<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1996.
Registration File No. 333-2962
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
KEY FLORIDA BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida 6711 65-0105205
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Code Number)
6001 26th Street, West
Bradenton, FL 34207
(941) 751-4400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------
STEPHEN R. JONSSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KEY FLORIDA BANCORP, INC.
6001 26TH STREET WEST
BRADENTON, FL 34207
(941) 751-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service.)
------------------
Copy to:
JOHN P. GREELEY, ESQ.
SMITH, MACKINNON, HARRIS, GREELEY,
BOWDOIN & EDWARDS, P.A.
255 SOUTH ORANGE AVENUE, SUITE 800
ORLANDO, FLORIDA 32801
THIS POST-EFFECTIVE AMENDMENT NO. 1 IS FILED TO REMOVE FROM
REGISTRATION 92,173 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE $.01 PER
SHARE.
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Effective the close of business on July 30, 1996, Key Florida Bancorp,
Inc. ("Bancorp") closed the merger of Key Florida Bank, F.S.B. ("KFB") with and
into Liberty National Bank ("LNB") (the "Merger"). Upon effectiveness of the
Merger, KFB (a subsidiary of Bancorp) merged with and into LNB. In the Merger,
each outstanding share of LNB common stock was converted into the right to
receive 1.5 shares of Bancorp common stock. As a result, an aggregate of
1,798,861 shares of Bancorp common stock was issued to holders of LNB common
stock in the Merger.
The shares of Bancorp common stock issued to LNB shareholders in the
Merger were registered on Form S-4 (Registration No. 333-2962) (the
"Registration Statement"). Through this Post-Effective Amendment No. 1 to the
Registration Statement, Bancorp hereby deregisters and thereby removes from
registration, the 92,173 shares of Bancorp common stock which were registered
pursuant to the Registration Statement and not issued to LNB shareholders in
the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bradenton, State of Florida, on the 28th day of August, 1996.
KEY FLORIDA BANCORP, INC.
By: /s/ Stephen R. Jonsson
------------------------------------------
Stephen R. Jonsson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/s/ Harvey E. Anderson Chairman of the Board August 28, 1996
- -------------------------------------
Harvey E. Anderson
/s/ Roger P. Conley Vice Chairman of the Board August 28, 1996
- -------------------------------------
Roger P. Conley
/s/ Michael L. Hogan Senior Vice President and Chief August 28, 1996
- ------------------------------------- Financial Officer (Principal
Michael L. Hogan Financial Officer and Principal
Accounting Officer)
/s/ Stephen R. Jonsson President, Chief Executive August 28, 1996
- ------------------------------------- Officer and Director
Stephen R. Jonsson
/s/ Daniel S. Hager Director August 28, 1996
- -------------------------------------
Daniel S. Hager
/s/ Dale R. Hoffner Director August 28, 1996
- -------------------------------------
Dale R. Hoffner
/s/ Bryant A. Meeks Director August 28, 1996
- -------------------------------------
Bryant A. Meeks
/s/ Leonard J. Najjar Director August 28, 1996
- -------------------------------------
Leonard J. Najjar
/s/ James T. Rogers, M.D. Director August 28, 1996
- -------------------------------------
James T. Rogers, M.D.
/s/ H. R. Williams Director August 28, 1996
- -------------------------------------
H. R. Williams
</TABLE>
