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REGISTRATION NO.
333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST PALM BEACH BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0418027
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 SOUTH AUSTRALIAN AVENUE
WEST PALM BEACH, FLORIDA 33401
(561) 655-8511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
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FIRST PALM BEACH BANCORP, INC.
1993 INCENTIVE STOCK OPTION PLAN
(Full Title of Plan)
Louis O. Davis, Jr.
President and Chief Executive Officer
John C. Trammel
Senior Vice President
First Palm Beach Bancorp, Inc.
450 South Australian Avenue
West Palm Beach, Florida 33401
(561) 655-8511
(Name, address including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS LLP
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA, 33401-6198
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 250,000 (2) $27.875 $6,968,750.00 $2,111.74(4)
Preferred Share Purchase Rights 250,000 (3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(b)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), based upon the average of the bid and
asked prices of such Common Stock reported on May 13, 1997 on the
Nasdaq National Market.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant which may be necessary
to adjust the number of shares reserved for issuance pursuant to the 1993
Incentive Stock Option Plan as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or exchange of
shares or other similar events pursuant to Rule 416(a) promulgated under
the Securities Act.
(3) The Preferred Share Purchase Rights (the "Rights") are attached to and
will trade with the Common Stock. The value attributable to the Rights,
if any, is reflected in the market price of the Common Stock.
(4) Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the registration fee for the Common
Stock.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE AUTOMATICALLY UPON FILING
WITH THE SEC IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT, AND RULES
456 AND 462 PROMULGATED THEREUNDER.
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THIS REGISTRATION STATEMENT IS FILED PURSUANT TO GENERAL INSTRUCTION E TO FORM
S-8.
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by First Palm
Beach Bancorp, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
1. The Registrant's Form S-8, Registration No. 33-75524,
filed on February 18, 1994.
2. The description of the Preferred Share Purchase
Rights contained in Item 1 of the Registration Statement on Form 8-K filed with
the Commission on January 26, 1995, including all amendments and reports filed
for the purpose of updating such description.
3. The Registrant's Annual Report on Form 10-K
(Commission File No. 0-21942) for the fiscal year ended September 30, 1996.
4. The Registrant's Quarterly Reports on Form 10-Q
(Commission File No. 0-21942) for the quarters ended December 31, 1996 and
March 31, 1997.
5. All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the report
referred to in (3) above.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in this Registration Statement, or in
a document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in any other
subsequently filed document which is deemed to be 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 of this Registration Statement.
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POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints the agent for service named in this Registration
Statement as his attorney-in-fact to sign in his name and on his behalf in
any and all capacities stated below and to file with the Commission any and all
amendments, including post-effective amendments, to this Registration
Statement, and the Registrant hereby also appoints such agent for service as
its attorney-in-fact with like authority to sign and file any such amendments
in its name and on its behalf.
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
this 19th day of May, 1997.
FIRST PALM BEACH BANCORP, INC.
By: /s/ Louis O. Davis, Jr.
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Louis O. Davis, Jr.
Chief Executive Officer,
President and Director
[Continued on next page.]
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
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Signature Title Date
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<S> <C> <C>
/s/ Louis O. Davis, Jr.
- ------------------------- Chief Executive Officer, President May 19, 1997
Louis O. Davis, Jr. and Director
(Principal Executive Officer and
Director)
/s/ R. Randy Guemple
- ------------------------- Executive Vice President and May 19, 1997
R. Randy Guemple Treasurer
(Principal Financial Officer and
(Principal Accounting Officer)
/s/ William W. Lynch
- ------------------------- Chairman of the Board May 19, 1997
William W. Lynch
/s/ Edward M. Eissey
- ------------------------- Vice Chairman of the Board May 19, 1997
Edward M. Eissey
/s/ Ted R. Moffett, Jr.
- ------------------------- Director May 19, 1997
Ted R. Moffett, Jr.
/s/ Robert P. Miller
- ------------------------- Director May 19, 1997
Robert P. Miller
/s/ Holly H. Hadley, M.D.
- ------------------------- Director May 19, 1997
Holly W. Hadley, M.D.
