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 1997 PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
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.
Calculation of Registration Fee
================================================================================
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered (1) unit (2) price fee
================================================================================
Common Stock, par value 2,000,000 $8.406 $16,812,000 $3,362
$.01 per share
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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.
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This Registration Statement on Form S-8 (the "Registration Statement")
filed by Republic Security Financial Corporation (the "Registrant") relates to
2,000,000 shares (the "Shares") of the Company's Common Stock, par value $0.01
per share (the "Common Stock"), issuable pursuant to the Republic Security
Financial Corporation 1997 Performance Incentive Plan (the "Plan").
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.
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
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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.
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.
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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.
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 share holders 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.
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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 per son) by reason of subrogation,
assignment or succession by any other means to the claim of any person
to indemnification hereunder.
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.
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.
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Item 7. Exemption from Registration Claimed.
Not applicable.
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.
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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.
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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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, August 7, 1997
Rudy E. Schupp Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Lennart E. Lindahl, Jr.
- ---------------------------------------------- Vice Chairman of the August 7, 1997
Lennart E. Lindahl, Jr. Board and Director
- ------------------------------------------------ Chairman of the Board, August 7, 1997
Carol R. Owen Broward County, and
Director
/s/ Richard J. Haskins
- ---------------------------------------------- Executive Vice President August 7, 1997
Richard J. Haskins and Director (Principal
Financial and Accounting
Officer)
- ----------------------------------------------
Paula Berliner Director August 7, 1997
- ----------------------------------------------
Joseph D. Cesarotti Director August 7, 1997
- ----------------------------------------------
Mary Anna Fowler Director August 7, 1997
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Signature Title Date
- -----------------------------------------------------------------------------------------------------------------------------------
/s/ H. Gearl Gore Director August 7, 1997
- ------------------------------------------------
H. Gearl Gore
- ------------------------------------------------
Eugene W. Hughes, Jr. Director August 7, 1997
/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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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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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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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 2,000,000 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 1997 Performance Incentive Plan (the "Plan"). 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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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 1997 Performance Incentive 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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