As filed with the Securities and Exchange Commission on August 17, 1998
Registration No. 333- ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POINTE FINANCIAL CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0451402
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21845 Powerline Road
Boca Raton, Florida 33433
(561) 368-6200
----------------------------------------------------------------
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
1994 Non-Statutory Stock Option Plan
1998 Incentive Compensation and Stock Award Plan
1998 Director Deferred Compensation Plan
----------------------------------------
(Full title of the plan)
R. Carl Palmer, Jr.
President
Pointe Financial Corporation
21845 Powerline Road
Boca Raton, Florida 33433
(561) 368-6300
-------------------------------------------------
(Name, address, including ZIP Code, and telephone
number, including area code, of agent for service)
Copy to:
Thomas R. Blake, Esq.
Stuzin and Camner,
Professional Association
550 Biltmore Way, Suite 700
Coral Gables, Florida 331314
(305) 442-4994
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered (1) per unit offering price fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share. . . . . . . . . .486,818 $14.75(2) $7,180,565.50(2) $2,118.27
shares
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), the number of securities registered hereby includes an undetermined
number of shares resulting from any stock splits, stock dividends or
similar transactions relating to the registered securities.
(2) Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act, estimated
for the purpose of calculating the registration fee based on the average
of the bid and asked prices of the Common Stock on August 11, 1998, as
quoted on the Nasdaq National Market System.
-------------------------
This Registration Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
-----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
- -------------------
* The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, shall
constitute a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents.
--------------------------
The following Pointe Financial Corporation ("Pointe")
documents are incorporated by reference herein (Commission File No. 0-24433):
Pointe Prospectus dated June 11, 1998 filed pursuant to Rule
424(b).
All documents filed with the Commission by Pointe pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus, but prior to the termination of the offering to which this
Prospectus relates, shall be deemed to be incorporated herein by reference and
such documents will be deemed to be a part hereof from the date of filing of
such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this Prospectus 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 such statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 4. Description of Securities.
-------------------------
The Common Stock has been registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended. Accordingly, a description
of the Common Stock is not required herein.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
The validity of the shares of Common Stock offered hereby will
be passed upon for Pointe by Stuzin and Camner, Professional Association, Miami,
Florida.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article X of the Articles of Incorporation of Pointe provides
that Pointe shall indemnify its officers and directors to the fullest extent
permitted by law.
Section 607.0831 of the Florida Business Corporation Act
provides, among other things, that a director is not personally liable for
monetary damages to a company or any other person for any statement, vote,
decision, or failure to act, by the director, regarding corporate management or
policy, unless the director breached or failed to perform his or her duties as a
director and such breach or failure
2
<PAGE>
constitutes (a) a violation of criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (b) a transaction from which the
director derived an improper personal benefit; (c) a circumstance under which
the liability provisions of Section 607.0834 of the Florida Business Corporation
Act (relating to the liability of the directors for improper distributions) are
applicable; (d) willful misconduct or a conscious disregard for the best
interest of Pointe in the case of a proceeding by or in the right of Pointe to
procure a judgment in its favor or by or in the right of a shareholder; or (e)
recklessness or an act or omission in bad faith or with malicious purpose or
with wanton and willful disregard of human rights, safety or property, in a
proceeding by or in the right of someone other than such company or a
shareholder.
Section 607.0850 of the Florida Business Corporation Act
authorizes, among other things, Pointe to indemnify any person who was or is a
party to any proceeding (other than an action by or in the right of Pointe) by
reason of the fact that he is or was a director, officer, employee or agent of
Pointe (or is or was serving at the request of Pointe in such a position for any
entity) against liability incurred in connection with such proceeding, if he or
she acted in good faith and in a manner reasonably believed to be in the best
interests of Pointe and, with respect to criminal proceedings, had no reasonable
cause to believe his or her conduct was unlawful.
Florida law requires that a director, officer or employee be
indemnified for expenses (including attorneys' fees) to the extent that he or
she has been successful on the merits or otherwise in the defense of any
proceeding. Florida law also allows expenses of defending a proceeding to be
advanced by a company before the final disposition of the proceedings, provided
that the officer, director or employee undertakes to repay such advance if it is
ultimately determined that indemnification is not permitted.
Florida law states that the indemnification and advancement of
expenses provided pursuant to Section 607.0850 is not exclusive and that
indemnification may be provided by a company pursuant to other means, including
agreements or bylaw provisions. Florida law prohibits indemnification or
advancement of expenses, however, if a judgment or other final adjudication
establishes that the actions of a director, officer or employee constitute (i) a
violation of criminal law, unless he or she had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (ii) a transaction from which such person derived an
improper personal benefit; (iii) willful misconduct or conscious disregard for
the best interests of Pointe in the case of a derivative action or a proceeding
by or in the right of a shareholder, or (iv) in the case of a director, a
circumstance under which the liability provisions of Section 607.0834 of the
Florida Business Corporation Act (relating to the liability of directors for
improper distributions) are applicable.
