As filed with the Securities and Exchange Commission on August 8, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Identification No)
incorporation or organization)
4400 CONGRESS AVENUE
WEST PALM BEACH, FLORIDA 33407
(Address of Principal Executive Offices) (Zip Code)
Republic Security Financial Corporation Director
and Officer Purchase Rights Plans
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.
Morgan, Lewis & Bockius LLP
5300 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
(305) 579-0432
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
<TABLE>
<CAPTION>
Calculation of Registration Fee
=========================== ========================== ========================== ========================== ===================
Title of each class of Proposed maximum offering Proposed maximum Amount of
securities to be registered Amount to be registered price per unit (1) aggregate offering price registration fee
=========================== ========================== ========================== ========================== ===================
<S> <C> <C> <C> <C>
Common Stock, par value 1,031,883 $8.406 $8,675,000 $1,735.00
$.01 per share
=========================== ========================== ========================== ========================== ===================
<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 Common Stock of Republic Security
Financial Corporation on August 4, 1997, as reported by the NASDAQ
National Market.
</FN>
</TABLE>
F:\DOCS\S-8\S8OLD.WPD
<PAGE>
This Registration Statement on Form S-8 (the "Registration Statement")
filed by Republic Security Financial Corporation (the "Registrant") relates to
1,031,883 shares (the "Shares") of the Registrant's Common Stock, par value
$0.01 per share (the "Common Stock"), issuable upon the exercise of certain
options and warrants (the "Rights") granted under the Republic Security
Financial Corporation Director and Officer Purchase Rights Plans (the "Plans").
The Plans consist of various incentive plans and compensation contracts between
the Selling Stockholders described in the Prospectus contained herein and the
Registrant and/or its subsidiaries or predecessors.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933,
as amended, and the introductory Note to Part I of Form S-8.
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I-1
<PAGE>
Prospectus
1,031,883 Shares
REPUBLIC SECURITY FINANCIAL CORPORATION
Common Stock
------------------
This Prospectus relates to the offer and sale of up to 1,031,883 shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of
Republic Security Financial Corporation (the "Company"). All of the Common Stock
offered hereby may be sold from time to time by and for the accounts of the
selling stockholders named in this Prospectus or in a supplement to this
Prospectus (the "Selling Stockholders"). See "Selling Stockholders." The Common
Stock offered hereby will be purchased by the Selling Stockholders upon the
exercise of certain options and warrants (the "Rights") granted under the
Republic Security Financial Corporation Director and Officer Purchase Rights
Plans (the "Plans"). The Plans consist of various incentive plans and
compensation contracts between the Selling Stockholders and the Company and/or
its subsidiaries or predecessors. The methods of sale of the Common Stock
offered hereby are described under the heading "Plan of Distribution." The
Company will receive none of the proceeds from such sales. The Company will pay
all expenses in connection with this offering, other than commissions and
discounts of underwriters, dealers or agents.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commission or profit on the resale of shares received
by such broker-dealers may be deemed to be underwriting commissions and
discounts under the Securities Act. Upon the Company's being notified by a
Selling Stockholder that any material arrangement has been entered into with a
broker or dealer for the sale of shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such broker-dealers, the
number of shares involved, the price at which such shares are being sold and the
commissions paid or the discounts or concessions allowed to such broker-dealers.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares. The Common Stock of the Company is listed on the
NASDAQ National Market ("NASDAQ") (Symbol: RSFC). On August 4, 1997, the closing
price of the Common Stock was $8.50 per share.
The shares offered hereby involve a high degree of risk. See "RISK FACTORS"
commencing on page P-3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is August 8, 1997
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P-1
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy, nor shall there be any sale of these securities
by anyone, in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the information herein or the affairs of the Company since the date
hereof.
A registration statement on Form S-8 in respect of the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Securities and Exchange Commission (the "Commission"), Washington, D.C.
20549, under the Securities Act. This Prospectus does not contain all of the
information contained in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
Accordingly, additional information concerning the Company and such securities
can be found in the Registration Statement, including various exhibits thereto,
which may be inspected at the Public Reference Section of the Commission.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied, at prescribed rates, during normal business hours,
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048.
Additionally, such reports and proxy statements can be inspected at the offices
of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus:
(a) Annual Report on Form 10-K, filed with the Commission on March 19,
1997, for the fiscal year ended December 31, 1996;
(b) Current Report on Form 8-K, filed with the Commission on January 13,
1997;
(c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.
