As filed with the U.S. Securities and Exchange
Commission on August 26, 2015
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact name of registrant
as specified in its charter)
Florida |
|
59-2260678 |
|
|
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Address, including zip code, and telephone number,
including area code, of registrant’s 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:
Randolph A. Moore III
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
Telephone: (404) 881-7794
Approximate date of commencement of proposed
sale to the public: From time to time after the registration statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, other
than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) 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 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 this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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):
Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be
Registered |
|
Amount to be
Registered |
|
Proposed
Maximum
Offering Price Per
Unit (1) |
|
Proposed
Maximum
Aggregate Offering
Price(1) |
|
Amount
of
Registration
Fee (2) |
Common Stock |
|
7,963,141 shares |
$ |
14.465 |
$ |
115,186,834 |
$ |
13,384.71 |
| (1) | Estimated solely for the purpose of calculating the registration fee computed pursuant to Rule 457(c) of the Securities Act
of 1933, as amended, on the basis of the average of the high and low sales price of a share of the common stock of Seacoast Banking
Corporation of Florida, as reported on the NASDAQ Global Select Market on August 24, 2015. |
| (2) | Calculated pursuant to Rule 457(c). |
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in
any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
AUGUST 26, 2015
PROSPECTUS
7,963,141 Shares of Common Stock
This prospectus relates solely to the resale
of up to an aggregate of 7,963,141 shares of common stock previously issued by Seacoast Banking Corporation of Florida to CapGen
Capital Group III LP (“CapGen”). We are registering the offer and sale of the shares on behalf of CapGen, the selling
stockholder.
The selling stockholder may offer the shares
from time to time as they may determine through public or private transactions or through other means described in the section
entitled “Plan of Distribution” of this prospectus at fixed or privately negotiated prices. The prices at which the
selling stockholder may sell the shares may be determined by the prevailing market price for the shares at the time of sale, may
be different than such prevailing market prices or may be determined through negotiated transactions with third parties.
We will not receive any of the proceeds
from the sale of these shares by the selling stockholder. We have agreed to pay all expenses relating to registering the securities.
The selling stockholder will pay any underwriting discounts, selling commissions and/or similar charges incurred for the sale of
any shares.
Because all of the shares offered under
this prospectus are being offered by the selling stockholder, we cannot currently determine the price or prices at which our shares
may be sold under this prospectus.
Our common stock is listed on the NASDAQ
Global Select Market and trades on the exchange under the symbol “SBCF.” On August 24, 2015, the closing sale
price of our common stock on the NASDAQ Global Select Market was $14.49 per share. You are urged to obtain current market quotations
for the common stock.
Investing in our common stock involves
risks. You should carefully consider the risk factors referred to on page 5 of this prospectus and set forth in the documents incorporated
by reference herein before making any decision to invest in our common stock.
None of the Securities and Exchange Commission
(the “SEC”), the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal
Reserve System (the “Federal Reserve Board”) or any state securities commission or any other federal regulatory agency
has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
These securities are not savings accounts
or deposits or obligations of any bank and are not insured by the FDIC, the Bank Insurance Fund, or any other government agency
or instrumentality.
This prospectus is dated
, 2015.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a resale registration
statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration
process. Under this shelf registration process, the selling stockholder may sell, from time to time, an aggregate of up to 7,963,141
shares of Seacoast’s common stock, in any manner described in this prospectus in one or more offerings, subject to the limitations
contained in the Registration Rights Agreement (as defined herein). In some cases, the selling stockholders will also be required
to provide a prospectus supplement containing specific information about the terms on which they are offering and selling shares
of our common stock. We may also add, update or change in a prospectus supplement any information contained in this prospectus.
You should carefully read this prospectus and any accompanying prospectus supplement, as well as any post-effective amendments
to the registration statement, and all documents incorporated by reference herein, together with the additional information described
below under the heading “Where You Can Find More Information; Incorporation of Certain Information By Reference” before
you make any investment decision.
The registration statement containing this
prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered
under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference, can
be read at the SEC’s Internet site at www.sec.gov or at the SEC office mentioned under the heading “Where You Can Find
More Information” below.
You should rely only on the information
contained in or incorporated by reference into this prospectus. Neither we, nor the selling stockholder, have authorized and other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. This prospectus does not constitute an offer to sell, nor is it soliciting an offer to buy, these securities in
any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
or in any documents incorporated by reference herein is only accurate as of the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date.
Unless the context requires otherwise, references
to “Seacoast Banking Corporation of Florida”, “Seacoast Banking”, “Seacoast”, the “Company”,
“we”, “our”, “ours” and “us” are to Seacoast Banking Corporation of Florida and
its subsidiaries.