Pointe has purchased director and officer liability insurance
that insures directors and officers against liabilities in connection with the
performance of their duties.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
3
<PAGE>
Item 8. Exhibits.*
--------
The following is a list of Exhibits to this Registration
Statement:
5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of
the securities being registered.
23.1 Consent of Hacker, Johnson, Cohen & Grieb PA.
23.2 Consent of Stuzin and Camner, P.A. (set forth in Exhibit 5.1
to this Registration Statement).
24.1 Power of attorney (set forth on the signature page in Part II
of this Registration Statement).
99.1 1994 Non-Statutory Stock Option Plan (Exhibit 10.1 to
Pointe's Amendment No. 1 to Form S-B Registration Statement,
File No. 333-49835, as filed with the Securities and Exchange
Commission on June 5, 1998).
99.2 1998 Incentive Compensation and Stock Award Plan (Exhibit
10.12 to Pointe's Amendment No. 1 to Form S-B Registration
Statement, File No. 333-49835, as filed with the Securities
and Exchange Commission on June 5, 1998).
99.3 1998 Directors Deferred Compensation Plan.
- --------------------
* Exhibits containing a parenthetical reference in their
description are incorporated herein by reference from the
documents described in the parenthetical reference.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
4
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to Item 6 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida on August 10, 1998.
POINTE FINANCIAL CORPORATION
By:/s/ R. Carl Palmer, Jr.
-------------------------------------
R. Carl Palmer, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Carl Palmer, Jr. his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on August 10, 1998 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Name and Title Signature
-------------- ---------
<S> <C>
ROBERTO KASSIN, Chairman of the Board /s/ Roberto Kassin
-----------------------
R. CARL PALMER, JR., President, Chief Executive
Officer and Director (Principal Executive Officer) /s/ R. Carl Palmer, Jr.
-----------------------
TIMOTHY McGINN, Director /s/ Timothy McGinn
-----------------------
MORRIS MASSRY, Director /s/ Morris Massry
-----------------------
BRADLEY R. MEREDITH, Senior Vice President /s/ Bradley R. Meredith
and Chief Financial Officer (Principal Financial -----------------------
and Accounting Officer)
STEVEN A. ELIAS, Director /s/ Steven A. Elias
-----------------------
D. RICHARD MEAD, JR. Director
-----------------------
PARKER D. THOMSON, Director /s/ Parker D. Thomson
-----------------------
</TABLE>
6
<PAGE>
Exhibit Index
Exhibit
Number Description of Document
- ------- -----------------------
5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of the
securities being registered.
23.1 Consent of Hacker, Johnson, Cohen & Grieb PA.
99.3 1998 Directors Deferred Compensation Plan.
EXHIBIT 5.1
Law Offices
Stuzin and Camner
Professional Association
Suite 700
550 Biltmore Way
Coral Gables, Florida 33134
Telephone: (305) 442-4994
Fax: (305) 442-2389
August 12, 1998
Pointe Financial Corporation
21845 Powerline Road
Boca Raton, Florida 33433
Gentlemen:
We are acting as your counsel with regard to the issuance by Pointe
Financial Corporation, a Florida corporation (the "Company"), of up to 486,818
shares of its common stock, $.01 par value per share (the "Common Stock"),
pursuant to a Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Common Stock will be issued pursuant to the provisions
of the Company's 1994 Non- Statutory Stock Option Plan, 1998 Incentive
Compensation and Stock Award Plan and 1998 Directors Deferred Compensation Plan
(collectively, the "Stock Award Plans").
We are familiar with the relevant documents and materials used in
preparing the Registration Statement. Based on our review of such relevant
documents and materials, and of such other documents and materials as we have
deemed necessary and appropriate, we are of the opinion that the shares of
Common Stock, when issued pursuant to the provisions of the Stock Award Plans,
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ STUZIN AND CAMNER, PROFESSIONAL ASSOCIATION
-----------------------------------------------
Stuzin and Camner, Professional Association
Exhibit 23.1
Accountants' Consent
We consent to the incorporation by reference in the registration
statement of Pointe Financial Corporation on Form S-8, of our report dated
February 14, 1998, on our audits of the consolidated balance sheets of Pointe
Financial Corporation as of December 31, 1997 and 1996 and related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ending December 31, 1997, which report is
included in the Registration Statement on Form SB-2. We also consent to the
reference to our firm under the caption, "Experts."
