As filed with the Securities and Exchange Commission on January 7, 2000
Registration No.333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
FFLC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3204891
- - - - - - - - - - - -------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 North Boulevard West P.O. Box 490420
Leesburg, Florida
(352) 787-3311
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
George W. Murphy, Jr. , Esq.
Muldoon, Murphy & Faucette LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant 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 pursuant 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 pursuant to Rule 434,
please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - - - - - - - - - - --------------------------------------------------------------------------------------------------------------------
Title of Shares Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered Offering Price Aggregate Registration Fee
Per Unit (2) Offering Price (2)
- - - - - - - - - - - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 500,000 $14.53 $7,265,000 $1,918
- - - - - - - - - - - --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares of Common Stock that may be issued as a
result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee. Based
on the average of high and low prices reported on the Nasdaq National
Market as of January 5, 2000 pursuant to Rule 457(c).
<PAGE>
[FFLC BANCORP, INC. LETTERHEAD]
January __, 2000
Dear Shareholder:
The Board of Directors recently voted to establish the FFLC Bancorp
Dividend Reinvestment Plan ("Plan") to provide shareholders of record of at
least 50 shares with a convenient and economical way to automatically reinvest
all or a portion of their cash dividends and to invest optional cash payments,
subject to minimum and maximum purchase limitations, in additional shares of
common stock. You pay no service charges or brokerage commissions for common
stock purchased under the Plan.
The Plan is completely voluntary. You may terminate your participation
at any time. If you wish to participate in the Plan, complete and return the
enclosed Authorization Form. If you do not wish to participate in the Plan, you
will continue to receive your dividends, if and when declared, by check from the
Company.
All of the features, terms and conditions of the Plan are detailed in
the enclosed Prospectus, which you should read carefully. The Prospectus, in
simple question-and-answer format, should answer most of the questions you may
have about the Plan. If you have additional questions, please address them to
the Plan Administrator, Registrar and Transfer Company, 10 Commerce Drive,
Cranford, New Jersey 07016, Attention: Dividend Reinvestment Department
(telephone number 1-800-368-5948).
The Company values its shareholders and we hope that you find this new
Plan an attractive means for holding your shares and increasing your investment.
Sincerely,
/s/ Stephen T. Kurtz
Stephen T. Kurtz
President and Chief Executive Officer
<PAGE>
PROSPECTUS
FFLC BANCORP
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan ("Plan") of FFLC Bancorp, Inc.,
("Company") provides shareholders of record of at least 50 shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), with a
convenient and economical way to reinvest, at no cost, all or a portion of their
regular cash dividends and to invest optional cash payments, subject to minimum
and maximum purchase limitations, in additional shares of Common Stock. Any
special cash dividends or any other cash distributions that the Company may
declare and pay on the Common Stock are ineligible for reinvestment.
Any holder of record of 50 or more shares of Common Stock (including
shares held within the Plan) is eligible to participate in the Plan. Beneficial
owners whose shares are registered in a name other than their own (e.g., held in
the name of a broker or bank nominee) and who wish to participate in the Plan
must become record holders of 50 or more shares by transferring at least 50
shares into their own names. Only dividends paid on shares registered in your
name are eligible for investment under the Plan.
Plan participants may elect to have regular cash dividends paid on all
or a portion of their shares of Common Stock automatically reinvested in
additional shares of Common Stock. Holders of Common Stock who choose not to
participate in the Plan will continue to receive regular cash dividends on
shares of Common Stock registered in their name, when and if declared, by check
from the Company or direct deposit.
Shares of Common Stock purchased under the Plan will be purchased
either directly from the Company or in the open market. The purchase price for
each share of Common Stock purchased with reinvested dividends will be 100% of
the market price on the relevant date of investment. See Question 12.
This Prospectus relates to 500,000 shares of Common Stock registered
for sale under the Plan. These shares may be either authorized but unissued
shares or shares reacquired and held in the Company's treasury. This Prospectus
also covers an indeterminate number of shares of Common Stock that may be issued
as a result of stock splits, stock dividends or similar transactions.
Participants should retain this Prospectus for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
See "RISK FACTORS" beginning on page 4 for a discussion of certain factors that
should be considered by Plan participants.
The shares of Common Stock offered hereby are not savings accounts, deposits or
other obligations of a bank or savings association and are not insured by the
Federal Deposit Insurance Corporation or any other government agency.
The date of this Prospectus is January 7, 2000.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC" or "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the following regional
offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies
of such material also can be obtained at prescribed rates from the Commission's
Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. Reports, proxy statements and
other information filed by the Company are also available on the Internet at the
Commission's World Wide Web site at http://www.sec.gov. In addition, materials
filed by the Company are available for inspection at the offices of The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933,
as amended ("Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Common Stock. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
where a copy of such document has been filed as an exhibit to the Registration
Statement or otherwise has been filed with the Commission, reference is made to
the copy so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the SEC are hereby
incorporated by reference: (i) the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 1998, and (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, June 30 and September 30, 1999.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of this offering shall be deemed to be incorporated by reference
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this material to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon the written or oral request, a copy of any
or all of the documents incorporated by reference herein (including exhibits
that are specifically incorporated by reference in such documents). Written or
oral request should be directed to Sandra L. Rutschow, Vice President and
Secretary, FFLC Bancorp, Inc., P. O. Box 490420, Leesburg, Florida 34749-0420.
The telephone number is (352) 787-3311.
1
<PAGE>
================================================================================
SUMMARY PLAN HIGHLIGHTS
The following summary explains the significant aspects of the Plan. For
additional information about the Plan, please refer to the more detailed
information in this Prospectus.
Purpose of the Plan
The purpose of the Plan is to provide record owners of at least 50
shares of common stock, par value $0.01 per share ("Common Stock"), of FFLC
Bancorp, Inc., ("Company") with a convenient and economical method of investing
regular cash dividends paid on shares of Common Stock. The Plan also provides
record owners with a means of making optional cash payments, subject to minimum
and maximum purchase limitations, to purchase Common Stock. Any special cash
dividends or other cash distributions that the Company may declare and pay on
the Common Stock are ineligible for reinvestment. If you are eligible but do not
wish to participate in the Plan, you will continue to receive regular cash
dividends, when declared and paid by the Company, by check from the Company or
direct deposit.
Automatic Dividend Reinvestment
The Plan is administered by Registrar and Transfer Company ("Plan
Administrator"). If you enroll in the Plan, your regular cash dividends will be
automatically invested in shares of Common Stock by the Plan Administrator at no
cost to you. You may also make optional cash payments subject to a minimum cash
payment of $100 and an annual maximum purchase limit of $100,000. Once enrolled,
you do not need to take any further action.
If a particular cash dividend is not enough to buy a whole share of
Common Stock, your account will be credited by the Plan Administrator with a
fractional share computed to four decimal places. Fractional shares also earn
cash dividends that will be applied toward your next regular cash dividend
payment.
