AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1998
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GULF WEST BANKS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 59-3276590
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
425 22ND AVE. N.
ST. PETERSBURG, FL 33704-4345
(813) 894-5696
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(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
1995 NONSTATUTORY STOCK OPTION PLAN
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(Full title of the plan)
BARRY K. MILLER
SECRETARY
425 22ND AVE. N
ST. PETERSBURG, FL 33704-4345
(813) 894-5696
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(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE PRICE REGISTRATION FEE
- ------------------- ------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 722,000 shares (2) $ 9,295,750 $2,742.25
=================== ================ ================ ================== =================
<FN>
(1) Pursuant to Rule 416(a), this registration statement also registers
such indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends, and similar transactions.
(2) In accordance with Rule 457(h), and solely for the purpose of
calculating the registration fee, computed with respect to 722,000 shares at an
aggregate offering price of $ 9,295,750 ($12.875 per share, which is the average
of the high and low prices of such shares on July 3, 1998 as quoted on the
Nasdaq National Market System).
</FN>
</TABLE>
Page 1 of 11
Exhibit Index on Page 8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in the Section 10(a) prospectus under the
Securities Act by reference as of their respective dates:
a. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 which contains the Company's audited financial
statements for the Company's latest fiscal year for which such
statements have been filed.
b. The description of the Company's Common Stock contained under the
caption "DESCRIPTION OF CAPITAL STOCK OF GULFWEST -- COMMON STOCK"
in the Company's Registration Statement on Form S-4 under the
Securities Act of 1933 (Reg. No. 333-37307), as amended, is hereby
incorporated by reference.
c. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the period covered by
the Annual Report on Form 10- K of the Company referred to in (a)
above.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the registration statement
and to be a part thereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 607.0850 of the Florida Business Corporation Act and Article
XII of Gulf West's Articles of Incorporation, Gulf West's directors, officers,
employees and agents may be indemnified against certain liabilities which they
may incur in their capacity as such, including indemnification for liabilities
arising under the Securities Act. Such indemnification is generally available if
the person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of Gulf West, and with respect
to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Indemnification may also be available unless a court of
competent jurisdiction establishes by judgement or other final adjudication that
the actions or omissions of the executive were material to the cause of action
so adjudicated and constituted: (a) a violation of the criminal law unless the
executive 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 executive derived an improper personal benefit; or
(c) willful misconduct or conscious disregard for the best interest of Gulf West
in a proceeding by or in the right of Gulf West to procure a judgment in its
favor or in a proceeding by or in the rights of a stockholder. In addition, Gulf
West has entered into a Registration Rights Agreement with Gordon W. Campbell
and John Wm. Galbraith (the "Registration Rights Agreement") pursuant to which
Gulf West will at its expense register or qualify all, or at the option of
Messrs. Campbell or Galbraith, any portion of the Gulf West stock owned by them
concurrently with the registration of Gulf West securities on a registration
statement filed by Gulf West with the Securities and Exchange Commission, (the
"Commission") as to any of its securities. The Registration Rights Agreement
includes provisions under which the individual parties thereto could be
indemnified against violations of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and persons controlling Gulf West
pursuant to the foregoing provisions, or otherwise, Gulf West has been advised
that in the opinion of the Commission such indemnification is against public
policy, as expressed in the Securities Act, and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by 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
Securities Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
4
<PAGE>
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, PROVIDED, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(b) 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 (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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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 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 St. Petersburg, State of Florida on July 6, 1998.
Gulf West Banks, Inc.
By: /s/ GORDON CAMPBELL
---------------------------
Gordon Campbell, President,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ GORDON W. CAMPBELL
- ---------------------- President, Chairman of the July 6, 1998
Gordon W. Campbell Board (Principal Executive
Officer)
/s/ BARRY K. MILLER
- ---------------------- Secretary, Treasurer July 6, 1998
Barry K. Miller (Principal Financial Officer
and Principal Accounting
Officer)
/s/ HENRY W. HANFF, M.D.
