestment Date on or for which the shares are acquired. The holding
period for shares received as a return of capital begins on the date the shares
for which the dividend was paid were acquired. A Participant will not realize
any taxable income when the Participant receives certificates for whole shares
previously credited to the Participant's Noncertificated Share Account, either
upon the Participant's request for those shares or upon withdrawal from the
Plan. A Participant will realize gain or loss when shares are sold or exchanged,
or when the Participant receives a cash adjustment for a fraction of a share
credited to the Participant's Noncertificated Share Account upon withdrawal from
the Plan. The amount of such gain or loss will be the difference between the
amount which the Participant receives for the shares, or fraction of a share,
and the Participant's tax basis.
38. What is the tax treatment of service charges and brokerage commissions,
if any, as well as other administrative expenses of the Plan paid by
the Company?
In connection with purchases of shares on the open market, service
charges and brokerage commissions paid by the Company on the behalf of
Participants will likely be treated as distributions subject to income tax in
the same manner as dividends. With respect to administrative expenses, such
expenses paid by the Company are not likely to be treated as constructive
distributions to Participants and, as a result, not subject to income tax.
39. What provision is made for Participants whose dividends are subject to
income tax backup withholding?
In the case of those Participants whose dividends are subject to United
States income tax backup withholding, the Reinvestment Agent will apply the net
amount of their dividends, after the deduction for taxes, to the purchase of
shares of Common Stock. As a general matter, the Company is currently required
to withhold for United States income tax purposes 31% of all dividend payments
to a shareholder if (i) the Participant fails to furnish its taxpayer
identification number (the "TIN") to the Company as required, (ii) the Internal
Revenue Service (the "IRS") notifies the Company that the TIN furnished by the
Participant is incorrect, (iii) the IRS notifies the Company that the
Participant has failed properly to report certain payments as required or (iv)
the Participant fails to certify, when and as required to do so, under penalties
of perjury, that it is not subject to backup withholding. Shareholders may be
requested by the Company or their broker to submit all information and
certifications required in order to exempt them from back-up withholding if such
exemption is available to them.
40. What is the tax treatment of cash received by a Participant upon the
sale of shares purchased by the Participant pursuant to the Plan?
Assuming that the shares are held as capital assets, a Participant who
receives a cash payment for any full or fractional shares then held in his or
her Plan account will recognize either short-term or long-term capital gain or
loss, depending on his or her particular circumstances, the tax basis of his or
her shares, and the period of time he has held his or her shares. Federal law
requires the Company to notify the IRS of all sales of stock made under the Plan
during the year. If a Participant sells any shares from the Plan, he will be
sent a Form 1099B for each sale pursuant to federal income tax regulations.
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41. What are the federal income tax consequences of participation in the
Plan by an IRA, Keogh Plan, 401(k) Plan, Simplified Pension Account or
any corporate employer-sponsored retirement plan?
The tax consequences of participation in the Plan by retirement plans
differ from those outlined above for individuals. Since the law and regulations
regarding the federal income tax consequences of retirement plan participation
are complex and subject to change, those considering such participation should
consult with their own retirement plan trustees, custodians or tax advisors for
specific information.
USE OF PROCEEDS
The net proceeds from the sale of authorized but unissued stock will be
used for general corporate purposes.
The purpose of the Plan is to provide owners of the Company's shares
with a convenient way of reinvesting cash distributions in additional shares
and/or making optional cash payments for additional shares at market value,
without payment of any brokerage commission, service charge or other expense.
Shares for the Plan may be purchased, in the discretion of the Company, either
directly from the Company and/or in the open market. Shares purchased from the
Company will be previously unissued shares and will provide the Company with
funds for general Company purposes.
DESCRIPTION OF CAPITAL STOCK
The following is a summary of certain provisions of the Company's
Articles of Incorporation, as amended, insofar as these provisions affect the
Common Stock. This summary is subject in all respects to the provisions of the
Articles of Incorporation, which are an exhibit to the Registration Statement of
which this Prospectus constitutes a part, and is qualified in its entirety by
reference thereto.
