As filed with the Securities and Exchange Commission on December 16, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REPUBLIC SECURITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Florida 6120 59-2335075
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
4400 Congress Avenue
West Palm Beach, Florida 33407
(561) 840-1200
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Rudy E. Schupp
4400 Congress Avenue
West Palm Beach, Florida 33407
(561) 840-1200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
John S. Fletcher, Esq. Walter J. Stanton III, Esq.
Morgan, Lewis & Bockius LLP Hornsby, Sacher, Zelman, Stanton,
5300 First Union Financial Center Paul & Beiley, P.A.
200 South Biscayne Boulevard 1401 Brickell Avenue, Suite 700
Miami, Florida 33131 Miami, FL 33131
(305) 579-0432 (305) 579-1462
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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, 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. |X| 333-36717
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Calculation of Registration Fee
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Title of each class of Amount to be Proposed maximum offering Proposed maximum Amount of
securities to be registered registered price per unit (1)(2) aggregate offering price registration fee (3)
Common Stock, par value 70,248 Not Applicable Not Applicable $84.41
$.01 per share
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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(1) The Registration Statement relates to securities of the Registrant
issuable to holders of common stock of County Financial Corporation, a
Florida corporation ("CFC"), in the proposed merger of CFC and
Registrant.
(2) Includes preferred share purchase rights. Prior to the occurrence of
certain events, such rights will not be exercisable or evidenced
separately from the Common Stock.
(3) Pursuant to Rule 457(f), the registration fee was computed on the basis
of the market value of the CFC Common Stock to be exchanged in the
merger computed in accordance with Rule 457(f)(2) on the basis of the
book value of the CFC Common Stock as of December 2, 1997. On December
2, 1997, the book value per share of CFC Common Stock, for which there
is no established public trading market, was $19.06.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-4 filed by Republic
Security Financial Corporation (the "Company") with the Securities and Exchange
Commission (File No. 333-36717) pursuant to the Securities Act of 1933, as
amended, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-36717 incorporated by reference into, and shall be deemed a
part of this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-36717. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference.
Exhibit No. Description
5 Opinion of Morgan, Lewis & Bockius LLP*
23(a) Consent of Ernst & Young LLP*
23(b) Consent of Deloitte & Touche L LP*
23(c) Consent of Alex Sheshunoff & Co.*
23(e) Consent of Ryan, Beck & Co., Inc.*
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement pursuant to Rule
462(b) to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Palm Beach, State of Florida on the 16th day of December,
1997.
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, as amended,
this Registration Statement pursuant to Rule 462(b) has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- ---------- --------------------------- --------------------
* Chairman of the Board, December 16, 1997
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Rudy E. Schupp President, Chief Executive
Officer and Director
* Chairman of the Board, December 16, 1997
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Carol R. Owen Broward County and
Director
* Executive Vice President, December 16, 1997
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Richard J. Haskins Principal Financial and
Accounting Officer and
Director
* Director December 16, 1997
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Paula Berliner
* Director December 16, 1997
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Joseph D. Cesarotti
<PAGE>
Signature Title Date
- --------- ----- ----
* Director December 16, 1997
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Mary Anna Fowler
* Director December 16, 1997
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H. Gearl Gore
* Director December 16, 1997
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Eugene W. Hughes, Jr.
* Director December 16, 1997
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Lennart E. Lindahl, Jr.
* Director December 16, 1997
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Richard C. Rathke
* Director December 16, 1997
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Victor H. Siegel
* Director December 16, 1997
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William F. Spitznagel
* Director December 16, 1997
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Bruce E. Wiita
* Director December 16, 1997
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William Wolfson
*
- --------------------------Director December 16, 1997
George M. Apelian
*
- --------------------------Director December 16, 1997
Dr. Thomas F. Carney
*
- --------------------------Director December 16, 1997
Thomas J. Langan, Jr.
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Signature Title Date
- ----------- ----------- ----------
*
- --------------------------Director December 16, 1997
Mary McCarty
* By: /s/ Rudy E. Schupp
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Morgan, Lewis & Bockius LLP
23(a) Consent of Ernst & Young LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Alex Sheshunoff & Co.
23(e) Consent of Ryan, Beck & Co., Inc.
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Exhibit 5
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
December 12, 1997
Republic Security Financial Corporation
4400 Congress Avenue
West Palm Beach, FL 33407
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Republic Security Financial Corporation, a
Florida corporation ("RSFC"), in connection with the preparation of a
Registration Statement on Form S-4 (Registration No. 333-36717) (the "Initial
Registration Statement") relating to the registration of 6,100,000 shares (the
"Initial Shares") of RSFC's common stock, $.01 par value per share ("RSFC Common
Stock") filed by RSFC with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and a second Registration
Statement on Form S-4 to be filed pursuant to Rule 462(b) promulgated under the
Securities Act (the "Rule 462(b) Registration Statement" and together with the
Initial Registration Statement, the "Registration Statements") relating to the
registration of an additional 70,248 shares of RSFC's Common Stock (the
"Additional Shares" and together with the Initial Shares, the "Shares"). The
Shares are being registered in connection with the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of August 8, 1997, among
RSFC, Republic Security Bank, County Financial Corporation and County National
Bank of South Florida.
We have examined and are familiar with such documents and instruments, and have
participated in such meetings of the Board of Directors of RSFC, as we deem
necessary in order to give the opinion set forth below.
Based on the foregoing, we are of the opinion that the Shares will, when issued
in the manner described in the Registration Statements, be legally issued, fully
paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal Matters"
in the Initial Registration Statement.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data--Republic Security Financial Corporation"
and to the use of our report dated March 28, 1997, except for paragraph 1 of
Note 2 as to which the date is June 30, 1997 and Note 20 as to which the date is
August 8, 1997, included in the Registration Statement on Form S-4 (333-36717)
(the "Initial Registration Statement") which is incorporated by reference in
this Registration Statement (Form S-4) for the registration of 70,248 shares of
Republic Security Financial Corporation common stock.
/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
December 15, 1997
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Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-4 of Republic Security Financial Corporation of our report relating to
County Financial Corporation dated February 21, 1997 appearing in the Joint
Proxy Statement/Prospectus, which is a part of the Registration Statement No.
333-36717 of Republic Security Financial Corporation (the Initial Registration
Statement"), and to the reference to us under the headings "Selected Financial
Data-CFC" and "Experts" in the Initial Registration Statement.
DELOITTE & TOUCHE LLP
Miami, Florida
December 16, 1997
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Exhibit 23(c)
CONSENT OF ALEX SHESHUNOFF & CO. INVESTMENT BANKING
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Republic Security Financial Corporation of our opinion,
dated October 22, 1997 with respect to the merger of Republic Security Financial
Corporation and County Financial Corporation and to our firm, respectively,
included in the Registration Statement No. 333-36717 of Republic Security
Financial Corporation (the "Initial Registration Statement") and to the
inclusion of such opinion as an annex to the Initial Registration Statement. By
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
ALEX SHESHUNOFF & CO.
Austin, TX
December 15, 1997
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Exhibit 23(d)
CONSENT OF RYAN, BECK & CO., INC.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Republic Security Financial Corporation of our opinion,
dated October 22, 1997 with respect to the merger of Republic Security Financial
Corporation and County Financial Corporation and to our firm, respectively,
included in the Registration Statement No. 333-36717 of Republic Security
Financial Corporation (the "Initial Registration Statement") and to the
inclusion of such opinion as an annex to the Initial Registration Statement. By
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
RYAN, BECK & CO., INC.
Livingston, NJ
December 15, 1997