No Administration Fees or Broker Commissions for Stock Purchases
You will not pay any charges for brokerage commissions or
administrative fees on purchases of Common Stock made through the Plan. The
Company pays all costs associated with the Plan. However, you will have to pay
brokerage commissions for the sale of any shares held in the Plan plus a $10.00
service fee. There is a $5.00 fee to issue a stock certificate for shares held
in the Plan.
Simplified Record Keeping
No stock certificates will be delivered except upon your written
request. The Plan Administrator will send you a report confirming each purchase
of Common Stock made for your account. The number of shares purchased will be
based on the amount of cash dividends reinvested and the purchase price for
Common Stock.
Termination or Withdrawal of Shares
You can terminate participation in the Plan or withdraw a portion of
your shares at any time by notifying the Plan Administrator in writing. If you
terminate your participation, certificates for full shares of Common Stock
credited to your account will be issued and a cash payment will be made for any
fractional shares. Upon request, the Plan Administrator will sell whole shares
credited to your account and pay you the proceeds after deducting any applicable
service charges and brokerage fees.
2
================================================================================
<PAGE>
================================================================================
How to Participate
If you wish to reinvest your regular cash dividends automatically
towards the purchase of Common Stock, simply complete the enclosed Authorization
Form and mail it to the Plan Administrator at the following address:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Attention: Dividend Reinvestment Department
Questions regarding the Plan can be directed to either the Company or
the Plan Administrator at the above address (Toll Free: 1-800-368-5948). The
address of the Company's principal executive office is 800 North Boulevard West,
P.O. Box 490420, Leesburg, Florida 34748 (telephone number (352) 787-3311).
================================================================================
3
<PAGE>
THE COMPANY
The Company, a Delaware corporation, is primarily engaged in the
business of planning, directing, and coordinating the business activities of its
wholly owned subsidiary, First Federal Savings Bank of Lake County ("Bank'). On
January 4, 1994, the Company completed the sale of its common stock in
connection with the conversion of the Bank from the mutual to stock form of
organization. The Bank is a federally chartered, community-oriented savings
institution offering a variety of financial services to meet the needs of the
communities it serves, accepting savings and demand deposits and providing
mortgage, consumer and commercial loans to the general public through twelve
retail banking offices. The Bank conducts business principally in Lake, Sumter
and Citrus counties in Florida.
RISK FACTORS
An investment in the shares of common stock offered by this Prospectus
involves risk. In addition to the other information contained in this
Prospectus, the following risk factors should be considered carefully in
evaluating participation in the Plan. This Prospectus contains certain
"forward-looking statements" (as defined in the federal securities laws)
concerning the Company's proposed operations, performance and financial
condition. These statements are not historical facts and are based upon a number
of assumptions and estimates beyond the control of the Company. Actual results
may differ materially from those expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, those set forth below.
Restrictions on Ability to Pay Dividends
Future declarations and payments of dividends on the Common Stock, if
any, will depend upon the earnings and financial condition of the Company,
liquidity and capital requirements, the general economic and regulatory climate
and other factors deemed relevant by the Company's Board of Directors. The
Company's principal source of funds to pay dividends on the shares of Common
Stock will be cash dividends that the Company receives from the Bank. There are
statutory and regulatory requirements applicable to the payment of dividends by
the Bank, as well as by the Company, to its shareholders.
Under the regulations of the Office of Thrift Supervision ("OTS"), the
Bank's primary federal regulator, the Bank, with prior notice to and the
non-objection of the OTS, could distribute up to 100% of its net income during
the calendar year plus 50% of its surplus capital ratio at the beginning of the
calendar year less any distributions previously paid during the year. This
qualitative limit applies so long as the Bank remains a well-capitalized and
well-managed institution as defined under applicable OTS regulations. Otherwise,
the Bank's ability to pay dividends would be further limited.
The federal banking statutes prohibit federally insured banks from
making any capital distributions (including a dividend payment) if, after making
the distribution, the institution would be "undercapitalized" as defined by
statute. In addition, the relevant federal regulatory agencies also have
authority to prohibit an insured bank from engaging in an unsafe or unsound
practice, as determined by the agency, which could include the payment of
dividends.
Under Delaware law, the Company generally is limited to paying
dividends in an amount equal to the excess of its net assets (total assets minus
total liabilities) over its statutory capital or, if such excess does not exist,
to its net profits for the current and/or immediately preceding fiscal year.
4
<PAGE>
Possible Dilutive Effect of the Plan
The Plan allows for the issuance of authorized but unissued shares by
the Company. In the event that authorized but unissued shares are issued under
the Plan, the voting interests of existing shareholders will be diluted and net
income per share and stockholders' equity per share will decrease.
Local Economic Conditions
The Bank's success depends to a large extent upon general economic
conditions in the communities it serves. The Bank primarily operates in Lake,
Sumter and Citrus Counties, Florida. A decline in the economy of these counties
could have a material adverse effect on the Bank's business, including the
demand for new loans, refinancing activity, the ability of borrowers to repay
outstanding loans and the value of loan collateral, and could adversely affect
the Bank's asset quality and net income.
Government Regulation
The banking industry is regulated by and subject to regular examination
by federal and state regulatory authorities. Under federal banking law, the
Company and the Bank are subject to supervision and limitations with respect to
extending credit, purchasing securities, paying dividends, making acquisitions,
branching and many other aspects of the banking business. Banking laws are
designed primarily to protect depositors and customers, not investors, and
include, among other things, minimum capital requirements, limitations on
products and services offered, consumer credit regulations, community investment
requirements and restrictions on transactions with affiliated parties. Financial
institution regulation has been the subject of significant legislation in recent
years, and may be the subject of further significant legislation in the future,
none of which is within the control of the Company. This regulation
substantially affects the business and financial results of all financial
institutions and holding companies, including the Company and the Bank. The
Company is not able to predict the impact of changes in such regulations on the
Bank's business and profitability, some or all which may be materially adverse
to the Bank.
Competition
The banking business is highly competitive, and the Bank's
profitability depends principally upon the Bank's ability to compete in the
market areas in which it operates. The Bank competes with commercial banks,
other savings institutions, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking firms, asset-based
non-bank lenders and certain other nonfinancial institutions, including retail
stores which may maintain their own credit programs, and certain governmental
organizations which may offer more favorable financing than the Bank. Many
competitors may have greater financial and other resources than the Bank.
The Bank has been able to compete effectively with other financial
institutions by emphasizing customer service, by establishing long-term customer
relationships and building customer loyalty, and by providing products and
services designed to address the specific needs of its customers. Although the
Bank has been able to compete effectively in the past, no assurance may be given
that the Bank will be able to continue to do so. Further, changes in government
regulation of banking, particularly legislation which removes restrictions on
interstate banking and permits interstate branching, are likely to increase
competition by out-of-state banking organizations or by other financial
institutions in the Bank's market areas. Recent legislation which permits
consolidations among banks, insurance companies and investment banking companies
may further increase competitive pressure.