- ---------------------- Director July 6, 1998
Henry W. Hanff, M.D.
- ---------------------- Director
Thomas M. Harris
6
<PAGE>
/s/ ALGIS KONCIUS Director July 6, 1998
- ----------------------
Algis Koncius
/s/ LOUIS P. ORTIZ Director July 6, 1998
- ----------------------
Louis P. Ortiz
/s/ PANDURANG V. KAMAT, M.D. Director July 6, 1998
- -------------------------
Pandurang V. Kamat, M.D.
/s/ JOHN C. PETAGNA, JR. Director July 6, 1998
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John C. Petagna, Jr.
/s/ P.N. RISSER, III Director July 6, 1998
- ---------------------
P.N. Risser, III
/s/ ROSS E. ROEDER Director July 6, 1998
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Ross E. Roeder
7
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
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4.1 Articles of Incorporation of the Registrant N/A
(incorporated by reference to Exhibit 3.1
filed with the Registrant's Registration
Statement No. 333-37307 on Form S-4, as
amended, filed with the Commission on December
4, 1997);
4.2 By-laws of the Registrant (incorporated by N/A
reference to Exhibit 3.2 filed with the
Registrant's Registration Statement No.
333-37307 on Form S-4, as amended, filed
with the Commission on December 4, 1997).
4.3 1995 Non-Statutory Stock Option Plan of Gulf N/A
West Banks, Inc., effective January 19, 1995
(incorporated by reference to Exhibit 10.4
included in the Registrant's Registration
Statement on Form S-4, as amended, filed
with the Commission on December 4, 1997).
5.1 Opinion of Fowler, White, Gillen, Boggs, 9
Villareal and Boggs, P.A., as to the legality
of the shares being registered.
23.1 Consent of Hacker, Johnson, Cohen & Grieb, P.A. 11
23.2 Consent of Fowler, White, Gillen, Boggs, N/A
Villareal and Boggs, P.A., is contained in its
Opinion filed as Exhibit 5.1
8
[LETTERHEAD OF
FOWLER, WHITE , GILLEN, BOGGS, VILLAREAL AND BANKER, P.A.]
July 7, 1998
Gulf West Banks, Inc.
425 - 22nd Avenue North
St. Petersburg, Florida 33704
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Gulf West Banks, Inc. (the "Corporation") in
connection with the Registration Statement on Form S-8 dated as of July 6, 1998
(the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to 722,000 shares of the common stock, $1.00 par value per share, of
the Corporation (the "Shares"), to be issued in accordance with the terms of the
Corporation's 1995 Nonstatutory Stock Option Plan (the "Stock Option Plan"). As
counsel for the Corporation, we have examined the Registration Statement and the
relevant corporate documents incident to the giving of this opinion.
Based upon the foregoing, and in reliance upon information from time to
time furnished to us by the Corporation's officers, directors and agents, we are
of the opinion that the Shares, when issued and delivered in accordance with the
terms of the Stock Option Plan will be legally issued, fully paid and
non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement, and hereby consent to the filing of this opinion letter
with and as an exhibit to the Registration Statement, and to the reference to
our firm in the Registration Statement, or in any prospectus delivered
thereunder, as experts with respect to legal matters.
Very truly yours,
/s/ FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
---------------------------------
FOWLER, WHITE, GILLEN BOGGS,
VILLAREAL AND BANKER, P.A.
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in the registration statement
of Gulf West Banks, Inc. on Form S-8 related to 722,000 shares of its common
stock, of our report dated January 16, 1998, on our audits of the consolidated
balance sheets of Gulf West Banks, Inc. and subsidiaries as of December 31, 1997
and 1996 and related consolidated statements of earnings, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1997, which report is included in the annual report on Form 10-K. We also
consent to the reference to our firm under the caption, "Experts."
/s/ HACKER, JOHNSON, COHEN & GRIEB PA
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HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
July 7, 1998
