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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
BIG LAKE FINANCIAL CORPORATION
(Name of Small Business Issuer in Its Charter)
Florida 59-2613321
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1409 South Parrott Avenue, Okeechobee, FL 34974
(Address of Principal Executive Offices) (Zip Code)
(941) 467-4663
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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PART I
Certain information required by Part I, Part II, and Part III is
incorporated herein by reference, pursuant to Instruction C to Form 10-SB, from
the Form 10-KSB filed by Big Lake Financial Corporation (the "Registrant or
"BLF") with the Securities and Exchange Commission on March 30, 1998 for the
year ended December 31, 1997 ("Form 10-KSB").
ITEM 1. DESCRIPTION OF BUSINESS.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 1. Business," commencing on page 1 of the Form 10-KSB.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations," commencing on page 16 of the
Form 10-KSB.
ITEM 3. DESCRIPTION OF PROPERTY.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 2. Properties," commencing on page 13 of the Form
10-KSB.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 11. Security Ownership of Certain Beneficial Owners and
Management," commencing on page 47 of the Form 10-KSB.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act,"
commencing on page 44 of the Form 10-KSB.
ITEM 6. EXECUTIVE COMPENSATION.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 10. Executive Compensation," commencing on page 45 of
the Form 10-KSB.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 12. Certain Relationships and Related Transactions,"
commencing on page 48 of the Form 10-KSB.
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ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of BLF consists of 1,000,000 shares of
BLF common stock, par value $.01 per share ("BLF Common Stock"). As
of the date of this Form 10-SB, there were 486,815 shares of BLF
Common Stock outstanding and held by approximately 562 shareholders of
record. The BLF Articles of Incorporation (the "BLF Articles") also
authorize BLF to issue up to 500,000 shares of preferred stock, par
value $1.00 per share, none of which were issued or outstanding as of
the date of this Form 10-SB.
The following discussion is a brief summary of certain rights relating
to BLF Common Stock, as determined by the BLF Articles and the BLF
Bylaws. The following discussion is not intended to be a complete
description of such capital stock and is qualified in its entirety by
reference to governing laws and the BLF Articles and the BLF Bylaws.
COMMON STOCK
Holders of shares of BLF Common Stock are entitled to receive such
dividends as may from time to time be declared by the Board of
Directors of BLF out of funds legally available therefor. Holders of
BLF Common Stock are entitled to one vote per share on all matters on
which the holders are entitled to vote and do not have any cumulative
rights. Holders of BLF Common Stock have no preemptive, conversion,
redemption or sinking fund rights. In the event of a liquidation,
dissolution or winding-up of BLF, holders of BLF Common Stock are
entitled to share equally and ratably in the assets of BLF, if any,
remaining after the payment of all debts and liabilities of BLF and
the liquidation preferences of any outstanding shares of BLF preferred
stock. The rights, preferences and privileges of holders of BLF
Common Stock will be subject to any classes or series of BLF preferred
stock that BLF may issue in the future.
PREFERRED STOCK
The BLF Articles provide that the Board of Directors of BLF is
authorized, without further action by the holders of BLF Common Stock,
unless such action is required in a particular case by applicable laws
or regulations, to provide for the issuance of shares of preferred
stock in one or more classes or series and to fix the designations,
powers, preferences and relative, participating, optional and other
rights, qualifications, limitations and restrictions thereof,
including the dividend rate, conversion rights, voting rights,
redemption price and liquidation preference, and to fix the number of
shares to be included in any such classes or series. Any preferred
stock so issued may rank senior to BLF Common Stock with respect to
the payment of dividends or amounts upon liquidation, dissolution or
winding-up, or both. In addition, any such shares of preferred stock
may have class or series voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF BLF ARTICLES
Authorized Capital Stock
.