5
<PAGE>
Control by Management
As of December 30, 1999, the directors and officers of the Company
beneficially owned approximately 6% of the outstanding shares of Common Stock
(including shares subject to outstanding currently exercisable stock options and
shares that may be issued under various stock benefit plans). Accordingly, those
persons have substantial influence over the business, policies and affairs of
the Company, including the potential ability to control the election of
directors and other matters requiring shareholder approval by simple majority
vote.
Investment Risk
The shares of Common Stock to be issued under the Plan are subject to
general investment risk. Periodically, the stock market experiences substantial
price and volume volatility. Those market fluctuations may be unrelated to the
operating performance of particular companies whose shares are traded and may
adversely affect the market price of the Common Stock. The Company cannot assure
you that the market price of the Common Stock will not decline below the price
at which the shares are purchased under the Plan.
Interest Rate Risk
As the holding company for the Bank, the Company's financial condition
and performance depends primarily on the financial condition and performance of
the Bank which is greatly affected by changes in market interest rates. The
market value of the Bank's investment securities fluctuate based on the level of
market interest rates. In addition, the Bank's earnings depend primarily on
"rate differentials," which are the differences between interest income earned
on loans and investments and the interest expense paid on deposits and other
borrowings. These rates are highly sensitive to many factors that are beyond the
Bank's control, including general economic conditions and the policies of
various governmental and regulatory authorities. Increases in the federal funds
rate by the Board of Governors of the Federal Reserve System usually lead to
rising interest rates which affect the Bank's interest income, interest expense
and investment portfolio. Also, governmental policies, such as the creation of a
tax deduction for individual retirement accounts, can increase savings and
affect the cost of funds. From time to time, maturities of assets and
liabilities are not balanced, and a rapid increase or decrease in interest rates
could have an adverse effect on the net interest margin and results of
operations of the Bank. The nature, timing and effect of any future changes in
federal monetary and fiscal policies on the Bank and its results of operations
are not predictable.
Potential Year 2000 Computer Malfunctions
The advent of the year 2000 presents significant issues regarding how a
Company's software and operating systems will deal with the numerical value
representing the year 2000. This issue extends beyond individual companies to
include the effect on other companies with which they do business, or by which
they may be affected. The Company and the Bank have responded proactively to
address this issue with respect to their systems and management believes that
all operations affected by year 2000 issues have been tested and determined to
be compliant. There can be no assurance, however, that there will not be any
year 2000 operating problems or that no expenses will arise with respect to the
Company's and the Bank's computer systems and software, or in connection with
the Company's and the Bank's interface with the computer systems and software of
their suppliers, clients and other financial institutions with which they
interact. The year 2000 issue may also have an impact on the financial condition
of the Company and the Bank if borrowers from the Bank become insolvent or are
otherwise unable to repay loans made by the Bank as a result of year 2000
noncompliance.
6
<PAGE>
FFLC BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
On December 30, 1999, the Board of Directors of the Company voted to
adopt this Plan under which authorized but unissued shares of the Company's
common stock, par value $0.01 per share ("Common Stock"), are available for
issuance and sale to the shareholders of the Company. The Plan also allows for
the purchase of the Company's Common Stock in the open market. The Plan will be
in effect until amended, altered or terminated. The Company has reserved 500,000
shares of its Common Stock for issuance and sale under the Plan pursuant to this
prospectus. The Plan is set forth below as a series of questions and answers
explaining its significant aspects.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of at least 50
shares of Common Stock (including shares held within the Plan) with a convenient
and economical method of investing regular cash dividends paid on the Common
Stock in additional shares of Common Stock without paying any brokerage
commissions, service charges or other fees. The Plan also provides record owners
with a means of making optional cash payments, subject to minimum and maximum
purchase limitations, to purchase Common Stock. See Questions 21 and 22. Any
special cash dividends or other cash distributions that the Company may declare
and pay on the Common Stock are ineligible for reinvestment. Participants who
elected to have their cash dividends reinvested will be deemed to have applied
such cash dividends to the purchase of additional shares of Common Stock
pursuant to the Plan. To the extent that those additional shares are purchased
directly from the Company, the Company will receive additional funds to be used
for general corporate purposes, including increased lending and investment.
2. What are the advantages of the Plan?
A Plan participant may (a) have cash dividends on all of his or her
registered shares of Common Stock automatically reinvested in Common Stock or
(b) have cash dividends on a portion of his or her registered shares of Common
Stock automatically reinvested in Common Stock.
o Full Investment. Full investment of funds is possible under
the Plan because fractions of shares, as well as whole shares,
will be credited to a participant's account. Further,
dividends on fractional shares, as well as whole shares, will
be reinvested in additional shares of Common Stock and will be
credited to a participant's account. Participants pay no
brokerage commissions, service charges or other fees in
connection with purchases under the Plan.
o Safekeeping. A participant avoids the need for safekeeping of
certificates for shares of Common Stock credited to his or her
account under the Plan because they are held by the Plan. In
addition, participants may deposit for safekeeping in their
Plan account any stock certificates for Common Stock
registered in their names through the free custodial service
described in Question 24. Dividends on shares deposited for
safekeeping under the Plan will also be reinvested. (See
Questions 24 and 25.) By depositing shares for safekeeping,
participants are relieved of the responsibility for loss,
theft or destruction of the certificates.
7
<PAGE>
o Recordkeeping. Regular statements of account will be mailed to
each participant in the Plan as soon as practicable after each
purchase of Common Stock under the Plan. The statements will
show the date of the investment, the amounts invested, the
purchase price, the number and the market value of shares of
Common Stock purchased and the number of shares of Common
Stock in the participant's account, allowing for simplified
record-keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Registrar and Transfer Company, the transfer agent for the Common Stock
("Plan Administrator"), administers the Plan for participants, maintains
records, sends statements of account to participants and performs other duties
relating to the Plan. The Plan Administrator will hold for safekeeping shares of
Common Stock purchased for, or deposited for safekeeping by, each participant
until termination of participation in the Plan or receipt of a written request
from a participant for the issuance of a certificate for all or a portion of
such shares. Shares of Common Stock purchased under the Plan and held by the
Plan Administrator will be registered in its name or the name of one of its
nominees and will be credited to the account of each participant. As the record
holder of shares of Common Stock held for participants under the Plan, the Plan
Administrator will receive dividends on such shares of Common Stock, will credit
such dividends to each participant's account on the basis of full and fractional
shares held in each account, and will automatically reinvest such dividends in
additional shares of Common Stock. If the Plan Administrator should resign or
otherwise cease to act as agent, the Company will make such other arrangements
as it deems appropriate for the administration of the Plan.
The Plan Administrator may be contacted by mail at:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Attention: Dividend Reinvestment Department
Telephone inquiries may be made to the Plan Administrator at
1-800-368-5948. Please mention FFLC Bancorp, Inc. in all correspondence.