Unless otherwise indicated, currency amounts
in this prospectus and in any applicable prospectus supplement are stated in U.S. dollars.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information
about the Public Reference Room. Our filings with the SEC are also available to the public through the SEC’s Internet site
at www.sec.gov. In addition, since some of our securities are listed on the NASDAQ Global Select Market, you can read our SEC filings
at the NASDAQ Stock Market, Inc., Reports Section, 1735 K Street N.W., Washington, D.C. 20006. We also maintain an Internet site
at www.seacoastbanking.net at which there is additional information about our business, but the contents of that site are
not incorporated by reference into, and are not otherwise a part of, this prospectus.
Incorporation
of Certain Documents by Reference
The SEC’s rules allow us to incorporate
by reference information into this prospectus. This means that we can disclose important information to you by referring you to
another document. Any information referred to in this way is considered part of this prospectus from the date we file that document.
Any reports filed by us with the SEC after the date of this prospectus will automatically update and, where applicable, supersede
any information contained in this prospectus or incorporated by reference in this prospectus. We incorporate by reference the following
documents (other than information “furnished” and not “filed”):
| · | Our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 16, 2015, including the portions of our
Definitive Proxy Statement on Schedule 14A filed on April 7, 2015, and incorporated by reference into Part III of our Annual Report
on Form 10-K; |
| · | Our Quarterly Reports on Form 10-Q for quarter ended March 31, 2015, filed on May 11, 2015 and quarter ended June 30, 2015,
filed on August 10, 2015; |
| · | Our Current Reports on Form 8-K and Form 8-K/A, as applicable, filed on February 24, 2015, March 2, 2015, March 31, 2015, May
18, 2015, May 27, 2015, July 20, 2015 and August 7, 2015; |
| · | The description of our common stock contained in our Registration Statement filed with the SEC pursuant to Section 12 of the
Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for purposes of updating
such description; |
| · | Any documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date
of this prospectus and before the termination of the offering of the securities offered hereby (except for information furnished
to the SEC that is not deemed to be “filed” for purposes of the Exchange Act); and |
| · | Any documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration
statement. |
We will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or
all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to
those documents unless they are specifically incorporated by reference into those documents. You may request a copy of these filings,
at no cost, by writing or telephoning us at:
Seacoast Banking Corporation of Florida
P. O. Box 9012
815 Colorado Avenue
Stuart, Florida 34995
Telephone: (772) 287-4000
Facsimile: (772) 288-6012
Attention: Investor Relations
You should rely only on the information
contained or incorporated by reference in this prospectus and the applicable prospectus supplement. Neither we, nor the selling
stockholder, have authorized anyone else to provide you with additional or different information. This prospectus does not constitute
an offer to sell, nor is it soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information in this prospectus or the applicable prospectus supplement or any document incorporated
by reference is accurate as of any date other than the dates of the applicable documents.
SPECIAL CAUTIONARY NOTICE
REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated
by reference in this prospectus, including but not limited to, statements concerning future results of operations or financial
position, borrowing capacity and future liquidity, future investment results, future credit exposure, future loan losses and plans
and objectives for future operations, the economic environment, asset quality and future levels of nonaccrual loans, charge-offs,
and/or provisions for loan losses, the Company’s position for future growth and ability to benefit from an economic recovery,
and other statements regarding matters that are not historical facts, are “forward-looking statements” as defined in
the Securities Exchange Act of 1934. These statements are not historical facts but instead are subject to numerous assumptions,
risks and uncertainties, and represent only our belief regarding future events, many of which, by their nature, are inherently
uncertain and outside our control. Any forward-looking statements we may make speak only as of the date on which such statements
are made. Our actual results and financial position may differ materially from the anticipated results and financial condition
indicated in or implied by these forward-looking statements and we make no commitment to update or revise forward-looking statements
in order to reflect new information, subsequent events or changes in expectations after this date.
Factors that could cause our actual results
to differ materially from those in the forward-looking statements include, but are not limited to, the following: inflation, interest
rates, market and monetary fluctuations; geopolitical developments including acts of war and terrorism and their impact on economic
conditions; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the
Federal Reserve Board and laws and regulations concerning taxes, banking and securities with which the Company and Seacoast National
Bank must comply; changes, particularly declines, in general economic conditions and in the local economies in which the Company
operates; the financial condition of the Company’s borrowers; competitive pressures on loan and deposit pricing and demand;
changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services
by new and existing customers; the willingness of customers to substitute competitors’ products and services for the Company’s
products and services; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking,
securities and insurance); changes in accounting principles, policies and guidelines; the risks and uncertainties described in
“Risk Factors” below; other risks and uncertainties described from time to time in press releases and other public
filings; and the Company’s performance in managing the risks involved in any of the foregoing. The foregoing list of important
factors is not exclusive, and we will not update any forward-looking statement, whether written or oral, that may be made from
time to time. You should not put undue reliance on any forward-looking statements.
SEACOAST BANKING CORPORATION OF FLORIDA
The following is a brief summary of our
business. It does not contain all of the information that may be important to you. Before you decide to purchase any of our securities,
you should read carefully this entire prospectus and the accompanying prospectus supplement, along with any other information we
refer to in, or incorporate by reference into, this prospectus and accompanying prospectus supplement.