(d) Quarterly Report on Form 10-Q filed with the Commission on April 14,
1997, for the quarter ended March 31, 1997;
(e) Amended Quarterly Report on Form 10-Q/A filed with the Commission on
May 23, 1997, for the quarter ended March 31, 1997; and
(f) The description of the Common Stock of the Registrant set forth in the
"Description of Securities" included in the Registration Statement on Form S-1
(No. 33-62847) filed with the Commission and declared effective on November 6,
1995.
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P-2
<PAGE>
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the information that has been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests should be directed to the attention of the Secretary of
Republic Security Financial Corporation, 4400 Congress Avenue, West Palm Beach,
Florida 33407, telephone: (561) 840-7841.
THE COMPANY
The Company is a commercial bank holding company, headquartered in West
Palm Beach, Florida. Its principal business is the operation of Republic
Security Bank, a Florida commercial bank (the "Bank"). As of June 30, 1997, the
Company had consolidated assets of $625 million, deposits of $488 million and
shareholders' equity of $65 million.
The Bank. The Bank commenced operations on November 19, 1984 as a stock
savings bank. On November 8, 1995, it converted its charter from a federal
savings bank to a state chartered commercial bank. The Bank is a member of the
Federal Reserve Bank (the "FRB") and the Federal Home Loan Bank System (the
"FHLB"), and its deposits are insured by the Federal Deposit Insurance
Corporation (the "FDIC") up to applicable limits.
On June 30, 1997, the Bank combined with Family Bank, a Florida bank
("Family"), pursuant to an Agreement and Plan of Merger, providing for the
merger of Family with and into the Bank (the "Merger").
As of the date hereof, the Bank has 17 full-service branches, nine of
which are located in Palm Beach County, seven in Broward County and one in Dade
County, Florida. The Bank's main business activities are attracting deposits,
originating loans, making investments and servicing loans for the Bank and for
others. The Bank's loan portfolio is primarily comprised of residential and
commercial real estate loans, business loans and consumer loans, including
automobile loans. At June 30, 1997, the Bank's loan portfolio was composed of
10% commercial purpose loans, 32% commercial real estate loans, 45% residential
real estate loans and 13% consumer loans. Earnings depend primarily upon the
difference between interest received on loans and investments and interest paid
on the Bank's deposit base and borrowing.
On July 26, 1995, as a consequence of the Bank's conversion to a
commercial bank charter, the Company changed its fiscal year-end from March 31
to December 31.
The address of the Company's principal executive offices is 4400
Congress Avenue, West Palm Beach, Florida 33407 and its telephone number is
(561) 840-1200.
RISK FACTORS
Change in Composition of Loan Portfolio. As a result of the Merger, the
composition of the loan portfolio of the Bank is different from that of the
respective loan portfolios of the Bank (before the Merger) and Family. At March
F:\DOCS\S-8\S8OLD.WPD
P-3
<PAGE>
31, 1997, the Bank's loan portfolio was composed of 10% commercial purpose
loans, 24% commercial real estate loans, 48% residential real estate loans and
18% consumer loans. At February 28, 1997, Family's loan portfolio was composed
of 9% commercial purpose loans, 50% commercial real estate loans, 32%
residential real estate loans and 9% consumer loans. After the Merger, the
Bank's loan portfolio is composed of 10% commercial purpose loans, 32%
commercial real estate loans, 45% residential real estate loans and 13% consumer
loans. Commercial and consumer loans are generally considered to carry different
and significantly greater risks than residential mortgage loans. Thus, as a
result of the Merger, the Bank's loan portfolio may carry more risk than the
loan portfolio of the Bank before the Merger. Although the redistribution of the
loan composition is consistent with the Bank's operating strategy and will allow
the Bank to be comparable to its bank peer group, there are no assurances that
the Bank will be able to generate sufficient loan volume in the commercial and
consumer area to maintain its portfolios of consumer and commercial loans at
their current level or to increase such portfolios.
Allowance for Loan Losses. Industry experience indicates that a portion
of the loans of the Bank will become delinquent and a portion of the loans will
require partial or entire charge off. Regardless of the underwriting criteria
utilized by the Bank or its predecessors, losses may be experienced as a result
of various factors beyond the Bank's control, including, among others, changes
in market conditions affecting the value of security and problems affecting the
credit of the borrower. Due to the concentration of loans in South Florida,
adverse economic conditions in that area could result in a decrease in the value
of a significant portion of the Bank's collateral. There can be no assurance
that the Bank will not experience significant losses in its loan portfolios
which may require significant additions to the loan loss reserves.