PARTICIPATION
4. Who is eligible to participate in the Plan?
All holders of record of 50 or more shares of Common Stock (including
shares held within the Plan) are eligible to participate in the Plan. Beneficial
owners whose shares are held only beneficially (i.e., in the name of a broker or
bank nominee) and who wish to participate in the Plan must become owners of
record of 50 or more shares by transferring at least 50 shares into their own
names.
8
<PAGE>
5. How does an eligible shareholder enroll in the Plan?
An eligible shareholder may enroll in the Plan by completing the
enclosed Authorization Form and returning it to the Plan Administrator in the
postage-paid envelope provided. Authorization Forms may be obtained at any time
by written request to the Plan Administrator at the address set forth in
Question 3, or to Sandra L. Rutschow, Vice President and Secretary, FFLC
Bancorp, Inc., P.O. Box 490420, Leesburg, Florida 34749-0420.
6. Must a shareholder submit his or her certificate for Common Stock to
the Plan Administrator in order to participate in the Plan?
No. A participant should retain the stock certificates registered in
his or her name and indicate on the Authorization Form whether the dividends on
all or some number of such shares should be reinvested in shares of Common
Stock. Of course, if the participant wishes to take advantage of the Plan's
safekeeping feature, certificates for Common Stock may be sent to the Plan
Administrator as set forth in Question 24. All shares of Common Stock purchased
under the Plan will be held by the Plan for the account of the participant until
withdrawn by the participant.
7. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time and investments
will be made on his or her behalf as follows:
If an Authorization Form requesting reinvestment of Common
Stock dividends is received by the Plan Administrator at least five (5)
business days before the record date established for a particular
Common Stock dividend, reinvestment will begin with that dividend
payment date.
If an Authorization Form is received by the Plan Administrator
less than five (5) business days before the record date established for
a particular Common Stock dividend, reinvestment of dividends will
begin with the dividend payment date immediately following the next
dividend record date, if such shareholder is still a holder of record
on the record date for that dividend.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional shares
of Common Stock through the following investment options:
A. "FULL DIVIDEND REINVESTMENT," which directs the Company to
pay the Plan Administrator all of the participant's regular cash
dividends on all shares of Common Stock then or subsequently registered
in his or her name for reinvestment in accordance with the Plan.
B. "PARTIAL DIVIDEND REINVESTMENT," which directs the Company
to pay the Plan Administrator regular cash dividends on less than all
shares of Common Stock then registered in the participant's name for
reinvestment in accordance with the Plan
9
<PAGE>
while continuing to pay the participant cash dividends on the remaining
shares of Common Stock by check.
C. "OPTIONAL CASH PAYMENT" An initial optional cash payment
may be made by a Participant when enrolling by enclosing a check or
money order with the Authorization Form. Checks or money orders should
be made payable to "Registrar and Transfer Company, Administrator" and
returned along with the Authorization Form in the envelope provided.
Regardless of the option selected, all cash dividends on shares of
Common Stock credited to a participant's account as a result of reinvestment of
dividends and shares held under the safekeeping deposit feature will be
automatically reinvested in accordance with the Plan. A participant may change
his or her election by written notice to the Plan Administrator at the address
set forth in Question 3.
The Authorization Form also appoints the Plan Administrator agent for
each participant and directs the Plan Administrator to apply cash dividends in
accordance with the terms of the Plan.
COSTS
9. Are there any costs to participants associated with purchases under
the Plan?
No. The Company pays all administration costs of the Plan. There are no
brokerage commissions, service charges or other fees charged to participants in
connection with the purchase of shares of Common Stock under the Plan. However,
if a participant asks the Plan Administrator to sell shares of Common stock held
in his or her account under the Plan, any brokerage commissions paid in
connection with such sale will be charged to such participant along with a
$10.00 service charge. (See Question 23).
PURCHASES
10. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be purchased, at the Company's discretion,
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held in the treasury of the Company, or
on the open market, or by combination of the foregoing.
11. When will shares be purchased under the Plan?
In a month in which a regular cash dividend is paid on the Common
Stock, the investment date for the regular dividend on the Common Stock and for
optional cash payments received at least two (2) business days prior to the
dividend payment date is the dividend payment date ("Investment Date"). In a
month in which a regular cash dividend is not paid on the Common Stock, the
investment date for optional cash payments received at least two (2) business
days prior to the last business day of the month is the last business day of the
month. ("Optional Payment Investment Date"). If an Investment Date falls on a
day that is not a trading day, the Investment Date shall be the prior trading
day.
Purchases of Common Stock from the Company in a month in which a
regular cash dividend is paid on the Common Stock will be made on the Investment
Date. Purchases of Common Stock from the Company funded by optional cash
payments in a month in which a regular cash dividend is not paid on the
10
<PAGE>
Common Stock will be made on the last business day of the month. Purchases on
the open market will begin on the Investment Date or Optional Payment Investment
Date and will be completed no later than 30 days from that date except where
completion at a later date is necessary or advisable under any applicable
federal securities laws. If open market purchases cannot be completed within
thirty (30) days, any uninvested dividends and optional cash payments will be
paid in cash. Open market purchases may be made on the Nasdaq National Market,
or by negotiated transactions and may be subject to such terms with respect to
price, delivery, and other terms as to which the Plan Administrator may agree.
Neither the Company nor any participant shall have any authority or power to
direct the time or price at which shares may be purchased, or the selection of
the broker or dealer through or from whom purchases are to be made.
12. At what price will shares of Common Stock be purchased under the Plan?
The purchase price of each share of Common Stock purchased by a
participant in the Plan with reinvested dividends will be 100% of the market
price. In the case of shares of Common Stock purchased from the Company, the
"market price" is the average of the high and low sales prices of a share of
Common Stock on the Nasdaq National Market on the Investment Date. If there is
no trading in the shares of Common Stock on the Nasdaq National Market for a
substantial amount of time at the time of any Investment Date, the Company will
determine the market price on the basis of such market quotations as it shall
deem appropriate. In the case of purchases of Common Stock on the open market,
the "market price" will be the weighted average purchase price of shares
purchased for the relevant Investment Date.
13. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased depends on the
amount of a participant's reinvested dividends and the applicable purchase price
as determined in the manner described in Question 12. Each participant's account
will be credited with that number of shares, including fractions computed to
four decimal places, equal to each participant's total amount to be invested
divided by the Purchase Price.
REPORTS TO PARTICIPANTS
14. What kinds of reports will be sent to participants in the Plan?
As soon as practicable after each Investment Date on which shares of
Common Stock have been purchased for a participant's Plan account, the Plan
Administrator will mail a statement of account to the participant. Each
statement of account will be cumulative for each calendar year. The statement is
a participant's continuing record of the cost of his or her purchases and should
be retained for income tax purposes. In addition, each participant will receive
copies of communications sent to holders of the Common Stock generally,
including the Company's Annual Reports to Shareholders, Notice of Annual Meeting
and Proxy Statement, and any Internal Revenue Service information for reporting
dividend income.