Authorized and Outstanding Stock
The aggregate number of shares the Company has authority to issue is
30,000,000 shares, divided into 20,000,000 shares of Common Stock, par value
$.01 per share, and 10,000,000 shares of series preferred stock, par value $.01
per share (the "Series Preferred Stock"), including the 7.5% Cumulative
Convertible Preferred Stock, Series A (the "Series A Preferred"), and the 7%
Cumulative Preferred, Series C (the "Series C Preferred"). The Board of
Directors has authority to divide the Series Preferred Stock into one or more
series and has broad authority to fix and determine relative rights and
preferences of the shares of each such series.
As of March 8, 1996, 6,873,173 shares of the Common Stock were issued and
outstanding, and 379,000 shares of Series A Preferred and 1,035,000 shares of
Series C Preferred were issued and outstanding. Non qualified options to
purchase 193,828 shares of common stock were outstanding as of that date. In
addition, warrants to purchase 209,649 shares of common stock were outstanding
as of March 8, 1996.
Dividend Rights
Holders of shares of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. Since the Company is a bank
holding company, the funds required by the Company to enable it to pay dividends
on its Common Stock are derived predominantly from the dividends paid to the
Company by the Bank. The Company's ability to pay dividends, therefore, is
dependent upon the earnings, financial condition and ability to pay dividends of
the Bank. The Bank is subject to regulation by the Federal Deposit Insurance
Corporation and the Florida Department of Banking, and the amounts of its
earnings and dividends are affected by the manner in which it is regulated by
these authorities.
Liquidation Rights
In the event of liquidation, dissolution or winding up of the Company,
the holders of shares of Common Stock are entitled to received pro rata all
assets available for distribution after payment of obligations of the
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Company, including any indebtedness of the Company and the distribution of all
preferential amounts due to the holders of Series Preferred Stock.
Voting Rights
Holders of shares of Common Stock are entitled to one vote for each
share held by them at all meetings of the shareholders and are not entitled to
cumulate their votes for the election of directors.
Appraisal Rights
Under Florida law, dissenters' rights of appraisal are available to
shareholders in the case of certain mergers or consolidations. Shareholders have
to follow a detailed set of steps as set forth in the statue in order to perfect
their dissenters' rights of appraisal.
No Preemptive Rights
Neither the Common Stock nor any other class of securities of the
Company has any preemptive rights.
Transfer Reinvestment Agent and Registrar
The Transfer Reinvestment Agent and Registrar for the Common Stock is
American Stock Transfer & Trust Company.
EXPERTS
The consolidated financial statements of Republic Security Financial
Corporation appearing in Republic Security Financial Corporations's annual
report (Form 10-K) for the nine-month transition period ended December 31, 1995
have been audited by Ernst & Young LLP, independent certified public
accountants, as set forth in their report thereon, included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Business Corporation Act empowers a
corporation, subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer, employee or agent of the corporation, against liability and expenses
actually and reasonably incurred by him in connection with such proceeding,
including any appeal thereof, if such party acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his or her conduct to have been unlawful.
The Company's Bylaws provide as follows:
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ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification. The Corporation, to the full extent not
expressly prohibited by law, shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, ending or
completed action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director, officer or employee of the Corporation or of any of its
subsidiaries or is or was serving at the request of the Corporation or
any of its subsidiaries as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise.
Section 2. Without limiting the generality of the foregoing, the
Corporation shall indemnify all such directors, officers or employees
both as to action in their official capacities and as to action in any
other capacity while holding such office (including matters as to which
such person shall have been alleged or adjudged to be liable for
negligence) except that such indemnification shall not extend to gross
negligence or willful misconduct.
Section 3. The Corporation shall have 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 or her status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
Section 4. Amendment. This Article may not be amended or repealed in a
manner which would adversely affect the indemnification rights of a
director or officer or former director or officer hereunder; provided,
the act or omission which is the basis for the threatened, pending or
completed action, suit or proceeding occurred prior to the adoption of
the amendment or repeal.
The Bylaws are not exclusive of any other rights to which any person
seeking indemnification from the registrant may be entitled.
Pursuant to Florida law, the registrant may 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 and incurred by him in any such capacity, or arising out of his or her
status as such, whether or not the registrant would have the power to indemnify
him against such liability under the applicable provisions of the bylaws of the
registrant or applicable law. The Company currently has in place an insurance
contract covering the liability of directors and officers as permitted under
Florida law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Morgan, Lewis & Bockius LLP, Miami, Florida.
