As filed with the Securities and Exchange Commission on November 3, 1998
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 Incorpo(I.R.S. Employer Identification No.)
or Organization)
4400 CONGRESS AVENUE
WEST PALM BEACH,FLORIDA 33407
(Address of principal executive offices) (Zip Code)
CERTAIN OPTIONS ISSUED BY REPUBLIC SECURITY FINANCIAL CORPORATION TO
CERTAIN FORMER OFFICERS AND DIRECTORS OF FIRST PALM BEACH BANCORP, INC.
(Full title of the plan)
RUDY E. SCHUPP
4400 CONGRESS AVENUE
WEST PALM BEACH, FLORIDA 33407
(Name and address of agent for service)
(561) 840-1200
(Telephone number, including area code, of agent for service)
---------------------------
COPIES TO:
Kara L. MacCullough, Esq.
Morgan, Lewis & Bockius LLP
200 South Biscayne Boulevard
Miami, Florida 33131-2339
(305) 579-0446
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=========================== ========================== ===========================================================================
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price registration fee
Common Stock, par 1,387,760 $8.9065 $12,360,084 $3,436.10
value $0.01 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 high and low selling
prices per share of Common Stock of Republic Security Financial
Corporation on November 2, 1998, as reported by the NASDAQ National
Market.
</FN>
</TABLE>
This Registration Statement on Form S-8 (the "Registration Statement")
filed by Republic Security Financial Corporation (the "Registrant") relates to
1,387,760 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 (the "Options") granted under the Options issued by the Registrant to
Certain Former Officers and Directors of First Palm Beach Bancorp, Inc.
("FPBB").
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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 25,
1998, for the fiscal year ended December 31, 1997;
(b) Current Report on Form 8-K, filed with the Commission on July 10, 1998;
(c) Quarterly Report on Form 10-Q filed with the Commission on August 14,
1998, for the quarter ended June 30, 1998; and
(d) Current report on Form 8-K, filed with the Commission on October 29,
1998.
(e) 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 at December 31, 1997 and 1996, and the for the two years in the
period ended December 31, 1997, and the nine-month transition period ended
December 31, 1995, appearing in RSFC's Annual Report on Form 10-K for the year
ended December 31, 1997, 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 which is based in part on the
report of other certified public accountants Deloitte & Touch LLP. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing. The Registrant has retained Morgan, Lewis & Bockius LLP
to render a legal opinion regarding the validity of securities offered hereby
and to provide legal advice in matters related to the offering of such
securities.
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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.
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
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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 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.
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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.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
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
23.3 Consent of Deloitte & Touche LLP
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
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(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.
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 November 3,
1998.
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>
<S> <C> <C>
Signature Title Date
October 3, 1998
/s/Rudy E. Schupp Chairman of the Board, Chief
Rudy E. Schupp Executive Officer and Director
(Principal Executive Officer)
/s/Richard J. Haskins Executive Vice President and Director October 3, 1998
Richard J. Haskins (Principal Financial
and Accounting Officer)
/s/Paula Berliner Director October 3, 1998
Paula Berliner
/s/Thomas F. Carney Director October 3, 1998
Dr. Thomas F. Carney
/s/Joseph D. Cesarotti Director October 3, 1998
Joseph D. Cesarotti
MI01A/72445.3
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/s/H. Gearl Gore Director October 3, 1998
H. Gearl Gore
/s/Eugene W. Hughes, Jr. Director October 3, 1998
Eugene W. Hughes, Jr.
/s/Thomas J. Langan, Jr. Director October 3, 1998
Thomas J. Langan, Jr.
/s/Lennart E. Lindahl, Jr. Director October 3, 1998
Lennart E. Lindahl, Jr.
/s/Mary McCarty Director October 3, 1998
Mary McCarty
/s/Carol R. Owen Director October 3, 1998
Carol R. Owen
/s/Victor H. Siegel Director October 3, 1998
Victor H. Siegel
/s/William F. Spitznagel Director October 3, 1998
William F. Spitznagel
/s/Bruce E. Wiita Director October 3, 1998
Bruce E. Wiita
/s/William Wolfson Director October 3, 1998
William Wolfson
</TABLE>
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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
23.3 Consent of Deloitte & Touche LLP
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Exhibit 5
[On Morgan, Lewis & Bockius LLP Letterhead]
November 3, 1998
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 1,387,760 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 certain option
agreements entered into between the Company and certain former officers and
directors of First Palm Beach Bancorp ("FPBB") in connection with the merger of
FPBB with and into Republic Security Bank (the "Bank").
As counsel for the Company, 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,
upon issuance in accordance with the terms of the Merger, will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Exhibit 23.1
CONSENT OF MORGAN, LEWIS & BOCKIUS LLP
We consent to the reference to our firm under the caption "Experts"
included in this Registration Statement on Form S-8 filed by Republic Security
Financial Corporation for the Registration of 1,387,760 shares of Common Stock.
MORGAN, LEWIS & BOCKIUS LLP
Miami, Florida
November 3, 1998
MI01A/72445.3
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
[On Ernst & Young Letterhead]
To Republic Security Financial Corporation:
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8 No. ) for the
registration of shares of Republic Security Financial Corporation common stock
and to the incorporation by reference therein of our report dated February 16,
1998, except for the first and second paragraphs of Note 20 as to which the
dates are March 9, 1998 and March 19, 1998, respectively, with respect to the
consolidated financial statements of Republic Security Financial Corporation and
Subsidiaries included in its Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
West Palm Beach, Florida
October 29, 1998
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
(On Deloitte & Touche LLP Letterhead)
We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333- ) of Republic Security Financial Corporation of our report
dated February 21, 1997 (relating to the consolidated balance sheet and
consolidated statements of income, stockholders' equity and cash flows of County
Financial Corporation as of and for the year ended December 31, 1996 and the
nine months ended December 31, 1995, not presented separately herein) appearing
in the annual report on Form 10-K of Republic Security Financial Corporation for
the year ended December 31, 1997, and to us under the heading "Interest of Named
Experts and Counsel", which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
West Palm Beach, Florida
November 3,1998
MI01A/72445.3
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