DIVIDENDS ON FRACTIONS OF SHARES
15. Will participants be credited with dividends on fractions of shares?
Yes. Dividends paid on fractions of shares of Common Stock held under
the Plan, as well as on whole shares of Common Stock, will be credited to the
participant's account and will be reinvested in additional shares.
11
<PAGE>
ISSUANCE OF CERTIFICATES FOR COMMON STOCK
16. Will certificates be issued for shares of Common Stock purchased?
No. Certificates will not be issued to a participant for shares of
Common Stock credited to his or her account unless he or she so requests of the
Plan Administrator in writing, or until his or her account is terminated. The
number of shares of Common Stock credited to an account under the plan will be
shown on the participant's statement of account. This safekeeping service
protects against loss, theft or destruction of stock certificates.
At any time, a participant may request in writing that the Plan
Administrator send him or her a certificate for all or a portion of the whole
shares of Common Stock credited to his or her account as described in Question
17. There is a $5.00 service fee to issue a certificate. Any remaining whole
shares and any fractions of a share will continue to be credited to the
participant's account. (See Question 18.)
Shares of Common Stock credited to the account of a participant under
the Plan may not be pledged or assigned. A participant who wishes to pledge or
assign any such shares must request that a certificate for such shares be issued
in his or her name.
Certificates for fractions of a share will not be issued to
participants under any circumstances. (See Questions 17 and 20.)
An institution that is required by law to maintain physical possession
of certificates may request the issuance of certificates for whole shares
purchased under the Plan. This request must be made for each payment date and
mailed to the Plan Administrator at the address set forth in Question 3.
17. Can a participant withdraw shares of Common Stock held under the Plan?
Yes. Certificates for any number of whole shares held in the
participant's account under the Plan will be issued upon receipt by the Plan
Administrator of a written request signed by the participant, specifying the
number of whole shares to be withdrawn. This request should be sent to the Plan
Administrator at the address set forth in Question 3 and should contain a
reference to FFLC Bancorp, Inc. Depending on the participant's authorization,
the dividends on these withdrawn shares may continue to be reinvested pursuant
to the Plan. (See Question 18.)
18. Will dividends on shares of Common Stock withdrawn from the Plan
continue to be reinvested?
If the participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares of Common Stock withdrawn from a participant's
account will continue to be reinvested. However, if cash dividends with respect
to only part of the shares of Common Stock registered in a participant's name
are being reinvested, the Plan Administrator will continue to reinvest dividends
on only the number of shares specified by the participant on the Authorization
Form unless a new Authorization Form specifying a different number of shares is
delivered to the Plan Administrator.
12
<PAGE>
19. What happens when a participant sells or transfers all or a portion of
the shares of Common Stock registered in his or her name?
If a participant who is reinvesting the cash dividends on part of the
shares of Common Stock registered in his or her name disposes of a portion of
such shares, the Plan Administrator will continue to reinvest the dividends on
the remainder of the shares up to the number of shares of Common Stock
originally specified on the Authorization Form, provided the participant
continues to hold at least 50 shares in his or her name, in the Plan.
If a participant disposes of his or her shares of Common Stock
(including shares credited to his or her account under the Plan) so that the
total balance of his or her shares is less than 50 shares, the Plan
Administrator will discontinue the investment of regular cash dividends on the
shares credited to the participant's account under the Plan, or otherwise, until
the participant's share ownership increases to at least 50 shares in the
aggregate. All applicable dividends will be paid in cash until such
participant's stock ownership increases to at least 50 shares. If following a
disposition of stock, a participant's aggregate record ownership of the Common
Stock is less than 50 shares of Common Stock, the Plan Administer will notify
the participant that he or she is no longer eligible to participate in the Plan.
If the participant does not increase his or her stock ownership to at least 50
shares within 30 days of such notice, a certificate will be issued for the whole
number of shares in the account, a cash payment will be made for any fractional
shares and the account will be terminated. There will be a $5.00 service fee to
issue a certificate.
20. In whose name will certificates be registered when issued to
participants?
Shareholder accounts under the Plan are maintained in the names in
which certificates of participants were registered at the time they enrolled in
the Plan. Accordingly, certificates for whole shares of Common Stock will be
similarly registered when issued. Should a participant want such shares
registered in any name other than that of the holder of record participant in
the Plan, he or she must indicate such name in his or her request. In the event
of such re-registration, a participant would be responsible for any possible
transfer taxes and for compliance with any applicable transfer requirements. In
addition, federal backup withholding of 31% may apply to dividends subsequently
paid on such re-registered shares unless the taxpayer identification number of
the person in whose name such shares are registered is provided to the Plan
Administrator. (See Question 33.)
OPTIONAL CASH PAYMENTS
21. Who will be eligible to make optional cash payments?
Stockholders who have submitted a properly completed Authorization Form
are eligible to make optional cash payments at any time. The Plan Administrator
will apply any optional cash payments received from a Participant no later than
2 business days before an Optional Investment Date to the purchase of shares for
the account of the Participant. Any optional cash payment received within 2
business days of or after an Optional Investment Date will be applied to the
next Optional Investment Date.
An initial optional cash payment may be made by a Participant when
enrolling be enclosing a check or money order with the Authorization Form.
Checks or money orders should be made payable to "Registrar and Transfer
Company, Administrator" and returned along with the Authorization Form in the
envelope provided. Thereafter, optional cash payments may be made at any time by
sending them to Registrar and Transfer Company, 10 Commerce Drive, Cranford, New
Jersey 07016, Attn: Dividend Reinvestment
13
<PAGE>
Department. Participants may also authorize a periodic automatic draft on a
deposit account at their bank or other depository institution in accordance with
its rules and procedures or by any other method authorized by the Participant
from time to time. Please include your Plan account number on your check (or
money order) and on any correspondence with respect to the Plan. While optional
cash payments may be made at any time, it is recommended that they be sent so as
to be received at least 5 days before an Optional Investment Date. NO INTEREST
WILL BE PAID ON THESE PAYMENTS. A Participant may obtain the return of any
optional cash payment by written notice to and received by the Plan
Administrator up to 2 business days before it is to be invested.
22. What are the limitations on making optional cash payments?
Optional cash payments may be made at any time. The same amount of
money need not be sent each month and you are under no obligation to make an
optional cash payment at any time. An optional cash payment must be at least
$100 in amount, and payment on behalf of any Participant may not aggregate to
more than $100,000 in any calendar year. For purposes of this limitation, all
Plan accounts controlled by a Participant will be aggregated. Participants may,
however, invest amounts in excess of the $100,000 maximum purchase limit with
the prior approval of the Company. The grant or denial of waivers will be made
by the Company in its sole discretion and on either a uniform or selected basis.
In considering any requests for a waiver of the $100,000 maximum annual purchase
limit, the Company will consider the then-current market price for the Common
Stock, the identity of the party requesting the waiver, the Company's capital
needs, and such other factors as it deems relevant under the circumstances.