<PAGE>
APPENDIX A
REPUBLIC SECURITY FINANCIAL CORPORATION
TERMS AND CONDITIONS
OF
DIVIDEND REINVESTMENT AND OPTIONAL STOCK PURCHASE PLAN
(1) As agent for participants ("Participants") in the Dividend
Reinvestment and Optional Stock Purchase Plan (the "Plan"), American Stock
Transfer & Trust Company (the "Reinvestment Agent") will apply all cash
dividends paid in respect of shares of common stock, par value $.01 per share
(the "Common Stock"), of Republic Security Financial Corporation (the "Company")
that are registered in the name of Participants and designated by Participants
to be covered by the Plan, all optional cash payments made in accordance with
the Plan ("Optional Payments"), or a combination thereof, and all cash dividends
on any full or fractional shares acquired pursuant to the Plan to the purchase
of shares for the Participant's account established for the Plan (a
"Noncertificated Share Account"). Such purchases may be made directly from the
Company, on NASDAQ-NM or any securities exchange on which shares of Common Stock
are traded, in the over-the-counter market, or in negotiated transactions and
may be effected through such brokers, dealers or other persons on such terms as
to price, delivery and otherwise as the Reinvestment Agent may determine,
provided that the purchase price for purchases made directly from the Company or
in negotiated transactions will be the average of the high and low sale prices
of the shares (the "Market Price") on the dividend payment date (the
"Reinvestment Date"). To be eligible for participation in the Plan, the
Participant must be a shareholder of the Company.
(2) In making purchases for a Participant's Noncertificated Share
Account, the Reinvestment Agent may commingle a Participant's funds with those
of other Participants in the Plan. The price at which the Reinvestment Agent
shall be deemed to have acquired shares for a Participant's account shall be the
Market Price for shares purchased from the Company and the average price of all
shares purchased for the Plan on any Reinvestment Date for shares purchased on
the open market as Reinvestment Agent for Participants in the Plan, with the
proceeds of a cash dividend of the Company, together with any Optional Payments
concurrently invested. The Reinvestment Agent may hold the shares of all
Participants in the Reinvestment Agent's name or in the name of its nominee. The
Reinvestment Agent may not be able to invest funds credited to the Participant's
Noncertificated Share Account for the purchase of shares because of the
requirements of applicable laws or the availability of shares for purchase under
the Plan. Absent such reasons, however, the Reinvestment Agent will invest all
amounts held by it on behalf of the Participants not later than thirty days
after each Reinvestment Date. If cash dividends or Optional Payments cannot be
reinvested within such thirty-day period, such dividends or Optional Payments
will be returned to the Participant without interest thereon. The Reinvestment
Agent shall have no responsibility as to the value of the shares acquired for a
Participant's Noncertificated Share Account.
(3) The Reinvestment Agent will confirm to each Participant all
purchases made for such Participant's Noncertificated Share Account as soon as
practicable after such purchases have been consummated, but no certificates will
be issued to a Participant representing the shares so purchased, unless the
Participant so requests or until the Participant's Noncertificated Share Account
is terminated. Such requests must be made in writing to the Reinvestment Agent
after the shares have been purchased. No certificate for a fractional share will
be issued.
(4) Any Participant who is a shareholder of record may make Optional
Payments under the Plan that will be invested by the Reinvestment Agent in the
same manner as cash dividends paid in respect of shares registered in a
Participant's name or held in a Participant's Noncertificated Share Account
established under the Plan. Optional Payments may be made not less than one
business day nor more than 30 days prior to any Reinvestment Date in any amount
between $100 to $10,000 during any calendar quarter. The Reinvestment Agent may
return Optional Payments received less than one business day or more than 30
days prior to any Reinvestment Date. The Reinvestment Agent will combine all
Optional Payments with the next cash dividend and invest them within 30 days
after the Reinvestment Date for such dividend. No interest will be paid to
Participants in respect of cash dividends or Optional Payments being held for
application to the purchase of shares. Participants may obtain a refund of any
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Optional Payments provided that a written request for such refund is received by
the Reinvestment Agent at least two business days prior to the Reinvestment
Date.