The BLF Board of Directors may authorize the issuance of additional
shares of BLF Common Stock or preferred stock without further action
by the BLF shareholders, unless such action is required in a
particular case by applicable laws or regulations. The authority to
issue additional shares of BLF Common Stock or preferred stock
provides BLF with the flexibility necessary to meet its future needs
without the delay resulting from seeking shareholder approval. The
unissued shares of BLF Common Stock and preferred stock may be issued
from time to time for any corporate purposes, including, without
limitation, stock splits, stock dividends, employee benefit and
compensation plans, acquisitions, and public or private sales for cash
as a means of raising capital. Such shares could be used to dilute
the stock ownership of persons seeking to obtain control of BLF. In
addition, the sale of a substantial number of shares of BLF Common
Stock or the sale of preferred stock to persons who have an
understanding with BLF concerning the voting of such shares,
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or the distribution or dividend of shares of BLF Common Stock or
preferred stock (or the right to receive such shares) to BLF
shareholders, may have the effect of discouraging or increasing the
cost of unsolicited attempts to acquire control of BLF. Further,
because the BLF Board has the power to determine the voting, conversion
or other rights of BLF preferred stock, the issuance of a series of
preferred stock to persons friendly to management could effectively
discourage or preclude consummation of a change in control transaction
or have the effect of maintaining the position of BLF incumbent
management. BLF does not currently have any plans or commitments for
BLF to use its authority to effect any such issuance, but reserves the
right to take any action that the Board of Directors deems to be in the
best interests of BLF and its shareholders.
Removal of Directors.
The BLF Articles provide that BLF directors may be removed by
shareholders only for cause and only by the affirmative vote of the
holders of a majority of the outstanding shares of BLF Common Stock.
Under the Florida Business Corporation Act (the "Florida Act"),
shareholders of a Florida corporation may remove directors with or
without cause, unless the Articles of Incorporation provide that
directors may be removed only for cause. BLF believes that such a
provision facilitates continuity and stability of leadership and
policy, and at the same time assures that directors remain accountable
to shareholders who retain the right to remove such individuals for
cause. Such a provision could moderate the pace of any change in
control of BLF.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters," commencing on page 15 of the Form 10-KSB. For
information regarding shares of BLF Common Stock subject to
outstanding options, see Part I, Item 6 "Executive Compensation"
above. As of the date of this Form 10-SB, there were 486,815 shares
of BLF Common Stock outstanding. The outstanding shares of BLF Common
Stock are immediately eligible for sale in the public market, except
for approximately 228,470 shares of BLF Common Stock which are subject
to the volume limitations and the manner of sale restrictions of Rule
144 of the Securities Act of 1933 ("Securities Act"), and consist of
(i) shares of BLF Common Stock owned by directors and executive
officers of BLF, and (ii) shares of BLF Common Stock issued on October
31, 1997, to affiliates of CNB Financial Corporation ("CNB") pursuant
to Rule 145 of the Securities Act in connection with the merger of CNB
with BLF. The Registrant has not entered into any agreement to
register any shares of BLF Common Stock under the Securities Act for
sale by security holders.
ITEM 2. LEGAL PROCEEDINGS.
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB the disclosure contained under the
heading "Item 3. Legal Proceedings," commencing on page 14 of the Form
10-KSB.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Not Applicable.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Not Applicable.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of BLF authorize it to indemnify any director, officer,
employee, or agent of BLF against judgments, fines, penalties, amounts
paid in settlement, and expenses incurred in any pending, threatened,
or completed civil, criminal, administrative, or investigative
proceeding (except an action by BLF) against him in his capacity as a
director, officer, employee, or agent of BLF, or another company if
serving in such capacity at BLF request, if he: (i) acted in good
faith, (ii) acted in a manner in which he reasonably believed to be
in, and not opposed to, the best interests of BLF, and (iii) with
respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful. In addition, BLF may indemnify any
director, officer, employee, or agent against expenses incurred in
defense or settlement of any proceeding against him in his official
capacity, brought by BLF, if he: (i) acted in good faith, (ii) acted
in a manner in which he reasonably believed to be in, or not opposed
to, the best interests of BLF, and (iii) is not adjudged to be liable
(unless the Court finds that he is nevertheless reasonably entitled to
indemnity for expenses for which the Court deems proper). BLF must
pay the actual and reasonable expenses of any director, officer,
employee, or agent who is successful on the merits or otherwise in
defense of any proceeding against him in his capacity as such.