Intense Competition in the Market Areas of the Bank. Vigorous
competition exists in all areas where the Bank presently engages in business.
The Bank faces intense competition in its market areas from major banking and
financial institutions, including many which have substantially greater
resources, name recognition and market presence than the Bank. Other banks, many
of which have higher legal lending limits, actively compete for loans, deposits
and other services which the Bank offers. Competitors of the Bank include
commercial banks, savings banks, savings and loan associations, insurance
companies, finance companies, credit unions and mortgage companies. Trends
toward the consolidation of the banking industry may make it more difficult for
smaller banks, such as the Bank, to compete with large national and regional
banking institutions.
Effect of Interest Rates. The operations of the Bank, and of commercial
banks in general, are significantly influenced by general economic conditions,
by the related monetary and fiscal policies of the federal government and, in
particular, the FDIC and the FRB. Deposit flows and the cost of funds are
influenced by interest rates of competing investments and general market rates
of interest. Lending activities are affected by the demand for commercial and
residential mortgage financing and for other types of loans, which in turn is
affected by the interest rates at which such financing may be offered and by
other factors affecting the supply of office space and housing and the
availability of funds.
Increases in the level of interest rates may reduce loan demand, and
thereby the amount of loans that can be originated by the Bank and, similarly,
the amount of loan and commitment fees, as well as the value of the investment
securities and other interest-earning assets of the Bank. Moreover, volatility
in interest rates can result in disintermediation, which is the flow of funds
away from banks into direct investments, such as corporate securities and other
investment vehicles which, because of the absence of federal deposit insurance,
generally pay higher rates of return than banks, or the transfer of funds within
the bank from a lower yielding savings accounts to higher yielding certificates
of deposit.
Ability to Make Dividend Payments. The Company is a legal entity
separate and distinct from the Bank. Because the Company's principal business
activity is limited to owning the Bank, the Company's payments of dividends on
the Common Stock will generally be funded from dividends received by Company
from the Bank. Federal and state regulations limit the aggregate amount of cash
dividends that the Bank may pay to the Company, its sole shareholder. The Bank's
ability to make dividend payments to the Company is subject to the Bank's
continuing profitable operations and there can be no assurance that future
earnings of the Bank will support sufficient dividend payments to the Company.
F:\DOCS\S-8\S8OLD.WPD
P-4
<PAGE>
Dependence on Key Personnel. The success of the Bank depends to a
significant extent upon the performance of its Chairman of the Board, President
and Executive Vice President, the loss of any of whom could have a materially
adverse effect on the Bank. The Bank believes that its future success will
depend in large part upon its ability to retain such personnel. There can be no
assurance that the Bank will be successful in retaining such personnel.
Control by Management. The executive officers and directors of the
Company own approximately 17% of the outstanding shares of Common Stock,
excluding currently exercisable options and warrants, and approximately 19% of
the outstanding shares of Common Stock if all outstanding options, whether or
not exercisable, were exercised. Therefore, management is likely, by virtue of
this concentration of stock ownership, to influence significantly the election
of Company directors and to influence significantly the outcome of actions
requiring shareholder approval.
Retention of Customers. The Bank expects to retain the individual
customer-base of the Bank (before the Merger) and Family. However, it is
possible that a greater number of customers than anticipated will move their
banking relationships to other financial institutions as a result of the Merger.
Certain Potential Anti-Takeover Provisions. Certain provisions of the
Company's Articles of Incorporation and Bylaws could delay or frustrate the
removal of incumbent directors and could make a merger, tender offer or proxy
contest involving the Company more difficult, even if such events were perceived
by shareholders as beneficial to their interests. In addition, certain
provisions of state and federal law may also have the effect of discouraging or
prohibiting a future takeover attempt in which shareholders of the Company might
otherwise receive a substantial premium for their shares over then-current
market prices.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
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P-5
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are officers and directors of the Company
and/or its subsidiaries or predecessors and may be deemed to be "affiliates" of
the Company within the meaning of the Securities Act. The following table and
text shows as to each Selling Stockholder: the name of the Selling Stockholder,
the nature of any position, office or other material relationship with the
Company or its affiliates within the past three (3) years; the number of shares
of the outstanding Common Stock of the Company owned as of August 4, 1997; the
number of such shares which may be sold for the account of the Selling
Stockholder; and the number of such shares and percentage of the outstanding
shares of such class that will be owned by the Selling Stockholder assuming the
sale of all shares offered hereby.