(5) The automatic reinvestment of cash dividends hereunder will not
relieve the Participant from liability for any taxes which may be payable by the
Participant in respect of dividends paid upon the shares.
(6) The Reinvestment Agent will vote any full and fractional shares it
holds for a Participant's Noncertificated Share Account in accordance with a
proxy furnished to the Reinvestment Agent by such Participant. If a Participant
does not furnish a proxy to the Reinvestment Agent in respect of shares credited
to the Noncertificated Share Account under the Plan, the Reinvestment Agent will
not vote such shares.
(7) A Participant's participation in the Plan shall commence with the
first cash dividend payable after receipt by the Reinvestment Agent of a
properly completed Authorization Card from such Participant; provided, however,
that such written authorization is received by the Reinvestment Agent at least
one business day before the record date for such dividend.
(8) A Participant may terminate his or her Noncertificated Share
Account at any time upon written notice to the Reinvestment Agent. All cash
dividends paid in respect of a Participant's shares, the record date for which
occurs after receipt by the Reinvestment Agent of such letter, will be sent by
the Company directly to the Participant. The Reinvestment Agent may terminate a
Participant's Noncertificated Share Account at any time by notice in writing
mailed to the Participant at his or her address as it appears on the
Reinvestment Agent's records. Upon receipt of notice of termination either from
or to the Participant, the Reinvestment Agent will send to such Participant
certificates representing the total number of full shares credit to the
Participant's Noncertificated Share Account, or if the Participant so requests,
the Reinvestment Agent will sell such shares and deliver the proceeds to the
Participant, less taxes and brokerage commissions. Upon the withdrawal by a
Participant from the Plan, a Participant's interest in a fractional share, if
any, will be paid in cash at the then-current market price of the shares. The
Company may, upon written notice to the Reinvestment Agent, suspend, amend or
terminate the Plan at any time; provided, however, that no amendment of the Plan
that would materially adversely affect a Participant shall become effective
until 30 days after written notice thereof has been mailed by the Reinvestment
Agent to all Participants at their addresses as they appear on the Reinvestment
Agent's records.
(9) All shares or other capital stock of the Company distributed by it
to a Participant in respect of shares credited to the Participant's
Noncertificated Share Account under the Plan, whether pursuant to a stock split,
stock dividend, plan of reorganization or recapitalization of the Company, or
otherwise, also will be credited to the Participant's Noncertificated Share
Account. In the event that the Company makes available to Participants rights to
purchase additional shares of common stock or other securities, the Reinvestment
Agent will sell such rights and invest the proceeds thereof in shares of common
stock prior to, or on, the next regular Reinvestment Date in respect of the
shares. A Participant who wishes to receive directly any such rights may do so
by sending to the Registered Agent, prior to the rights offering record date, a
written request that certificates representing rights made available with
respect to the shares in such Participant's Noncertificated Share Account be
sent to such Participant.
(10) The Reinvestment Agent shall not be liable hereunder for any act
done in good faith, or for any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of failure to terminate a
Participant's Noncertificated Share Account upon such Participant's death prior
to receipt of notice in writing of such death or any act or omission to act
which occurs prior to the termination of a Participant's Noncertificated Share
Account pursuant to Paragraph 8 or (b) with respect to the prices at which
shares are purchased for the Participant's Noncertificated Share Account and the
times such purchases are made. This provision shall not be deemed to constitute
a waiver of, or apply in respect of, any violation arising under the provisions
of any federal or state securities laws or rules or regulations promulgated
thereunder.
(11) The terms and conditions of the Plan shall be governed by, and
construed under, the laws of the State of Florida.