We are a Florida corporation that is a bank
holding company for our principal subsidiary, Seacoast National Bank (“Seacoast National”). Seacoast National commenced
its operations in 1933. We are one of the largest community banks headquartered in Florida.
We and our subsidiaries provide integrated
financial services including commercial and retail banking, wealth management, and mortgage services to customers through advanced
banking solutions, traditional branches of Seacoast National and its Accelerate business banking offices. Offices stretch
from Ft. Lauderdale, Boca Raton and West Palm Beach north through the Space Coast of Florida, into Orlando and Central Florida,
and west to Okeechobee and surrounding counties
Our principal executive offices are located
at 815 Colorado Avenue, Stuart, Florida 34994, and the telephone number at that address is (772) 287-4000. Our website is located
at www.seacoastbanking.net. We are not incorporating any information from our website into this prospectus, and none of
the information on our website is included or made a part of this prospectus.
RISK FACTORS
An investment in our securities involves
significant risks. You should carefully consider the risks and uncertainties and the risk factors set forth in the documents and
reports filed with the SEC that are incorporated by reference into this prospectus, as well as any risks described in any applicable
prospectus supplement, before you make an investment decision regarding the securities. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our business operations and financial condition.
USE OF PROCEEDS
We
will not receive any of the proceeds from the sale of our common stock by CapGen, the selling stockholder. All proceeds from the
sale of our common stock pursuant to this prospectus will be for the account of CapGen.
SELLING
STOCKHOLDER
The
selling stockholder may from time to time offer and sell any or all shares of our common stock set forth below pursuant to this
prospectus. When we refer to “selling stockholder” in this prospectus, we mean CapGen Capital Group III LP,
or CapGen, and its permitted transferees under the applicable registration rights agreement.
Over the years, CapGen has made various investments in our common stock and received registration rights for such common stock.
The purpose of this registration statement and prospectus is to register for resale all of CapGen’s shares of our common
stock on a single registration statement and prospectus and replaces the prior registration statements previously filed for this
purpose.
On December 17, 2009, we issued 6,000,000
shares of common stock to CapGen in a private placement. On April 9, 2010, we issued 9,715,862 shares of our common stock to CapGen
upon the conversion of shares of our Series B Mandatorily Convertible Noncumulative Nonvoting Preferred Stock in a private placement.
Seacoast has previously registered these shares on prior registration statements. More recently, on January 13, 2014, we completed
the sale of 11,627,907 shares of common stock to CapGen pursuant a Stock Purchase Agreement,
dated as of November 6, 2013, for an aggregate purchase price equal to $25.0 million in cash. Pursuant to the registration
statement of which this prospectus is a part, we are registering all of the CapGen shares. The total number of registered shares
for CapGen have been adjusted to account for the 1-for-5 reverse stock split, which was effective on December 13, 2013. In connection
with the merger of The BANKshares, Inc. with and into the Company on October 1, 2014, pursuant to the Agreement and Plan of Merger,
dated April 24, 2014, by and among the Company, Seacoast National, The BANKshares, Inc., and BankFIRST, CapGen received 2,488,292
shares of Seacoast common stock, in exchange for the aggregate number of shares of The BANKshares, Inc. common stock held by CapGen
as of the consummation of the merger.
We are registering the shares to permit
the selling stockholder and its pledgees, donees, transferees and other successors-in-interest that receive their shares from the
selling stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to
resell the shares when and as they deem appropriate in the manner described in the “Plan of Distribution.”
Assuming
that the selling stockholder sells all the shares of our common stock beneficially owned by them that have been registered by us
and do not acquire any additional shares during the offering, the selling stockholder will not own any shares following the offering.
We cannot advise as to whether the selling stockholder will in fact sell any or all of such shares. In addition, the selling stockholder
may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to
time, the shares in transactions exempt from the registration requirements of the Securities Act after the date on which they provided
the information set forth on the table below. The percentages of shares owned set forth below are based on 34,345,139 shares of
our common stock issued and outstanding as of August 25, 2015.
The
following table sets forth, as of the date of this prospectus, certain information about the selling stockholder.
Selling Stockholder | |
Shares of Common Stock Owned Prior to the Offering | | |
Maximum Number of Shares of Common Stock that may be Sold in the Offering | | |
Shares of Common Stock Owned Following the Offering(1) | |
| |
Number | | |
% | | |
| | |
Number | | |
% | |
CapGen Capital Group III LP | |
| 7,963,141 | | |
| 23.2 | % | |
| 7,963,141 | | |
| 0 | | |
| 0 | % |
| (1) | Assuming that all
shares of common stock that may be sold in the offering are sold. |
DESCRIPTION OF CAPITAL STOCK
The following description of shares of our
capital stock is a summary only and is subject to applicable provisions of the Florida Business Corporation Act, as amended (the
“Florida Act”) and to our amended and restated articles of incorporation and our amended and restated bylaws.