Requests for such prior approval should be directed, prior to the beginning of
any relevant pricing period, to the attention of Sandra L. Rutschow, Vice
President and Secretary at (352) 787-3311.
TERMINATION OF PARTICIPATION
23. How may a participant withdraw from and cease participation in the
Plan?
A participant may withdraw from participation in the Plan entirely at
any time. To do so, a participant must notify the Plan Administrator in writing
that he or she wishes to withdraw. Such notice should be forwarded to the Plan
Administrator at the address set forth in Question 3. When a participant
withdraws from the Plan or upon termination of the Plan by the Company, a
certificate for the number of whole shares of Common Stock credited to his or
her account under the Plan will be issued and a cash payment will be made for
any fractions of a share. Such cash payment will be based on the actual market
price of a share of Common Stock less any brokerage fees or commissions, any
other costs of sale and any transfer tax. Federal backup withholding of 31% may
apply to any such cash payments from the Plan. (See Questions 32 and 33.)
If the Plan Administrator receives the request to withdraw and cease
participation prior to the record date for a dividend, the withdrawal will be
processed promptly following receipt of the request. If the request to withdraw
and cease participation is received on or after the record date for a dividend
payment, the request may not become effective until any cash dividend paid on
the dividend payment date has been reinvested and the shares of Common Stock
purchased are credited to the participant's account under the Plan. The Plan
Administrator, in its sole discretion, may either pay any such dividend in cash
or reinvest it in Common Stock on behalf of the terminating participant. The
request for withdrawal will then be processed as promptly as possible following
such Investment Date.
14
<PAGE>
After a participant ceases to participate in the Plan, all subsequent
dividends will be paid to the participant in cash unless he or she re-enrolls in
the Plan, which he or she may do at any time by requesting an Authorization Form
from the Plan Administrator or from the Company.
In his or her written request for withdrawal of shares from the Plan, a
participant may also request that all or a portion of the whole shares of Common
Stock credited to his or her account be sold. If he or she requests such sale,
the sale will be made by the Plan Administrator as promptly as possible after
processing the request for withdrawal. Subject to the applicability of federal
backup withholding, the participant will receive the proceeds from such sale,
less any brokerage fees or commissions, a $10.00 service fee, any other costs of
sale and any applicable transfer tax.
SAFEKEEPING
24. How does a participant deposit shares of Common Stock for
safekeeping under the Plan?
A participant may deposit with the Plan Administrator any Common Stock
certificates registered in his or her name for safekeeping under the Plan. There
is no charge for this custodial service. By having the Plan Administrator hold
such certificates, a participant is relieved of the responsibility for loss,
theft or destruction of any such certificates. Dividends paid on shares of
Common Stock held for safekeeping by the Plan Administrator will be reinvested
in shares of Common Stock pursuant to the Plan.
Participants who wish to deposit their Common Stock certificates with
the Plan Administrator for safekeeping under the Plan should send their
certificates (which need not be endorsed) to the Plan Administrator at the
address set forth in Question 3. Because the participant bears the risk of loss
in sending Common Stock certificates to the Plan Administrator, it is
recommended that certificates be sent by registered mail, return receipt
requested and properly insured. Whenever certificates are issued to a
participant either upon request for withdrawal or termination of participation,
new, differently numbered certificates will be issued.
25. May a participant request that his or her shares of Common Stock be
deposited for safekeeping under the Plan without having the dividends
thereon reinvested?
No. Safekeeping under the Plan is only available for shares of Common
Stock on which dividends are being reinvested in additional shares of Common
Stock under the Plan.
OTHER INFORMATION
26. If the Company declares and pays a special cash dividend or any
other cash distribution on the shares of Common Stock, are they
eligible for reinvestment under the Plan?
No. Only regular cash dividends declared and paid by the Company and
optional cash payments, subject to minimum and maximum purchase limitations, are
eligible for reinvestment.
27. If the Company conducts a rights offering, how will the rights on
the shares of Common Stock held under the Plan be handled?
If a participant is entitled to participate in a rights offering, he or
she will receive rights certificates for only the number of whole shares of
Common Stock held for his or her account under the Plan.
15
<PAGE>
28. What happens if the Company splits its stock or declares a dividend or
other distribution payable in stock or other noncash assets?
Any dividend payable in Common Stock or split shares of Common Stock
distributed by the Company on shares of Common Stock credited to the account of
a participant under the Plan will be added to the participant's account. Any
dividend or other distribution payable in stock other than Common Stock and all
other noncash dividends distributed by the Company on shares of Common Stock
credited to the account of a participant under the Plan will be mailed directly
to such participants in the same manner as to shareholders who are not
participating in the Plan. Of course, all stock dividends, split shares and
other noncash distributions made on shares of Common Stock registered in the
name of the participant and not held by the Plan will also be mailed directly to
the participant.
29. How will a participant's shares of Common Stock held in the Plan be
voted at shareholders' meetings?
Shares of Common Stock held by the Plan Administrator under the Plan
for a participant will be voted as the participant directs in a proxy card
provided for that purpose. A proxy card will be sent to each participant in
connection with any annual or special meeting of shareholders, as in the case of
shareholders not participating in the Plan. This proxy will apply to all whole
shares of Common Stock registered in the participant's own name, if any, as well
as to all shares credited to the participant's account under the Plan. The Plan
Administrator will aggregate the participant's shares voting in a certain way on
each matter presented to the shareholders and, after completing such
aggregation, any fractions of a share will not be voted.
30. What are the responsibilities of the Company and the Plan
Administrator under the Plan?
The Company and the Plan Administrator will not be liable under the
Plan for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death or with respect
to the prices at which shares of Common Stock are purchased or sold for the
participant's account, the times when such purchases or sales are made, or with
respect to any fluctuation in market value of the Common Stock.
The participant should recognize that neither the Company nor the Plan
Administrator can assure him or her of a profit or protect the participant
against a loss on the Common Stock purchased by him or her under the Plan.
31. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of Directors
of the Company or any designated committee thereof may amend, suspend, modify or
terminate the Plan at any time (including the period between a record date and a
dividend payment date). Notice of any such amendment, suspension, modification
or termination will be sent to all participants. Upon a termination of the Plan,
certificates for whole shares of Common Stock credited to a participant's
account under the Plan will be issued, and a cash payment will be made for any
fractions of a share credited to a participant's account. Such cash payment may
be subject to backup withholding and will be based on the actual market price of
a share of Common Stock less any brokerage fees or commissions, any other costs
of sale and any transfer tax.
16
<PAGE>
TAXES
32. What are the federal income tax consequences of participation in the
Plan?
Reinvested Dividends. In the case of shares of Common Stock purchased
directly from the Company with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to the
number of shares of Common Stock so purchased multiplied by the fair market
value (as defined below) on the Investment Date of the shares so acquired. The
participant's basis in such shares will also equal the fair market value of the
shares on the relevant Investment Date.