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<CAPTION>
<S> <C>
No dealer, salesman, or any other individual has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a 750,000 Shares
solicitation to buy, the Common Stock in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation. Neither the REPUBLIC SECURITY FINANCIAL
delivery of this Prospectus nor any sale made hereunder shall, under any CORPORATION
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
Common Shares Offered by
Republic Security
Financial Corporation
-------------------- to its Shareholders
Solely in Connection with its
Dividend Reinvestment
and Option Stock Purchase Plan
TABLE OF CONTENTS
Page
Available Information.........................................................3
Incorporation of Certain
Documents by Reference......................................................3
The Company.................................................................. 4 --------------------------
The Plan......................................................................4
Use of Proceeds............................................................. 14 PROSPECTUS
Description of Capital Stock................................................ 14 --------------------------
Experts......................................................................15
Indemnification of Directors and Officers....................................15
Legal Matters................................................................16
Appendix A..................................................................A-1
April 4, 1996
============================================= ============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration......................................................$1,567.24
NASDAQ National Market Filing Fee.............................................0
Transfer Agent and Registrar..............................................3,600
Legal Fees and Expenses...................................................5,000
Accounting Fees and Expenses..............................................5,000
NASD and Blue Sky Qualification Fees and Expenses.............................0
Miscellaneous...............................................................500
Total...........................................................$15,667.24
Item 15. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act empowers a
corporation, subject to certain limitations, to indemnify any person who was or
is a party to any proceeding by reason of the fact that he was or is a director,
officer, employee or agent of the corporation, against liability and expenses
actually and reasonably incurred by him in connection with such proceeding,
including any appeal thereof, if such party acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his or her conduct to have been unlawful.
The Company's Bylaws provide as follows:
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification. The Corporation, to the full extent not
expressly prohibited by law, shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, ending or
completed action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director, officer or employee of the Corporation or of any of its
subsidiaries or is or was serving at the request of the Corporation or
any of its subsidiaries as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise.
Section 2. Without limiting the generality of the foregoing, the
Corporation shall indemnify all such directors, officers or employees
both as to action in their official capacities and as to action in any
other capacity while holding such office (including matters as to which
such person shall have been alleged or adjudged to be liable for
negligence) except that such indemnification shall not extend to gross
negligence or willful misconduct.
Section 3. The Corporation shall have 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 or her status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
II-1
<PAGE>
Section 4. Amendment. This Article may not be amended or repealed in a
manner which would adversely affect the indemnification rights of a
director or officer or former director or officer hereunder; provided,
the act or omission which is the basis for the threatened, pending or
completed action, suit or proceeding occurred prior to the adoption of
the amendment or repeal.
The Bylaws are not exclusive of any other rights to which any person
seeking indemnification from the registrant may be entitled.
Pursuant to Florida law, the registrant may 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 and incurred by him in any such capacity, or arising out of his or her
status as such, whether or not the registrant would have the power to indemnify
him against such liability under the applicable provisions of the bylaws of the
registrant or applicable law. The Company currently has in place an insurance
contract covering the liability of directors and officers as permitted under
Florida law.
Item 16. List of Exhibits.
NUMBER DESCRIPTION OF EXHIBIT
5 Opinion re: legality
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(Included as part of the opinion contained
in Exhibit 5 herein)
99 Form of Authorization Card
Item 17. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) 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 the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) 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
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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<PAGE>
(c) 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.
(2) 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, annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Palm Beach, State of Florida on the 4th day of
April, 1996.
REPUBLIC SECURITY FINANCIAL CORPORATION
By: /s/ Rudy E. Schupp
Rudy E. Schupp, Chairman of the Board,
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
authorizes and appoints Rudy E. Schupp as his attorney-in-fact to sign and file
on his behalf, in each capacity stated below, any and all amendments to this
registration statement.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Rudy E. Schupp Chairman of the Board, President, April 4, 1996
- ----------------------------------
Rudy E. Schupp Chief Executive Officer and
Director
/s/ Richard J. Haskins Executive Vice President, April 4, 1996
- ----------------------------------
Richard J. Haskins Principal Financial and
Accounting Officer and Director
/s/ H. Gearl Gore Director April 4, 1996
- ----------------------------------
H. Gearl Gore
/s/ Lennart E. Lindahl, Jr. Director April 4, 1996
- ----------------------------------
Lennart E. Lindahl, Jr.