/s/ Hacker, Johnson, Cohen & Grieb PA
- -------------------------------------
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
August 12, 1998
Exhibit 99.3
1998 POINTE FINANCIAL CORPORATION DIRECTORS
DEFERRED COMPENSATION PLAN
This 1998 Pointe Financial Corporation Directors Deferred Compensation
Plan (the "Plan") became effective on July 24, 1998, the date it was approved by
the Board of Directors (the "Board") of Pointe Financial Corporation, a Florida
corporation (the "Company"). The purpose of the Plan is to permit Directors of
the Company and its wholly owned subsidiary, Pointe Bank (the "Bank") to receive
grants of shares of the Company's common stock, $.01 par value per share
("Common Stock") in payment of their annual retainer as a Director of the
Company or the Bank and provide Directors with the opportunity to defer portions
of those retainers. Awards of the Common Stock, are to be granted under the Plan
to Directors in lieu of cash payment of the annual retainers to Directors and
chairmen of the Company's or Bank's Board of Directors or Committees. At no time
shall the number of shares of Common Stock then outstanding which are
attributable to the grant of shares under the Plan exceed 22,500 shares,
subject, however, to the adjustment provisions of Section 3 of the Plan. The
shares delivered under the Plan may, in whole or in part, be either authorized
but unissued shares or issued shares reacquired by the Company.
Section 1. Definitions.
(a) "Deferred Compensation" means that portion of any Director's
Eligible Compensation that he elects pursuant to Section 2 to be deferred in
accordance with this Plan.
(b) "Director" means a member of the Board of Directors of the Company
or the Bank.
(c) "Eligible Compensation" means the amount of the annual retainer
(payable in the form of grants of Common Stock) paid by the Company or the Bank
to a Director for his services as a Director or chairman of the Company's or
Bank's Board of Directors or any Committees, but shall not include meeting
attendance fees or any reimbursement by the Company of expenses incurred by a
Director incidental to attendance at a meeting of the Company's shareholders,
the Board of Directors of the Company or the Bank, or any committee of the Board
of Directors of the Company or the Bank, or of any other expense incurred on
behalf of the Company or the Bank.
(d) "Fair Market Value" means the closing price of Pointe Common Stock
on the date the determination is made (or, if there is no trading on the Nasdaq
Stock Market's National Market on such date, then on the first previous date on
which there is such trading) as reported in The Wall Street Journal.
(e) "President" means the President of the Company.
(f) "Stock Unit Account" means the bookkeeping account established,
pursuant to Section 3, on behalf of each Director who elects, pursuant to
Section 2, to have any of his Eligible Compensation deferred and credited to a
Stock Unit Account.
(g) "Year" means April 1 through March 31 of the following year.
1
<PAGE>
Section 2. Deferral Election.
Each Director may elect in writing, with respect to any Year, to have
all or any portion of his Eligible Compensation be deferred in accordance with
the terms of this Plan.
Section 3. Stock Unit Accounts.
(a) The Company shall establish and maintain a separate unfunded Stock
Unit Account for each Director who has elected to have any portion of his
Eligible Compensation deferred and credited to a Stock Unit Account. The
individual Directors having a right to Common Stock in the Stock Unit Account
shall have no voting rights. However, the Board of Director of the Company shall
have the right to direct the manner in which all shares in the Stock Unit
Account will be voted.
(b) As of each date on which any amount of a Director's Deferred
Compensation becomes payable, his Stock Unit Account shall be credited with that
number of units as are equal to the number of full or fractional shares of
Common Stock as could be purchased at the Fair Market Value of the Deferred
Compensation that such Director elected to be credited to his Stock Unit
Account.
(c) As of the payment date for each dividend on Common Stock declared
by the Board, there shall be credited to each Stock Unit Account that number of
units as are equal to the number of full or fractional shares of Common Stock as
could be purchased at the Fair Market Value on the payment date for such
dividend with an amount equal to the product of: (i) the dividend per share, and
(ii) the number of units in such Stock Unit Account immediately prior to the
record date for such dividend.
(d) In the event that the President shall determine that any dividend
or other distribution (whether in the form of cash, stock or other securities or
property) , recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of stock or other securities of the Company, issuance of warrants or other
rights to purchase stock or other securities of the Company, or other similar
corporate transaction or event affects the Stock Unit Accounts such that an
adjustment is determined by the President to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the President shall, in such manner as he
may deem equitable, adjust the number of units in the Stock Unit Accounts.
