S-1MEF
As filed with the Securities and
Exchange Commission on August 14, 2009
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Seacoast Banking Corporation of
Florida
(Exact name of registrant as
specified in its charter)
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Florida
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6022
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59-2260678
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Seacoast Banking Corporation of
Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Dennis S.
Hudson, III
Chief Executive
Officer
Seacoast Banking Corporation of
Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
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Ralph F. MacDonald III, Esq.
Jones Day
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309
(404) 581-3939
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Stuart G. Stein, Esq.
R. Daniel Keating, Esq.
Hogan & Hartson LLP
555 Thirteenth Street, NW
Washington, DC 20004
(202) 637-8575
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
registration statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box. o
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. þ
(File No. 333-160133)
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. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Aggregate Offering Price
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Aggregate
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Registration
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Securities to be Registered
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Registered(1)
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per Share(2)
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Offering Price(2)
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Fee
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Common Stock, par value $0.10 per share
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900,000
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$2.68
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$2,412,000
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$134.59
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(1)
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Includes 100,000 shares which the
underwriters have the right to purchase to cover
over-allotments, if any.
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(2)
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Estimated solely for the purpose of
calculating the amount of the registration fee pursuant to Rule
457(c) under the Securities Act of 1933.
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This registration statement shall become effective upon
filing in accordance with Rule 462(b) under the Securities
Act of 1933, as amended.
EXPLANATORY
NOTE
This Registration Statement on
Form S-1
(the 462(b) Registration Statement) is being filed
pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, for the purposes of registering 900,000 shares
of common stock, par value $0.10 per share, of Seacoast Banking
Corporation of Florida (the Registrant). This 462(b)
Registration Statement relates to the public offering of shares
of common stock contemplated by the Registration Statement on
Form S-1
(File
No. 333-160133),
which was initially filed on June 22, 2009, and which, as
amended, was declared effective by the Securities and Exchange
Commission (the Commission) on August 14, 2009.
Pursuant to Rule 462(b), the contents of the Registration
Statement on
Form S-1
(File
No. 333-160133),
including the exhibits thereto, are hereby incorporated by
reference into this 462(b) Registration Statement.
CERTIFICATION
We hereby certify to the Commission that the Registrant has
previously paid to the Commission amounts sufficient to cover
the filing fee set forth on the cover page of this 462(b)
Registration Statement for the additional shares of common stock
being registered hereby in connection with the Registration
Statement on
Form S-1
(File
No. 333-160133).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Stuart, State of Florida, on
August 14, 2009.
SEACOAST BANKING CORPORATION OF FLORIDA
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By:
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/s/ Dennis
S. Hudson, III
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Dennis S. Hudson, III
Chairman of the Board and Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
being a director of Seacoast Banking Corporation of Florida, a
Florida corporation (the Company), constitutes and
appoints each of Dennis S. Hudson, III, O. Jean Strickland
and William R. Hahl, as agent, with full power of substitution,
for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement, and
to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite or necessary to be done in or 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 any substitute or
substitutes, may lawfully 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 by the following persons
in the capacities indicated on August 14, 2009.
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Signature
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Title
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/s/ Dennis
S. Hudson, III
Dennis
S. Hudson, III
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Chairman and Chief Executive Officer (Principal Executive
Officer)
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/s/ Dale
M. Hudson
Dale
M. Hudson
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Vice-Chairman of the Board and Director
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/s/ William
R. Hahl
William
R. Hahl
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Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
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/s/ Stephen
E. Bohner
Stephen
E. Bohner
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Director
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/s/ Jeffrey
C. Bruner
Jeffrey
C. Bruner
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Director
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/s/ John
H. Crane
John
H. Crane
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Director
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II-1
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Signature
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Title
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/s/ T.
Michael Crook
T.
Michael Crook
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Director
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/s/ H.
Gilbert Culbreth, Jr.
H.
Gilbert Culbreth, Jr.
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Director
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/s/ Christopher
E. Fogal
Christopher
E. Fogal
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Director
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/s/ Jeffrey
S. Furst
Jeffrey
S. Furst
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Director
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Director
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/s/ Dennis
S. Hudson Jr.
Dennis
S. Hudson Jr.
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Director
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/s/ Thomas
E. Rossin
Thomas
E. Rossin
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Director
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/s/ Thomas
H. Thurlow, Jr.
Thomas
H. Thurlow, Jr.
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Director
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/s/ Edwin
E. Walpole III
Edwin
E. Walpole III
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Director
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II-2
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the
Registration Statement on
Form S-1
(File
No. 333-160133)
are incorporated by reference into, and shall be deemed a part
of, this 462(b) Registration Statement, except the following,
which are filed herewith.
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Exhibit
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Number
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Description
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5
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.1
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Opinion of Crary, Buchanan, Bowdish, Bovie, Beres,
Elder & Williamson, Chartered
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23
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.1
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Consent of KPMG LLP
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23
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.2
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Consent of Crary, Buchanan, Bowdish, Bovie, Beres,
Elder & Williamson, Chartered (included in
Exhibit 5.1)
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24
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.1
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Power of Attorney (included in signature page)
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