Common Stock
General
Our articles of incorporation provide that
we may issue up to 60 million shares of common stock, par value $0.10 per share, or “common stock.” Our common stock
is listed on the NASDAQ Global Select Market under the symbol “SBCF.”
Voting Rights
Each outstanding share of our common stock
entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of directors. The holders
of our common stock possess exclusive voting power, except as otherwise provided by law or by articles of amendment establishing
any series of our preferred stock.
There is no cumulative voting in the election
of directors, which means that the holders of a plurality of our outstanding shares of common stock can elect all of the directors
then standing for election. Since the closing of the CapGen offering on December 17, 2009 (the “CapGen Offering”),
CapGen has been entitled to appoint one director to our board of directors, so long as CapGen retains ownership of all of the shares
of common stock purchased in that offering, adjusted as applicable.
When a quorum is present at any meeting,
questions brought before the meeting will be decided by the vote of the holders of a majority of the shares present and voting
on such matter, whether in person or by proxy, except when the meeting concerns matters requiring the vote of the holders of a
majority of all outstanding shares under applicable Florida law. Our articles of incorporation provide certain anti-takeover provisions
that require super-majority votes, which may limit shareholders’ rights to effect a change in control as described under
the section below entitled “Anti-Takeover Effects of Certain Articles of Incorporation Provisions.”
Dividends, Liquidation and Other Rights
Holders of shares of common stock are entitled
to receive dividends only when, as and if approved by our board of directors from funds legally available for the payment of dividends.
Our shareholders are entitled to share ratably in our assets legally available for distribution to our shareholders in the event
of our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of
our known debts and liabilities and of any preferences of any series of our preferred stock that may be outstanding in the future.
These rights are subject to the preferential rights of any series of our preferred stock that may then be outstanding.
Holders of shares of our common stock have
no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our
securities. Our board of directors, under our articles of incorporation, may issue additional shares of our common stock or rights
to purchase shares of our common stock without the approval of our shareholders.
Restrictions on Ownership
The Bank Holding Company Act requires any
“bank holding company,” as defined in the Bank Holding Company Act, to obtain the approval of the Federal Reserve Board
prior to the acquisition of 5% or more of our common shares. Any person, other than a bank holding company, is required to obtain
prior approval of the Federal Reserve Board to acquire 10% or more of our common shares under the Change in Bank Control Act. Any
holder of 25% or more of our common shares, or a holder of 5% or more if such holder otherwise exercises a “controlling influence”
over us, is subject to regulation as a bank holding company under the Bank Holding Company Act. CapGen is currently regulated by
the Federal Reserve as a bank holding company.
Certain provisions included in our amended
and restated articles of incorporation and bylaws, as described further below, as well as certain provisions of the Florida Business
Corporation Act and federal law, may discourage, delay or prevent potential acquisitions of control of us, particularly when attempted
in a transaction that is not negotiated directly with, and approved by, our board of directors, despite possible benefits to our
shareholders. These provisions are more fully described in the documents and reports filed with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this prospectus.
Transfer Agent and Registrar
Subject to compliance with applicable federal
and state securities laws, our common stock may be transferred without any restrictions or limitations. The transfer agent and
registrar for shares of our common stock is Continental Stock Transfer and Trust Company.
Preferred Stock
We are authorized to issue 4 million shares
of preferred stock, 2,000 shares of which have been designated as Series A Preferred Stock, and 50,000 of which have been designated
as Series B Preferred Stock. On December 31, 2013, we redeemed in full all 2,000 shares of Series A Preferred Stock then issued
and outstanding. Such Series A Preferred Stock was originally issued to the U.S. Treasury Department under the Capital Purchase
Program and subsequently auctioned to private investors. No shares of Series B Preferred Stock are issued and outstanding as of
the date of this prospectus.
The following outlines the general provisions
of the shares of preferred stock, par value $0.10 per share, or “preferred stock,” that we may offer from time to time.
The specific terms of a series of preferred stock will be described in the applicable prospectus supplement relating to that series
of preferred stock. The following description of the preferred stock and any description of preferred stock in a prospectus supplement
is only a summary and is subject to and qualified in its entirety by reference to the articles of amendment to our amended and
restated articles of incorporation relating to the particular series of preferred stock, a copy of which we will file with the
SEC in connection with the sale of any series of preferred stock.
General
Under our amended and restated articles
of incorporation, our board of directors is authorized, without shareholder approval, to adopt resolutions providing for the issuance
of up to 4 million shares of preferred stock, par value $0.10 per share, in one or more series. Our board of directors may fix
the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of each series of preferred
stock.
In addition, as described under “Description
of Depositary Shares,” we may, instead of offering full shares of any series of preferred stock, offer depositary shares
evidenced by depositary receipts, each representing a fraction of a share of the particular series of preferred stock issued and
deposited with a depositary. The fraction of a share of preferred stock which each depositary share represents will be set forth
in the prospectus supplement relating to such depositary shares.