<TABLE>
<CAPTION>
==================================================================================================================================
Number of Number of % of
Shares Owned Shares Which Shares Owned Shares Owned
Name Position/Relationship After Sale May be Sold Before Sale (1) After Sale
- ------------------------ ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paula Berliner Director 260,793 82,797 177,996 1.0
Joseph Cesarotti Director 160,381 82,797 77,584 0.5
Myrtle Corbin Personal Banking Officer 15,015 15,015 0 0.0
Ashok Dalal Former Director 18,076 5,250 12,826 0.1
Dapathana Dell Employee 15,964 13,715 2,249 (a)
Joseph Dorsey Divisional Vice President 29,926 26,000 3,926 (a)
Lynn Fromberg Former Director of Family Bank 196,547 41,847 154,700 0.9
H. Gore Director 142,424 55,586 86,838 0.5
Richard Haskins Executive Vice President and Director 81,550 22,800 58,750 0.3
Fred Hertzer Divisional Vice President 75,647 75,647 0 0.0
Eugene W. Hughes, Jr. Director 203,619 82,797 120,822 0.7
Bruce Keir Executive Vice President, Broward County 111,397 67,197 44,200 0.3
Jonathan Levine Employee 43,615 42,900 715 (a)
Lennart E. Lindahl Vice Chairman of the Board 131,193 55,586 75,607 0.4
Sandra McNally Unit Vice President 51,363 18,850 32,513 0.2
Charles Muller Loan Officer 15,015 15,015 0 0.0
Carol R. Owen Chairman of the Board, Broward County 446,485 82,797 363,688 2.1
Judith Persan Personal Banking Officer 16,887 6,955 9,932 (a)
Richard C. Rathke Director 140,599 55,586 85,013 0.5
Victor Siegel Director 267,706 17,378 250,328 1.5
Rudy Schupp Chairman of the Board and C.E.O 121,041 32,946 88,095 0.5
William F. Spitznagel Director 310,964 55,586 255,378 1.5
Jon Taylor Investor Relations Manager 16,056 16,000 56 (a)
Bruce E. Wiita Director 145,325 55,586 89,739 0.5
William Wolfson Director 9,274 5,250 4,024 (a)
- ------------------------ ---------------------------------------------------------------------------------------------------
Total 3,026,862 1,031,883 1,994,979 11.6
================================================================================================================================
<FN>
1/ Shares issuable to the Selling Stockholders upon exercise of currently
outstanding options or warrants under the Plans or other employee benefit plans
of the Company, whether or not presently exercisable, are included.
(a) Less than 0.1%
</FN>
</TABLE>
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<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold by Selling Stockholders or by their respective
pledgees, donees, transferees or other successors in interest. In addition to
any such number of Shares sold hereunder, a Selling Stockholder may, at the same
time, sell any shares of Common Stock, including the Shares, owned by him in
compliance with all of the requirements of Rule 144, regardless of whether such
shares are covered by this Prospectus. Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then-current market price, or in
negotiated transactions. The Shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) an exchange
distribution in accordance with the rules of such exchange; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales.
Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (a) the name of each of such Selling
Stockholder and the participating broker-dealers, (b) the number of Shares
involved, (c) the price at which such Shares are being sold, (d) the commissions
paid or the discounts or concessions allowed to such broker-dealers, (e) where
applicable, that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered hereby.
The Company will pay all expenses in connection with this offering,
other than commissions and discounts of underwriters, dealers or agents.
INDEMNIFICATION
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.
Article VII of the Company's bylaws (the "Bylaws") provides that the
Company's officers, directors, employees and agents acting in their official
capacities are entitled, under certain conditions, to indemnification against
liabilities and expenses.
The Bylaws are not exclusive of any other rights to which any person
seeking indemnification from the Company may be entitled.
Pursuant to Florida law, the Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any
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<PAGE>
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 Company would have
the power to indemnify him against such liability under the applicable
provisions of the Bylaws or applicable law. The Company currently has in place
an insurance contract covering the liability of directors and officers as
permitted under Florida law.
The Company has not entered into separate indemnification agreements
with any of its officers or directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K, filed with the Commission on March 19,
1997, for the fiscal year ended December 31, 1996;
(b) Current Report on Form 8-K, filed with the Commission on January 13,
1997;
(c) Current Report on Form 8-K, filed with the Commission on July 10, 1997.