Alternatively, when the Plan Administrator purchases shares of Common
Stock on the open market with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to the
actual purchase price to the Plan Administrator of the shares so acquired plus
that portion of any brokerage commissions paid by the Company which is
attributable to the purchase of the participant's shares. The participant's
basis in such shares will equal their actual purchase price to the Plan
Administrator plus allocable brokerage commissions.
For purposes of this Question 32, the "fair market value" of shares on
the Investment Date will be determined under applicable Internal Revenue Service
regulations. Under those regulations, if the Common Stock trades on the
Investment Date, the fair market value is the average of the high and low sales
prices as reported on the Nasdaq National Market for that date; if the Common
Stock does not trade on that date, the fair market value is the weighted average
of the mean of the high and low sales prices on the nearest trading dates before
and after the Investment Date.
Receipt or Disposition of Shares. A participant will not realize any
taxable income when he or she receives a certificate for whole shares of Common
Stock credited to his or her account, either upon his or her request for a
certificate for certain of such shares or upon withdrawal from or termination of
the Plan.
A participant will realize gain or loss when shares of Common Stock are
sold or exchanged, whether such sale or exchange is pursuant to his or her
request upon his or her withdrawal from the Plan or takes place after withdrawal
from or termination of the Plan. In the case of fractions of a share, a
participant will realize gain or loss when he or she receives a cash payment for
such fractions of a share credited to his or her account. The amount of such
gain or loss will be the difference between the amount which the participant
receives for such whole shares or fractions of a share and the tax basis
thereof.
Additional Information. An information statement (on Form 1099) will be
sent to each participant and to the Internal Revenue Service at year-end showing
the amounts taxable to the participant during the year.
All participants are urged to consult their own tax advisors to
determine the particular tax consequences, including consequences under state
and local laws, which may result from their participation in the Plan and the
subsequent disposal by them of shares of Common Stock purchased pursuant to the
Plan. The income tax consequences for participants who do not reside in the
United States will vary between jurisdictions.
17
<PAGE>
33. How are federal backup withholding provisions applied to participants
in the Plan?
Under the federal income tax law, each participant in the Plan is
required to provide his or her correct taxpayer identification number to the
Plan Administrator. For an individual, the taxpayer identification number is his
or her social security number. If the correct number is not provided, dividends
paid on shares of Common Stock held for a participant under the Plan and
dividends paid on shares of Common Stock held by a participant (including
dividends paid into the Plan and including any deemed dividends resulting from
the payment of brokerage fees by the Company) may be subject to backup
withholding. In addition, cash distributions from the plan as described in
Question 19 and 28 may be subject to backup withholding.
If backup withholding applies, 31% of any such dividends or payments is
required to be withheld. Exempt participants (including, among others, all
corporations and certain foreign individuals) are not subject to backup
withholding and reporting requirements. In order to qualify as exempt, a foreign
individual must submit a statement attesting to that individual's exempt status.
Forms for certifying a participant's taxpayer identification number and
for establishing the exemption of a foreign participant as well as additional
information concerning the requirements for certification may be obtained by
writing the Plan Administrator at the address set forth in Question 3 or by
calling the Plan Administrator at 1-800-368-5948.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 9,000,000 shares of Common Stock and
1,000,000 shares of preferred stock, par value $0.01 per share. Each share of
Common Stock has the same relative rights and is identical in all respects with
every other share of Common Stock. The following summary does not purport to be
a complete description of the applicable provisions of the Company's Certificate
of Incorporation and Bylaws or of applicable statutory or other law, and is
qualified in its entirety by reference thereto. See "AVAILABLE INFORMATION."
Common Stock
Voting Rights. The holders of Common Stock possess exclusive voting
rights in the Company. Each holder of Common Stock is entitled to one vote for
each share held of record on all matters submitted to a vote of holders of
Common Stock. Holders of shares of Common Stock are not entitled to cumulate
votes for the election of directors.
Dividends. The holders of Common Stock are entitled to such dividends
as the Board of Directors may declare from time to time out of funds legally
available therefor. Dividends from the Company depend upon the receipt by the
Company of dividends from the Bank because the Company has no source of income
other than dividends from the Bank.
Liquidation. In the event of liquidation, dissolution or winding up of
the Company, the holders of shares of Common Stock are entitled to share ratably
in all assets remaining after payment of all debts and other liabilities of the
Company.
Other Characteristics. Holders of Common Stock do not have any
preemptive, conversion or other subscription rights with respect to any
additional shares of Common Stock which may be issued. Therefore,
18
<PAGE>
the Board of Directors may authorize the issuance and sale of shares of capital
stock of the Company without first offering them to existing shareholders of the
Company. The Common Stock is not subject to any redemption or sinking fund
provisions.
Preferred Stock
The Company's Certificate of Incorporation authorizes the Board of
Directors to issue from time to time one or more series of preferred stock with
such designations and preferences, relative, participating, optional and other
special rights and qualifications, limitations and restrictions thereon, as
permitted by law and as fixed from time to time by resolution of the Board of
Directors. Because of its broad discretion with respect to the creation and
issuance of any series of preferred stock without shareholder approval, the
Board of Directors could adversely affect the voting power of the holders of
common stock, and by issuing shares of preferred stock with certain voting,
conversion and/or redemption rights, could discourage any attempt to obtain
control of the Company in any transaction not approved by the Board of
Directors.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
ultimately will be sold under the Plan, or the prices thereof, but the Company
intends to use the net proceeds from the sale of Common stock offered pursuant
to the Plan for general corporate purposes, including increased lending and
investment.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Muldoon, Murphy & Faucette LLP, Washington, D.C.,
special securities counsel for the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Hacker, Johnson, Cohen & Grieb PA,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INDEMNIFICATION
The Company's Certificate of Incorporation requires indemnification of
directors, officers, employees and agents of the Company to the fullest extent
permitted by Delaware law. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
19
<PAGE>
Plan participants should rely only on the information contained in this
Prospectus or incorporated by reference in this Prospectus. The Company and the
Bank have not authorized anyone to provide Plan participants with different
information.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company or the Bank since any of the dates as of which
information is furnished in this Prospectus or since the date of this
Prospectus.
TABLE OF CONTENTS
Page
----
Available Information ...................................................... 1
Incorporation of Certain Information by Reference .......................... 1
Summary Plan Highlights .................................................... 2
The Company ................................................................ 4
Risk Factors ............................................................... 4
FFLC Bancorp, Inc. Dividend Reinvestment Plan .............................. 7
Description of Capital Stock ............................................... 18
Use of Proceeds ............................................................ 19
Legal Opinions ............................................................. 19
Experts .................................................................... 19
Indemnification ............................................................ 19
FFLC BANCORP, INC.
COMMON STOCK
($0.01 Par Value Per Share)
DIVIDEND REINVESTMENT PLAN
PROSPECTUS
January 7, 2000
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Issuance and Distribution.
Estimated expenses are expected to be minimal and will be paid by the
Company.
Item 15. Indemnification of Directors and Officers.