The prospectus supplement relating to a
particular series of preferred stock will contain a description of the specific terms of that series, including, as applicable:
| · | the title, designation, number of shares and stated or liquidation value of the preferred stock; |
| · | the dividend amount or rate or method of calculation, the payment dates for dividends and the place or places where the dividends
will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin
to accrue; |
| · | any conversion or exchange rights; |
| · | whether the preferred stock will be subject to redemption and the redemption price and other terms and conditions relative
to the redemption rights; |
| · | any sinking fund provisions; |
| · | the exchange or market, if any, where the preferred stock will be listed or traded; and |
| · | any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our amended
and restated articles of incorporation. |
Upon the issuance and payment for shares
of preferred stock, the shares will be fully paid and nonassessable. Except as otherwise may be specified in the prospectus supplement
relating to a particular series of preferred stock, holders of preferred stock will not have any preemptive or subscription rights
to acquire any class or series of our capital stock and each series of preferred stock will rank prior to our common stock as to
dividends and any distribution of our assets.
The rights of holders of our preferred stock
may be adversely affected in the future by the rights of holders of any new shares of preferred stock that may be issued by us
in the future. Our board of directors may cause shares of preferred stock to be issued in public or private transactions for any
proper corporate purposes, including issuance in connection with a shareholders’ rights plan or with terms that may discourage
a change in control of us. The ability of our board of directors to a designate series and issue shares of preferred stock without
further shareholder approval may discourage or make more difficult attempts by others to acquire control of us. See “Anti-Takeover
Effects of Certain Articles of Incorporation Provisions.”
Redemption
If so specified in the applicable prospectus
supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option, and may be mandatorily
redeemable or convertible. Restrictions, if any, on the repurchase or redemption by us of any series of our preferred stock will
be described in the applicable prospectus supplement relating to that series. Generally, any redemption of our preferred stock
will be subject to prior Federal Reserve Board approval. Any partial redemptions of preferred stock will be made in a way that
our board of directors decides is equitable.
Upon the redemption date of shares of preferred
stock called for redemption or upon our earlier call and deposit of the redemption price, all rights of holders of the preferred
stock called for redemption will terminate, except for the right to receive the redemption price.
Dividends
Holders of each series of preferred stock
will be entitled to receive cash dividends only when, as and if declared by our board of directors out of funds legally available
for dividends. The rates or amounts and dates of payment of dividends will be described in the applicable prospectus supplement
relating to each series of preferred stock. Dividends will be payable to holders of record of preferred stock on the record dates
fixed by our board of directors. Dividends on any series of preferred stock may be cumulative or noncumulative, as described in
the applicable prospectus supplement.
Our board of directors may not declare,
pay or set apart funds for payment of dividends on a particular series of preferred stock unless full dividends on any other series
of preferred stock that ranks equally with or senior to such series of preferred stock have been paid or sufficient funds have
been set apart for payment for either of the following:
| · | all prior dividend periods of each series of preferred stock that pay dividends on a cumulative basis; or |
| · | the immediately preceding dividend period of each series of preferred stock that pays dividends on a noncumulative basis. |
Partial dividends declared on shares of
any series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends will be declared pro
rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share will be the same
for all series of preferred stock of equal priority.
Liquidation Preference
In the event of the liquidation, dissolution
or winding-up of us, holders of each series of preferred stock will have the right to receive distributions upon liquidation in
the amount described in the applicable prospectus supplement relating to each series of preferred stock, plus an amount equal to
any accrued but unpaid dividends. These distributions will be made before any distribution is made on our common stock or on any
other securities ranking junior to such preferred stock upon liquidation, dissolution or winding-up.
If the liquidation amounts payable to holders
of preferred stock of all series ranking on a parity regarding liquidation are not paid in full, the holders of the preferred stock
of these series will have the right to a ratable portion of our available assets up to the full liquidation preference. Holders
of these series of preferred stock or such other securities will not be entitled to any other amounts from us after they have received
their full liquidation preference.
Voting Rights
The holders of shares of preferred stock
will have no voting rights, except:
| · | as otherwise stated in the applicable prospectus supplement; |
| · | as otherwise stated in the articles of amendment to our amended and restated articles of incorporation establishing the series
of such preferred stock; and |
| · | as otherwise required by applicable law. |
Transfer Agent and Registrar
The transfer agent, registrar, dividend
paying agent and depositary, if any, for any preferred stock offering will be stated in the applicable prospectus supplement.
ANTI-TAKEOVER EFFECTS OF CERTAIN ARTICLES
OF INCORPORATION PROVISIONS
Our Articles of Incorporation contain certain
provisions that make it more difficult to acquire control of us by means of a tender offer, open market purchase, a proxy fight
or otherwise. These provisions are designed to encourage persons seeking to acquire control of us to negotiate with our directors.