(d) Quarterly Report on Form 10-Q filed with the Commission on April 14,
1997, for the quarter ended March 31, 1997;
(e) Amended Quarterly Report on Form 10-Q/A filed with the Commission on
May 23, 1997, for the quarter ended March 31, 1997; and
(f) The description of the Common Stock of the Registrant set forth in the
"Description of Securities" included in the Registration Statement on Form S-1
(No. 33-62847) filed with the Commission and declared effective on November 6,
1995.
All reports and other documents filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date of this registration statement and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Republic Security Financial
Corporation appearing in Republic Security Financial Corporation's Annual Report
(Form 10-K) for the year ended December 31, 1996, 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 of Republic Security Financial Corporation are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing. The Registrant has
retained Morgan, Lewis and Bockius LLP to render a legal opinion regarding the
validity of the securities offered hereby and to provide legal advice in matters
related to the offering of such securities.
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<PAGE>
Item 6. 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 Registrant's bylaws (the "Bylaws") provide as follows:
ARTICLE VII
Indemnification of Directors, Officers,
Employees and Agents
Section 7.01. Directors, Officers, Employees and Agents. The
corporation shall indemnify any person who was or is a party or is
threatened to be made a party (which shall include the giving of
testimony or similar involvement) to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by, or in the
right of the corporation) by reason of the fact that he or she 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 any other corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit
or proceeding, including any appeal thereof, if he or she acted in good
faith in a manner he or she reasonably believed to be in, or not
opposed to the best interests of the corporation, and with respect to
any criminal action or proceedings, had no reasonable cause to believe
that his or her conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not create, of itself,
a presumption that the person did not act in good faith or in a manner
which he or she reasonably believed to be in, or not opposed to, the
best interest of the corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party (which shall include the
giving of testimony or similar involvement), to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement (to
the extent permitted by law), including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine
upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 7.02. Expenses. To the extent that a director,
officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to above, or in any defense of any claim, issue or matter
therein, the corporation shall indemnify such person against expenses
(including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
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<PAGE>
Section 7.03. Determination of Standard of Conduct. Any
indemnification hereunder, unless pursuant to a determination by a
court, shall be made by the corporation as authorized upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth above. Such determination
shall be made either (1) by the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such
proceeding, (2) by majority vote of a committee duly designated by the
board of directors consisting of two or more directors not at the time
parties to the proceeding, (3) by the shareholders who were not parties
to such action, suit or proceedings, or (4) by independent legal
counsel selected in accordance with the provisions of the Florida
Business Corporation Act in a written opinion.
Section 7.04. Advance Expenses. Expenses including attorney's
fees incurred in defending any action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided above or upon
receipt of any undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation as authorized herein.
Section 7.05. Benefit. The indemnification provided by this
Article VII shall be in addition to the indemnification rights provided
pursuant to the Florida Business Corporation Act and shall not be
deemed exclusive of any other rights to which person seeking
indemnification may be entitled under any by law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent of the corporation
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7.06. Insurance. The corporation shall be empowered to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against liability asserted against such
person and incurred by him or her 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 such person against such liability under the
provisions contained herein.
Section 7.07. No Rights of Subrogation. Indemnification herein
shall be a personal right and, the corporation shall have no liability
under this Article VII to any insurer or any person, corporation,
partnership, association, trust or other entity (other than the heirs,
executors or administrators of such person) by reason of subrogation,
assignment or succession by any other means to the claim of any person
to indemnification here under.
Section 7.08. Indemnification for Past Directors.
Indemnification as provided in this section shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section 7.09. Affiliates. For the purposes of this Article
VII, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger, as well as the
resulting or surviving corporation, so that any person who is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position
under the provisions of this Article VII with respect to the resulting
or surviving corporation as such person would if he or she had served
the resulting or surviving corporation in the same capacity.
Section 7.10. Reliance and Non-Exclusivity. Each person who
shall act as an authorized representative of the corporation shall be
deemed to be doing so in reliance upon such rights of indemnification
as are provided in this Article VII.
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<PAGE>
Section 7.11. Other Indemnifications. The corporation shall
have the power to make any other or further indemnification, except an
indemnification against gross negligence or willful misconduct, under
any bylaw, agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.
Section 7.12. Amendments. The provisions of this Article VII
relating to indemnification and to the advancement of expenses shall
constitute a contract between the corporation and each of its directors
and officers which may be modified as to any director or officer only
with that person's consent or as specifically provided in this section.