(e) In the event that on any date on which shares are to be granted
hereunder, there is not a sufficient number of shares available under the Plan
to implement fully the grants then to be made, then each Director entitled to a
grant at such time shall receive a pro rata portion of the grant contemplated.
(f) In the event of a Director's termination of service on the Board
for any reason other than death, such Director's units issued to his Stock Unit
Account for that Year shall be reduced by multiplying that number by a fraction,
the numerator of which is the number of months such Director served on the Board
during that Year, and the denominator of which is twelve (12).
2
<PAGE>
Section 4. Form and Time of Election.
A Director's election to defer all or any portion of his Eligible
Compensation for any Year shall be irrevocable. The election shall be made in
writing in the form ("Election Form") prescribed by the President. Except as
hereinafter provided, to be effective, an Election Form for any Year shall be
required to be received by the President on or before the annual meeting of
shareholders for the relevant year. In the case of a Director's initial election
to the Board, the Election Form for the year of election shall be received not
more than 10 days following his election.
Section 5. Form and Time of Distributions.
Distribution of units credited to each Director's Stock Unit Account
shall be made by issuing to such Director an equivalent number of shares of
Common Stock; provided, however, that no fractional shares will be issued and
any fractional unit will be distributed by payment of cash in the amount
represented by such fractional unit based on the Fair Market Value on the date
preceding the date of payment. Except as otherwise hereinafter provided,
distributions shall be made (a) on the first day of the month following such
Director's termination of service on the Board for any reason other than death,
or (b) at such other time as the Director has elected in accordance with the
terms of this Plan. Notwithstanding the foregoing, an earlier distribution may
be made, at the discretion of the President, upon a finding that a Director is
suffering a significant financial hardship caused by a recent event or events
not within such Director's control; provided, however, that in such event, the
shares distributed shall be limited to those amounts necessary to accommodate
the financial hardship, as determined by the Secretary.
Section 6. Death of Director.
Notwithstanding the foregoing, in the event of the death of a Director
prior to receipt by such Director of the full number of shares to be distributed
to the Director, all such shares will be distributed to the beneficiary or
beneficiaries designated by the Director, or if no beneficiary has been
designated, to the Director's estate as soon as practicable following the month
in which the death occurred.
Section 7. Accounts Unsecured.
Until distributed, all amounts represented by units credited to any
Stock Unit Account shall be property of the Company, available for the Company's
use, and subject to the claims of the Company's general creditors. The rights of
any Director or beneficiary to distributions under this Plan are not subject to
anticipation, alienation, sale, transfer, assignment, or encumbrance, and shall
not be subject to the debts or liabilities of any Director or beneficiary.
Section 8. Certain Rights Reserved by the Company.
The Company reserves the right to suspend, modify or terminate this
Plan at any time, and, in such event, shall have the right to distribute to each
Director all shares of Common Stock equivalent to
3
<PAGE>
units in such Director's Stock Unit Account, including the right to distribute
the cash equivalent to fractional units in such Stock Unit Accounts.
Section 9. Administration and Interpretation of Plan.
The President may issue rules and regulations for administration of the
Plan. All decisions of the President shall be final, conclusive and binding upon
all parties, including the Company, the stockholders and the directors. In the
event of the absence or inability to act of the President, the Chairman of the
Board of Directors of the Company shall have the authority to act in his place.
Subject to the terms of the Plan and applicable law, the President shall have
full power and authority to: (i) interpret and administer the Plan and any
instrument or agreement relating thereto; (ii) establish, amend, suspend or
waive such rules and regulations and appoint such agents as the President shall
deem appropriate for the proper administration of the Plan; and (iii) make any
other determination and take any other action that the President deems necessary
or desirable for the administration of this Plan.
Section 10. Withholding Taxes; Delivery of Shares.
The Company's obligation to deliver shares of Common Stock under the
Plan, in whole or in part, shall be subject to the Director's satisfaction of
all applicable federal, state and local tax withholding obligations.
Section 11. Governing Law and Severability.
This Plan shall be construed in accordance with the laws of the State
of Florida (exclusive of its provisions regarding conflicts of law) to the
extent that such laws are not preempted by ERISA or other federal laws. If any
provision of this Plan shall be held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan which shall
be construed as if said illegal or invalid provision had never been included.
Section 12. Notices.
Any notice from the Company to a Director regarding this Plan may be
addressed to the last known residence of said Director as indicated in the
records of the Company. Any notice to the Company with respect to this Plan may
be addressed as follows:
Chief Executive Officer
Pointe Financial Corporation
21845 Powerline Road
Boca Raton, Florida 33433
4