We believe that, as a general rule, the interests of our shareholders would be best served if any change in control results from
negotiations with our directors.
Our Articles of Incorporation provide for
a classified board to which approximately one-third of our board of directors is elected each year at our annual meeting of shareholders.
Accordingly, our directors serve three-year terms rather than one-year terms. The classification of our board of directors has
the effect of making it more difficult for shareholders to change the composition of our board of directors. At least two annual
meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of directors.
Such a delay may help ensure that our directors, if confronted by a shareholder attempting to force a proxy contest, a tender or
exchange offer, or an extraordinary corporate transaction, would have sufficient time to review the proposal as well as any available
alternatives to the proposal and to act in what they believe to be the best interests of our shareholders. The classification provisions
apply to every election of directors, however, regardless of whether a change in the composition of our board of directors would
be beneficial to us and our shareholders and whether or not a majority of our shareholders believe that such a change would be
desirable.
The classification of our board of directors
could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting
to obtain control of us, even though such an attempt might be beneficial to us and our shareholders. The classification of our
board of directors could thus increase the likelihood that incumbent directors will retain their positions. In addition, because
the classification of our board of directors may discourage accumulations of large blocks of our stock by purchasers whose objective
is to take control of us and remove a majority of our board of directors, the classification of our board of directors could tend
to reduce the likelihood of fluctuations in the market price of our common stock that might result from accumulations of large
blocks of our common stock for such a purpose. Accordingly, our shareholders could be deprived of certain opportunities to sell
their shares at a higher market price than might otherwise be the case.
Our Articles of Incorporation require the
affirmative vote of the holders of not less than two-thirds of all the shares of our stock outstanding and entitled to vote generally
in the election of directors in addition to the votes required by law or elsewhere in the Articles of Incorporation, the bylaws
or otherwise, to approve: (a) any sale, lease, transfer, purchase and assumption of all or substantially all of our consolidated
assets and/or liabilities, (b) any merger, consolidation, share exchange or similar transaction of the Company, or any merger
of any significant subsidiary, into or with another person, or (c) any reclassification of securities, recapitalization or
similar transaction that has the effect of increasing other than pro rata with the other shareholders, the proportionate amount
of shares that is beneficially owned by an Affiliate (as defined in our Articles of Incorporation). Any business combination described
above may instead be approved by the affirmative vote of a majority of all the votes entitled to be cast on the plan of merger
if such business combination is approved and recommended to the shareholders by (x) the affirmative vote of two-thirds of
our board of directors, and (y) a majority of the Continuing Directors (as defined in our Articles of Incorporation).
Our Articles of Incorporation also contain
additional provisions that may make takeover attempts and other acquisitions of interests in us more difficult where the takeover
attempt or other acquisition has not been approved by our board of directors. These provisions include:
| · | A requirement that any change to our Articles of Incorporation relating to the structure of our board of directors, certain
anti-takeover provisions and shareholder proposals must be approved by the affirmative vote of holders of two-thirds of the shares
outstanding and entitled to vote; |
| · | A requirement that any change to our Bylaws, including any change relating to the number of directors, must be approved by
the affirmative vote of either (a) (i) two-thirds of our board of directors, and (ii) a majority of the Continuing
Directors (as defined in our Articles of Incorporation) or (b) two-thirds of the shares entitled to vote generally in the
election of directors; |
| · | A requirement that shareholders may call a meeting of shareholders on a proposed issue or issues only upon the receipt by us
from the holders of 50% of all shares entitled to vote on the proposed issue or issues of signed and dated written demands for
the meeting describing the purpose for which it is to be held; and |
| · | A requirement that a shareholder wishing to submit proposals for a shareholder vote or nominate directors for election comply
with certain procedures, including advanced notice requirements. |
Our Articles of Incorporation provide that,
subject to the rights of any holders of our preferred stock to act by written consent instead of a meeting, shareholder action
may be taken only at an annual meeting or special meeting of the shareholders and may not be taken by written consent. The Articles
of Incorporation also include provisions that make it difficult to replace directors. Specifically, directors may be removed only
for cause and only upon the affirmative vote at a meeting duly called and held for that purpose upon not less than 30 days’
prior written notice of two-thirds of the shares entitled to vote generally in the election of directors. In addition, any vacancies
on the board of directors for any reason, and any newly created directorships resulting from any increase in the number of directors,
may be filled only by the board of directors (except if no directors remain on the board, in which case the shareholders may act
to fill the vacant board).
We believe that the power of our board of
directors to issue additional authorized but unissued shares of our common stock or preferred stock without further action by our
shareholders, unless required by applicable law or the rules of any stock exchange or automated quotation system on which our securities
may be listed or traded, will provide us with increased flexibility in structuring possible future financings and acquisitions
and in meeting other needs that might arise. Our board of directors could authorize and issue a class or series of stock that could,
depending upon the terms of such class or series, delay, defer or prevent a transaction or a change in control of us that might
involve a premium price for holders of our common stock or that our shareholders otherwise consider to be in their best interest.