Notwithstanding any other provision of these bylaws relating to their
amendment generally, any repeal or amendment of this Article VII which
is adverse to any director or officer shall apply to such director or
officer only on a prospective basis, and shall not limit the rights of
a director or officer to indemnification or to the advancement of
expenses with respect to any action or failure to act occurring prior
to the time of such repeal or amendment.
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 or
applicable law. The Registrant currently has in place an insurance contract
covering the liability of directors and officers as permitted under Florida law.
Item 7. Exemption from Registration Claimed.
The Shares have been or will be issued pursuant to option exercises
under the Plans. Rights under the Plans were issued to a limited number of
individuals, all of whom are or were key management-level employees or directors
of the Company and/or its subsidiaries or predecessors, and such options are
nontransferable except under the laws of descent and distribution. The Shares
are "restricted securities" as that term is defined in Rule 144(a)(3) under the
Securities Act. The issuance of the Shares pursuant to the exercise of the
Rights as provided in the Plans was or will be exempt from the registration
requirements of the Securities Act pursuant to the provisions of Section 4(2)
thereof.
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<PAGE>
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included in signature page)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for the purpose 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 each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein 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>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Palm Beach, State of Florida on August 7,
1997.
REPUBLIC SECURITY FINANCIAL CORPORATION
By: /s/ Rudy E. Schupp
Rudy E. Schupp
Chairman of the Board and
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>
Signature Title Date
============================================================================================================
<S> <C> <C>
/s/Rudy E. Schupp
- ---------------------------------- Chairman of the Board, Chief August 7, 1997
Rudy E. Schupp Executive Officer and Director
(Principal Executive Officer)
/s/ Lennart E. Lindahl Director August 7, 1997
- ----------------------------------
Lennart E. Lindahl, Jr.
- ---------------------------------- Director August 7, 1997
Carol R. Owen
/s/ Richard J. Haskins
- ---------------------------------- Executive Vice President and August 7, 1997
Richard J. Haskins Director (Principal Financial
and Accounting Officer)
Paula Berliner
- ---------------------------------- Director August 7, 1997
- ---------------------------------- Director August 7, 1997
Joseph D. Cesarotti
- ---------------------------------- Director August 7, 1997
Mary Anna Fowler
/s/ H. Gearl Gore Director August 7, 1997
- -----------------------------------
H. Gearl Gore
- ---------------------------------- Director August 7, 1997
Eugene W. Hughes, Jr.
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<PAGE>
Signature Title Date
============================================================================================================
/s/ Richard C. Rathke Director August 7, 1997
- ----------------------------------
Richard C. Rathke
/s/ Victor H. Siegel Director August 7, 1997
- ----------------------------------
Victor H. Siegel
/s/ William F. Spitznagel Director August 7, 1997
- ----------------------------------
William F. Spitznagel
/s/ Bruce E. Wiita Director August 7, 1997
- ----------------------------------
Bruce E. Wiita
/s/ William Wolfson Director August 7, 1997
- ----------------------------------
William Wolfson
============================================================================================================
</TABLE>
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1993,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on August 7, 1997.
1997 PERFORMANCE INCENTIVE PLAN
By /s/ Lennart E. Lindahl, Jr.
------------------------------------------
Name: Lennart E. Lindahl, Jr.
Title: Chairman, Compensation Committee
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<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit
Number
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed
as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included in signature page)
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<PAGE>
Exhibit 5
August 7, 1997
Republic Security Financial Corporation
4400 Congress Avenue
West Palm Beach, Florida 33407
RE: Republic Security Financial Corporation-Registration Statement on Form S-8
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 1,031,883 shares of Common Stock, par
value $0.01 per share (the "Common Stock"), of Republic Security Financial
Corporation (the "Company"), which may be issued pursuant to the Republic
Security Financial Corporation Director and Officer Purchase Rights Plans (the
"Plans"). We have examined the Company's Articles of Incorporation, as amended,
Bylaws, as amended, minutes and such other documents, and have made such
inquiries of the Company's officers, as we have deemed appropriate. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all items submitted to us as originals, and the conformity with originals of
all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock,
when issued and delivered in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the Florida Business Corporation Act.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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<PAGE>
Exhibit 23.2
Consent of Independent Certified Public Accounts
We consent to the reference of our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
Republic Security Financial Corporation Director and Officer Options and
Warrants Plan of Republic Security Financial Corporation and to the
incorporation by reference therein of our report dated January 23, 1997 with
respect to the consolidated financial statements and schedules of Republic
Security Financial Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
West Palm Beach, Florida
August 7, 1997
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