Article XVI of the Certificate of Incorporation of FFLC Bancorp, Inc.
requires indemnification of directors, officers and employees to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities:
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party 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 another 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 if he
or she 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, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe 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, of itself, create a presumption that the person did
not act in good faith and in a manner which 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 proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party 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) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she 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 and 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 to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
II-1
<PAGE>
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power 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 any liability asserted against him or
her or 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
him or her against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or 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 this section with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a
II-2
<PAGE>
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, 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.
Item 16. Exhibits
5. Opinion of Muldoon, Murphy & Faucette LLP
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in its
opinion)
23.2 Consent of Hacker, Johnson, Cohen & Grieb PA
24. Power of attorney (contained in signature page)
99. Authorization form
Item 17. Undertakings.
The undersigned 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 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, 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 the registration statement 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.
II-3
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leesburg, State of Florida, on the 6th day of
January, 2000.
FFLC BANCORP, INC.
/s/ Stephen T. Kurtz
--------------------
Stephen T. Kurtz
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of FFLC Bancorp, Inc. (the
"Corporation") do hereby severally constitute and appoint Stephen T. Kurtz true
and lawful attorney and agent to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities indicated below which said Stephen T. Kurtz may
deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933 in connection with the Registration Statement on Form S-3
relating to the offering of the Corporation's Common Stock, including
specifically, but not limited to, power and authority to sign for us or any of
us in our names in the capacities indicated below the Registration Statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Stephen T. Kurtz shall do or cause to be
done by virtue hereof.
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.
By: /s/ Stephen T. Kurtz Date: December 30, 1999
---------------------------------------
Stephen T. Kurtz
President, Chief Executive Officer
and Director (Principal Executive Officer)
By: /s/ Paul K. Mueller Date: December 30, 1999
---------------------------------------
Paul K. Mueller
Executive Vice President and Treasurer
Chief Financial Officer (Principal Financial and
Accounting Officer)
By: /s/ Joseph J. Junod Date: December 30, 1999
---------------------------------------
Joseph J. Junod
Chairman of the Board
<PAGE>
By: /s/ Claron D. Wagner Date: December 30, 1999
---------------------------------------
Claron D. Wagner
Vice Chairman
By: /s/ James P. Logan Date: December 30, 1999
---------------------------------------
James P. Logan
Director
By: /s/ Ted R. Ostrander, Jr. Date: December 30, 1999
---------------------------------------
Ted R. Ostrander, Jr.
Director
By: /s/ H.D. Robuck, Jr. Date: December 30, 1999
---------------------------------------
H.D. Robuck, Jr.
Director
Exhibit 5
[MULDOON, MURPHY & FAUCETTE LLP LETTERHEAD]
January 6, 2000
Board of Directors
FFLC Bancorp, Inc.
P.O. Box 490420
Leesburg, Florida 34749-0420
Re: FFLC Bancorp, Inc.
Registration Statement on Form S-3 for the Offer and Sale of
500,000 Shares
Gentlemen:
You have requested our opinion as special counsel for FFLC Bancorp,
Inc. (the "Corporation"), a Delaware corporation, in connection with the
above-referenced registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
In rendering this opinion, we understand that the common stock of the
Corporation will be offered and sold in the manner described in the Prospectus,
which is part of the registration statement. We have examined such records and
documents and made such examination as we have deemed relevant in connection
with this opinion.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that the 500,000 shares of common
stock of the Corporation covered by the registration statement will upon
issuance be legally issued, fully paid and nonassessable.
The following provisions of the Corporation's Certificate of
Incorporation may not be given effect by a court applying Delaware law, but in
our opinion the failure to give effect to such provisions will not affect the
legally issued, fully paid and nonassessable status of the Common Stock:
Subsection (C)(3) of Article VII, which grants the Board the authority
to construe and apply the provisions of that Article, subsection (C)(4)
of Article VII, to the extent that subsection obligates any person to
provide to the Board the information that subsection authorizes the
Board to demand, and subsection (C)(1) of Article VII, to the extent
that subsection limits the amount of shares of Common Stock a
shareholder may vote, in each case to the extent, if any, that a court
applying Delaware law were to impose equitable limitations upon such
authority.
This opinion is furnished for use as an exhibit to the registration
statement. We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to us under the heading "Legal
Opinions."
Very truly yours,
/s/Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of FFLC Bancorp, Inc. (the "Company") on Form S-3 of our report dated
January 15, 1999, appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended December 31, 1998, and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/Hacker, Johnson, Cohen & Grieb PA
Orlando, Florida
January 6, 2000
Exhibit 99
SHAREHOLDER AUTOMATIC DIVIDEND REINVESTMENT
AUTHORIZATION FOR
FFLC BANCORP, INC.
Authorization Agreement for Automatic Dividend Reinvestment
Company Name: FFLC Bancorp, Inc. Tax ID No.: 59-3204891
[ ] Full Reinvestment: I (we) hereby authorize FFLC Bancorp, Inc. to pay to
Registrar and Transfer Company as my (our) agent for my (our) account
all cash dividends due to me (us) on shares of FFLC Bancorp, Inc.
Common Stock for which I (we) am (are) the holder of record. I (we)
want to reinvest dividends on all shares registered in my (our) name(s)
for the purchase of full or fractional shares of FFLC Bancorp, Inc.
Common Stock in accordance with the terms of the FFLC Bancorp, Inc.
Dividend Reinvestment Plan ("Plan").
[ ] Partial Reinvestment: I (we) hereby authorize FFLC Bancorp, Inc., to
pay to Registrar and Transfer Company as my (our) agent for my (our)
account all cash dividends due to me (us) on _________ shares of FFLC
Bancorp, Inc., Common Stock for which I(we) am (are) the holder of
record. I (we) want to reinvest dividends on the indicated number of
shares registered in my (our) name(s) for the purchase of full or
fractional shares of FFLC Bancorp, Inc., Common Stock in accordance
with the terms of the Plan.
[ ] Optional Cash Payment: I (we) enclose herewith my (our) check (money
order) payable to Registrar and Transfer Company, Administrator, in the
sum of $_______ and hereby authorize Registrar and Transfer Company as
my (our) agent to invest the entire proceeds from that check (money
order) in full or fractional shares of FFLC Bancorp, Inc., in
accordance with the terms of the Plan.
I understand that the purchase of Common Stock will be made subject to the terms
and conditions of the Plan, and that I may terminate this authorization at any
time by notifying Registrar and Transfer Company in writing.
This authorization form, when signed, should be mailed to: Registrar and
Transfer Company, ATTN: Dividend Reinvestment Department, 10 Commerce Drive,
Cranford, New Jersey 07016. An addressed, postage-prepaid envelope is provided
for that purpose.
NAME(S): _______________________________________________________________________
(Please Print)
TAX ID NO. ________________________ DAYTIME PHONE ( )____________________
DATE: _____________________________ SIGNED: ________________________________
DATE: _____________________________ SIGNED: ________________________________