PLAN OF DISTRIBUTION
We are registering the shares covered by
this prospectus to permit the selling stockholder to sell shares of our common stock directly to purchasers or through underwriters,
broker-dealers or agents from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale
of the shares offered by this prospectus. The aggregate proceeds to the selling stockholder from the sale of the shares will be
the purchase price of the shares less any discounts and commissions. The selling stockholder reserves the right to accept and,
together with its agents, to reject, any proposed purchases of shares to be made directly or through agents.
The
selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the shares of common stock or
interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of those shares may be underwriting discounts and commissions under the Securities
Act.
The selling stockholder and any of their
permitted transferees under the registration rights agreement may, from time to time, sell any or all of their shares of common
stock offered by this prospectus on any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed, varying or privately negotiated prices. Subject to the limitations set forth in the
registration rights agreement, the selling stockholder may use any one or more of the following methods when selling the shares
offered by this prospectus:
| · | to or through underwriters or broker-dealers; |
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | underwriters or broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated
price per share; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
In connection with these sales, subject
to certain limitations set forth in the registration rights agreement, the selling stockholder may enter into hedging transactions
with underwriters, broker-dealers or other financial institutions that in turn may engage in short sales of shares of our common
stock in the course of hedging the positions they assume.
With respect to a particular offering of
the shares of common stock held by the selling stockholder, to the extent required, an accompanying prospectus supplement or, if
appropriate, a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will
set forth the following information:
| · | the specific shares of common stock to be offered and sold; |
| · | the respective purchase prices and public offering prices and other material terms of the offering; |
| · | the names of any participating agents, broker-dealers or underwriters; and |
| · | any applicable commissions, discounts, concessions and other items constituting compensation from the selling stockholder. |
Broker-dealers engaged by the selling stockholder
may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.
The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions
involved.
To our knowledge, there are currently no
plans, arrangements or understandings between the selling stockholder and any underwriter, broker-dealer or agent regarding the
sale of the shares by the selling stockholder.
Our common stock is listed on the NASDAQ
Global Select Market under the symbol “SBCF.”
We
have advised the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of our common stock in the market and to the activities of the selling stockholder and its affiliates. In addition, to the extent
applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling
stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may
indemnify any broker-dealer that participates in transactions involving the sale of our common stock against certain liabilities,
including liabilities arising under the Securities Act.
There
can be no assurance that the selling stockholder will sell all or any of the common stock offered by this prospectus. Moreover,
some of the common stock offered by this prospectus may be sold by the selling stockholder in private transactions or under Rule
144 under the Securities Act rather than pursuant to this prospectus.
Agents,
broker-dealers and underwriters may be entitled to indemnification by us and the selling stockholder against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect to payments which the agents, broker-dealers or
underwriters may be required to make in respect thereof.
The
specific terms of the lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
Any purchaser in the offering will be subject
to the restrictions on ownership and prior approval requirements described under the section entitled “Description of Capital
Stock” under the heading “Restrictions on Ownership”.
Registration Rights
Agreement
On
January 13, 2014, we entered into a registration rights agreement (the “Registration Rights Agreement”) with CapGen,
pursuant to which CapGen became entitled to certain customary registration rights. Under the Registration Rights Agreement, we
have agreed to file with the SEC the registration statement of which this prospectus forms a part for an offering to be
made on a delayed or continuous basis covering resales of the shares of our common stock purchased by CapGen and registered for
sale hereby.
We will not receive any of the proceeds
from the sale of these shares by the selling stockholder. We have agreed to pay all expenses relating to registering the shares.
The selling stockholder will pay any underwriting discounts, selling commissions or similar charges incurred for the sale of any
shares.
The
selling stockholder is entitled to demand two offerings or sales of our common stock pursuant to the Registration Rights Agreement
and this prospectus, including underwritten takedowns (each a “Shelf Take-Down”); provided, however,
that (a) the shares of common stock requested to be included in such underwritten Shelf Take-Down constitute at least 25% of the
then outstanding shares of common stock registrable under the Registration Rights Agreement or (b) the anticipated aggregate offering
price based on the then-current markets prices, net of underwriting discounts and commissions, would exceed $6,250,000. We are
obligated to use our reasonable best efforts to maintain the effectiveness of this registration statement until such date that
is the earlier of (a) the date on which all of the shares of common stock included in this registration statement have been sold
or otherwise cease to be registrable securities and (b) the date on which the shares of common stock included in this registration
statement may be sold during any 90 day period without any volume restrictions pursuant to Rule144 promulgated under the Securities
Act, after taking into account CapGen’s status as an affiliate of the Company.
The selling stockholders have the right
to transfer their rights, remedies, obligations and liabilities arising under the Registration Rights Agreement.
