As filed with the Securities and Exchange Commission on April 29, 1999
File No. 333-67613
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
Pre-Effective Amendment No. 3
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CITRUS FINANCIAL SERVICES, INC.
(Name of small business issuer in its charter)
Florida 6712 65-0136504
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1717 Indian River Boulevard, Suite 100
Vero Beach, Florida 32960
(561) 778-4100
(Address and telephone number
of principal executive offices)
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Josh C. Cox, Jr.
President and Chief Executive Officer
1717 Indian River Boulevard, Suite 100
Vero Beach, Florida 32960
(561) 778-4100
(Name, address and telephone number of agent for service)
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Copies Requested to:
Herbert D. Haughton, Esq. Neil E. Grayson, Esq.
or A. George Igler, Esq. Nelson Mullins Riley & Scarborough, L.L.P.
Igler & Dougherty, P.A. First Union Plaza, Suite 1400
1501 Park Avenue East 999 Peachtree Street, N.E.
Tallahassee, Florida 32301 Atlanta, Georgia 30309
(850) 878-2411 Telephone (404) 817-6000 Telephone
(850) 878-1230 Facsimile (404) 817-6225 Facsimile
Approximate date of proposed sale to the public: As soon as practicable after
this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis as required by rule 415 under the Securities Act of
1933 check the following box. [ ]
If this form is filed to register additional securities for an offering as
required by to rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
If this form is a post-effective amendment filed as required by to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made as required by to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
each class Amount maximum maximum
of securities to be offering aggregate Amount of
to be registered registered price(1) offering price(2) registration fee(3)
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<S> <C> <C> <C> <C>
Common Stock $3.15 par value 1,200,000 $11.50 $13,800,000 $3,836.40
=================================== ======================== ====================== ====================== ===================
</TABLE>
(1) Maximum purchase price of stock to be issued.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the proposed maximum offering price per share.
(3) Previously paid.
The Registrant hereby amends this registration statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on the date the Commission, acting as required by to Section 8(a), may
determine.
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<PAGE>
PART-II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24: Indemnification of Directors and Officers
As provided under Florida law, the Company's directors shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of duty of care or any other duty owed to the Company as a director,
unless the breach of or failure to perform those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful, or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director received an improper
personal benefit; (iii) for unlawful corporate distributions; or (iv) an act or
omission which involves a conscious disregard for the best interests of the
Corporation or which involves willful misconduct; or (v) an act of recklessness
or an act or omission 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.
Article IX of the Company's Bylaws provides that the Company shall
indemnify a director who has been successful in the defense of any proceeding to
which he was a party or in defense of any claim, issue or matter therein because
he is or was a director of the Company, against reasonable expenses incurred by
him in connection with such defense.
The Company's Bylaws also provide that the Company is required to
indemnify any director, officer, employee or agent made a party to a proceeding
because he is or was a director, employee or agent against liability incurred in
the proceeding if he acted in a manner he believed in good faith or to be in or
not opposed to the best interests of the Company and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Determination concerning whether or not the applicable standard of
conduct has been met can be made by: (i) a disinterested majority of the Board
of Directors; (ii) a majority of a committee of disinterested directors; (iii)
independent legal counsel; or (iv) an affirmative vote of a majority of shares
held by disinterested stockholders.
<PAGE>
Item 25: Other Expenses of Issuance and Distribution
The following table sets forth all expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered, other than the sales agent's commissions assuming a maximum offering
price of $11.50. All of the amounts shown are estimated except for the
registration fees of the Commission.
SEC Registration Fees .......................................... $ 3,836
NASD Filing Fee ................................................ 1,880
Blue Sky Registration Fees & Expenses .......................... 7,500
Legal fees and expenses ........................................ 95,000
Accounting Fees ................................................ 40,000
Printing and Engraving expenses ................................ 15,000
Transfer Agent and Registration Fees and Expenses .............. 4,000
Escrow Fees .................................................... 2,500
Advertising .................................................... 2,000
Miscellaneous .................................................. 5,000
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Total ................................................... $176,716
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Item 26: Recent Sales of Unregistered Securities.
On December 14, 1995, the Company granted its President, Josh C. Cox, Jr.,
an option to purchase 25,000 shares of the Company's common stock adjusted to
26,400 shares following the 10% stock split. The grant was made in reliance upon
the exemption contained in Section 4(2) of the Securities Act.
<PAGE>
Item 27: Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description of Exhibit
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*1.1 Form of Sales Agency Agreement with Banc Stock
Financial Services, Inc.
**3.1 Articles of Incorporation of the Company
**3.2 By-Laws of the Company
3.3 Amendments to Bylaws adopted March 16, 1995
(1995 1st Quarter 10Q)
*4.1 Specimen Common Stock Certificate
*4.2 Form of Escrow Agreement with Independent Bankers' Bank
of Florida
*5.1 Opinion of Igler & Dougherty, P.A.
*10.5 Employment Letter with Walter A. Alvarez
*21.1 Subsidiaries of the Company
*23.1 Consent of Igler & Dougherty, P.A., included in the
Opinion Letter
23.2 Consent of Stevens, Sparks & Company, P.A.
*24.1 Power of Attorney (included in signature page to this
Registration Statement)
*27.1 Financial Data Schedule
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* Denotes previously filed as part of this Registration Statement.
** Denotes previously filed as part of the Company's S-18 Registration
Statement, File No. 33-29696-A.
<PAGE>
Item 28. Undertakings.
(a) 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:
(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
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (ss. 230.424[b] of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(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;
(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 which remain unsold at the
termination of the offering.
(e) 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 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.
<PAGE>
Exhibit 23.2
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Consent of Independent Auditors
<PAGE>
Consent of Independent Auditors
We consent to the inclusion of our report, dated January 22, 1999, on our audit
of the consolidated financial statements of Citrus Financial Services, Inc. and
Subsidiary, and to the use of our name under the caption "Experts" in this
Registration Statement of Citrus Financial Services, Inc., on Form SB-2.
/s/ STEVENS, SPARKS & COMPANY, P. A.
Jacksonville, Florida
April 14, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the 33 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form SB-2 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Vero Beach, State of Florida, on the 29th day of April 1999.
CITRUS FINANCIAL SERVICES, INC.
By: /s/ Josh C. Cox, Jr.
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Josh C. Cox, Jr., President and Chief Executive Officer
By: /s/ Henry O. Speight
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Henry O. Speight, Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Josh C. Cox, Jr., and Henry O. Speight their true
and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post effective amendments) to this
Registration Statement, and to file same, with all exhibits thereto, and other
documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 33 Act, this Registration Statement
has been signed by the following persons in the capacities and as of the dates
indicated:
Signature Title Date
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* /s/ Josh C. Cox, Jr. Chairman of the Board April 29, 1999
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Robert L. Brackett
/s/ Josh C. Cox, Jr. Director April 29, 1999
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Josh C. Cox, Jr.
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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Hubert Graves, Jr.
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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Roy H. Lambert
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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Earl H. Masteller
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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Louis L. Schlitt
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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Walter E. Smith, Jr.
* /s/ Josh C. Cox, Jr. Director April 29, 1999
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James R. Thompson
* Pursuant to Power of Attorney filed November 20, 1998 or February 16,
1999, authorizing Josh C. Cox, Jr. and Henry O. Speight, or either of
them, as the true and lawful attorneys-in-fact to sign all amendments to
the Form SB-2 Registration Statement.