/s/ Daniel O. Sokoloff, M.D.
- ------------------------- Director May 19, 1997
Daniel O. Sokoloff, M.D.
/s/ Fred A. Greene
- ------------------------- Director May 19, 1997
Fred A. Greene
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[Continued on next page.]
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EXHIBIT INDEX
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EXHIBIT
NO.
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<S> <C>
5 Opinion of Steel Hector & Davis LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Steel Hector & Davis LLP (included
in Exhibit 5 to this Registration Statement)
24 Power of Attorney (included on signature
pages of this Registration Statement)
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EXHIBIT 5
May 19, 1997
First Palm Beach Bancorp, Inc.
450 South Australian Avenue
West Palm Beach, Florida 33402-3515
Gentlemen:
As counsel for First Palm Beach Bancorp, Inc., a Delaware corporation
("FPBB"), we have participated in the preparation of a registration statement
on Form S-8 to be filed by FPBB with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), on or about the date hereof in connection with the First
Palm Beach Bancorp, Inc. 1993 Incentive Stock Option Plan (the "Plan"). The
Registration Statement registers 250,000 shares (the "Shares") of FPBB Common
Stock, $.01 par value (the "Common Stock"), and the Preferred Share Purchase
Rights attached thereto (the "Rights"). This opinion is given with respect to
the Shares to the extent they are newly-issued shares of Common Stock.
In connection therewith, we have examined FPBB's Certificate of
Incorporation and FPBB's Bylaws, each as amended to the date hereof; the Rights
Agreement dated as of January 23, 1995 between FPBB and Mellon Bank, N.A. (the
"Rights Agreement"), providing for the issuance of the Rights; resolutions
adopted by the Board of Directors of FPBB on January 23, 1995 providing, among
other things, for distribution of the Rights and approving the Rights
Agreement; resolutions of the Board of Directors of FPBB on September 17, 1996
providing, among other things, for an increase in the number of shares of
Common Stock available under the Plan from 343,500 to 593,500 shares, and such
other corporate documents and records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purposes of this
opinion.
We have also reviewed the relevant statutory provisions of the
Delaware General Corporation Law and such other legal authority in Delaware as
we have deemed relevant.
For purposes of the opinion related to the Rights expressed herein, we
have assumed (1) that FPBB has sufficient authorized but unissued shares of
preferred stock to provide fully for the exercise of the Rights without
amendment of FPBB's Certificate of Incorporation to increase the number of
authorized but unissued shares of preferred stock, (2) that no member of the
Board of Directors of FPBB has any personal interest therein (except for an
interest arising solely from ownership of FPBB Common Stock) and (3) that in
approving the Rights Agreement and the transactions provided for therein, each
member of the Board of Directors has discharged his duties in the good faith
exercise of his business judgment, in a manner he reasonably believed to be in
the best interest of FPBB and its stockholders and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances, and that he did not act solely or primarily to perpetuate his
office. Nothing has come to our attention that would lead us to believe that
we are not justified in relying on such assumptions.
Based on the foregoing, we advise you that:
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First Palm Beach Bancorp, Inc.
May 19, 1997
Page 2
I.
The shares of Common Stock, when sold as contemplated by the
Registration Statement, will be validly issued, fully paid and non-assessable.
II.
The Rights, when issued as contemplated by the Registration Statement,
will be validly issued.
The foregoing opinions are rendered subject to the qualification that
we are members of the Florida Bar. The foregoing opinions are limited to the
laws of the State of Florida, the Delaware General Corporation Law and the
federal laws of the United States insofar as they bear on the matters covered
hereby.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
STEEL HECTOR & DAVIS LLP
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Palm Beach Bancorp, Inc. on Form S-8 of our report dated December 10,
1996 appearing in First Palm Beach Bancorp, Inc.'s Annual Report on Form 10-K
for the year ended September 30, 1996, and the reference to us under the
heading "Experts" in the Prospectus for the First Palm Beach Bancorp, Inc. 1993
Incentive Stock Option Plan.
DELOITTE & TOUCHE LLP
Certificate Public Accountants
West Palm Beach, Florida
May 12, 1997