/s/ Richard C. Rathke Director April 4, 1996
- -----------------------------------
Richard C. Rathke
/s/ Victor H. Siegel Director April 4, 1996
- ----------------------------------
Victor H. Siegel
/s/ William F. Spitznagel Director April 4, 1996
- ----------------------------------
William F. Spitznagel
/s/ Bruce E. Wiita Director April 4, 1996
- -----------------------------------
Bruce E. Wiita
/s/ William Wolfson Director April 4, 1996
- -----------------------------------
William Wolfson
<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION OF EXHIBITS PAGE
5 Opinion re: legality
23.1 Consent of Ernst & Young LLP
99 Form of Authorization Card
II-5
<PAGE>
EXHIBIT 5
April 3, 1996
Republic Security Financial
4400 Congress Avenue
West Palm Beach, Florida 33407
Re: Offering of Shares Pursuant to
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Republic Security Financial Corporation, a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration by the Company of an aggregate of 750,000 shares of
the Company's common stock, $.01 par value per share (the "Shares"), to be
issued pursuant to the Company's Dividend Reinvestment and Optional Stock
Purchase Plan (the "Plan").
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (a) the Articles of Incorporation of the
Company, (b) the Bylaws of the Company, (c) the Plan and (d) such other
documents, records, certificates and other instruments of the Company as in our
judgment are necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Florida.
2. The Shares have been duly authorized by the Company and, when
issued and paid for as contemplated by the Registration
Statement, will be duly and validly issued and will be fully
paid and non-assessable.
We render the foregoing opinions as members of the Bar of the State of Florida
and express no opinion as to laws other than the laws of the State of Florida.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Republic Security
Financial Corporation for the registration of 750,000 shares of its common stock
and to the incorporation by reference therein of our report dated January 19,
1996, with respect to the consolidated financial statements of Republic Security
Financial Corporation included in its Annual Report (Form 10-K) for the
nine-month transition period ended December 31, 1995, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
West Palm Beach, Florida
April 2, 1996
<PAGE>
EXHIBIT 99
REPUBLIC SECURITY FINANCIAL CORPORATION DIVIDEND REINVESTMENT
AND OPTIONAL STOCK PURCHASE PLAN AUTHORIZATION CARD
TO AMERICAN STOCK TRANSFER & TRUST COMPANY (REINVESTMENT AGENT):
I hereby appoint you as my Reinvestment Agent, subject to the Terms and
Conditions of the Dividend Reinvestment and Optional Stock Purchase Plan (the
"Plan") of Republic Security Financial Corporation (the "Company") set forth in
the accompanying prospectus, and authorize you, to the extent indicated, to
apply all cash dividends payable to me on the Company's common stock, par value
$.01 (the "Common Stock"), and all my voluntary cash investments to purchase
full shares and fractional interests of the Company's Common Stock.
This appointment relates only to the Common Stock held by me in the
account listed below and all full shares and fractional interests acquired under
the Plan. I understand that I may terminate my participation at any time by
notifying you in writing.
I wish to participate in the Dividend Reinvestment and Optional Stock
Purchase Plan on the following basis: (select one)
[ ]Full Participation. All dividends on all shares are to be reinvested in the
Plan and voluntary cash investments are to be invested in the Plan.
[ ]Partial Participation. Dividend reinvestment on ____________ shares (please
indicate number of shares in whole numbers), voluntary cash investments are to
be invested in the Plan as designated by me and dividends on the remainder of my
shares should be paid in cash.
[ ]Option Cash Payments Only. Voluntary cash investments are to be invested in
the Plan.
My initial investment is enclosed: $_________ (minimum $100, maximum $10,000 per
calendar quarter). Check or money order should be made payable to "American
Stock Transfer and Trust Co., Reinvestment Agent."
IF YOU ARE NOT A REGISTERED OWNER, YOU MUST MAKE
ARRANGEMENTS WITH YOUR BROKER, BANK NOMINEE OR TRUSTEE TO
PARTICIPATE IN THE PLAN
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Please Print or Type:
- ----------------------------------------------
- ----------------------------------------------
Name(s) of Participant(s)
(as it appears on your stock certificate(s)
and/or dividend check.)
- --------------------------------------- --------------------------------------------
Street Address Signature(s) of Plan Participant(s)
- --------------------------------------- --------------------------------------------
City State Zip
- --------------------------------------- --------------------------------------------
Country Date
- ---------------------------------------
Daytime Phone Number
</TABLE>