The Bylaws of BLF also authorize it to make any other or further
indemnification or advancement of expenses of any of its directors,
officers, employees or agents, except for acts or omissions which
constitute (i) a violation of the criminal law (unless the individual
had reasonable cause to believe his conduct was lawful or no
reasonable cause to believe it was unlawful), (ii) a transaction in
which the individual derived an improper personal benefit, (iii) in
the case of a director, a circumstance under which certain liability
provisions of the Florida Act are applicable (related to payment of
dividends or other distributions or repurchases of shares in violation
of such Act), or (iv) willful misconduct or a conscious disregard for
the best interests of BLF in a proceeding by BLF or by a BLF
shareholder. BLF Bylaws permit BLF to, and it may, purchase and
maintain insurance for the purpose of indemnifying its directors,
officers, employees, and agents.
Under the Florida Act, a director is not personally liable for
monetary damages to a corporation or any other person for any
statement, vote, decision, or failure to act, regarding corporate
management or policy, unless (a) the director breached or failed to
perform his or her duties as a director, and (b) the director's breach
or failure to perform those duties constitutes (i) a violation of the
criminal law (unless the director had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or
her conduct was unlawful), (ii) a transaction from which the director
derived an improper personal benefit, either directly or indirectly,
(iii) a transaction involving the payment of dividends or other
distributions or repurchases of shares in violation of the Florida
Act, (iv) in a proceeding by or in the right of the corporation to
procure judgment in its favor or by or in the right of a shareholder,
conscious disregard by the director for the best interests of the
corporation, or willful misconduct, or (v) in a proceeding by or in
the right of someone other than the corporation or a shareholder,
recklessness or an act or omission by the director which was committed
in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.
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FINANCIAL STATEMENTS
In response to this Item, the Registrant hereby incorporates by
reference from the Form 10-KSB (i) the financial statements included
in Exhibit 13.1 to the Form 10-KSB and (ii) the Opinion of Stevens,
Thomas, Schemer & Sparks, P.A., which was included in Exhibit 13.1 to
the Form 10-KSB.
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
3.1 - Restated Articles of Incorporation of Big Lake Financial Corporation (Incorporated by
reference to Exhibit 3.1 to BLF's Registration Statement No. 333-30779 (the
"Registration Statement"))
3.2 - Bylaws of Big Lake Financial Corporation (Incorporated by reference to Exhibit 3.2 to
the Registration Statement)
4.1 - Specimen Stock Certificate of Big Lake Financial Corporation (Incorporated by
reference to Exhibit 4.1 to the Registration Statement)
10.1 - Big Lake Financial Corporation 1987 Stock Option Plan and amendment thereto
(Incorporated by reference to Exhibit 10.1 to the Registration Statement) *
10.2 - Lease dated December 11, 1989 between AAA Warehouse, Inc. and Clewiston National Bank
and Amendment thereto dated November 28, 1995 (Incorporated by reference to Exhibit
10.2 to the Registration Statement)
10.3 - Lease dated April 1, 1981 between Earl R. Gamer and Clewiston National Bank and
Modification and Lease Extension Agreement thereto dated April 1, 1996 (Incorporated
by reference to Exhibit 10.3 to the Registration Statement)
21 - List of Subsidiaries of Big Lake Financial Corporation (Incorporated by reference to
Exhibit 21 to BLF's Form 10-KSB for the year ended December 31, 1997)
23.1 - Consent of Stevens, Thomas, Schemer & Sparks, P.A.
</TABLE>
_______________________
* Represents a management contract or compensation plan or arrangement required
to be filed as an exhibit.
DESCRIPTION OF EXHIBITS
The description of exhibits is included in Item 1 of Part III of this
registration statement and is incorporated herein by reference.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Big Lake Financial Corporation
Date: April 22, 1998 By: /s/ Edwin E. Walpole, III
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Edwin E. Walpole, III
Chairman, President and
Chief Executive Officer
By: /s/ Joe G. Mullins
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Joe G. Mullins
Executive Vice President and Chief
Administrative Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
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23.1 Consent of Stevens, Thomas, Schemer & Sparks, P.A. 8
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Exhibit 23.1
Consent of Independent Auditors
We agree to the inclusion in this Form 10-SB registration statement of our
report, dated January 29, 1998, on our audit of the consolidated financial
statements of Big Lake Financial Corporation and Subsidiaries.
STEVENS, THOMAS, SCHEMER & SPARKS, P.A.
Jacksonville, Florida
April 22, 1998
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