We have agreed to indemnify the selling
stockholder against certain liabilities, including certain liabilities under the Securities Act, or to contribute proportionately
to payments the selling stockholder may be required to make because of any of those liabilities.
The
foregoing summary is a general description only, does not purport to be complete and is qualified in its entirety by reference
to the Registration Rights Agreement, which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January
14, 2014, and incorporated herein by reference.
EXPERTS
The consolidated financial
statements of Seacoast Banking Corporation of Florida and subsidiaries as of and for the year ended December 31, 2014 and Seacoast’s
effectiveness of internal control over financial reporting as of December 31, 2014 have been audited by Crowe Horwath LLP, independent
registered public accounting firm, as set forth in their report appearing in our Annual Report on Form 10-K for the year ended
December 31, 2014 and incorporated in this registration statement by reference. Such consolidated financial statements have been
so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial
statements of Seacoast Banking Corporation of Florida and subsidiaries as of December 31, 2013, and for each of the years in the
two-year period ended December 31, 2013, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the securities offered hereby will be passed upon for us by Alston & Bird LLP, Atlanta,
Georgia.
Alston & Bird LLP has represented and
continues to represent Seacoast on a regular basis and in a variety of matters.
PART II. INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of
the estimated fees and expenses in connection with the issuance and distribution of the securities registered hereby:
SEC registration fee |
$ |
13,384.71 |
Listing fees and expenses |
|
** |
Blue Sky fees and expenses |
|
** |
Printing and engraving expenses |
|
** |
Trustee, registrar and transfer agent, and depositary fees and expenses |
|
** |
Attorneys’ fees and expenses |
|
** |
Accounting fees and expenses |
|
** |
Miscellaneous |
|
** |
|
|
|
Total |
$ |
** |
** Estimated expenses are not presently known.
Item 15. Indemnification of Directors and Officers
The Florida Business Corporation Act, as
amended, or the “FBCA,” permits, under certain circumstances, the indemnification of officers, directors, employees
and agents of a corporation with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person was or is a party or is threatened to be made a party, by reason of his or
her being an officer, director, employee or agent of the corporation, or is or was serving at the request of, such corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director,
employee or agent acted in good faith and in a manner that 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 such third-party action by judgment, order, settlement, or conviction or upon
a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person (i) 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
or (ii) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
In the case of proceedings by or in the
right of the corporation, the FBCA permits for indemnification of any person by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of, such corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred
in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or
agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification is made where such person is adjudged liable, unless a court of competent jurisdiction
determines that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent that such person is successful
on the merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be indemnified against
expenses actually and reasonably incurred by him or her in connection therewith.
Our Bylaws contain indemnification provisions
similar to the FBCA, and further provide that we may purchase and maintain insurance on behalf of directors, officers, employees
and agents in their capacities as such, or serving at the request of the corporation, against any liabilities asserted against
such persons whether or not we would have the power to indemnify such persons against such liability under our Bylaws.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits
Exhibit No. |
|
Exhibit |
|
|
|
1.1 |
|
Form of Underwriting Agreement.* |
|
|
|
4.1.1 |
|
Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10 Q, filed May 10, 2006. |
|
|
|
4.1.2 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed December 23, 2008. |
|
|
|
4.1.3 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.4 to the Company’s Form S-1, filed June 22, 2009. |
|
|
|
4.1.4 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed July 20, 2009. |
|
|
|
4.1.5 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed December 3, 2009. |
|
|
|
4.1.6 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K/A, filed July 14, 2010. |
|
|
|
4.1.7 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 25, 2010. |
|
|
|
4.1.8 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 1, 2011. |
|
|
|
4.1.9 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 13, 2013. |
|
|
|
4.2 |
|
Amended and Restated By-laws of the Corporation, incorporated herein by reference from Exhibit 3.2 to the Company’s Form 8 K, filed December 21, 2007. |
|
|
|
4.3 |
|
Specimen Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed March 17, 2014. |
|
|
|
4.4 |
|
Registration Rights Agreement, dated as of January 13, 2014, by and between Seacoast Banking Corporation of Florida and CapGen Capital Group III LP, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K, filed January 14, 2014. |
|
|
|
5.1 |
|
Opinion of Alston & Bird LLP as to the legality of the securities registered hereby. |
|
|
|
23.1 |
|
Consent of KPMG LLP. |
23.2 |
|
Consent of Crowe Horwath LLP. |
|
|
|
23.3 |
|
Consent of Alston & Bird LLP (included in Exhibit 5.1) |
|
|
|
24.1 |
|
Power of Attorney (included on the signature pages hereto). |
* If any underwriting agreement
is utilized, it will be filed by amendment or as an exhibit to a document to be incorporated
by reference herein.
Item 17. 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 paragraphs (1)(i),
(1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in 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 registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of 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) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed
to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)
of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (§ 230.424 of this chapter); |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (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 Section 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, as amended) 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. |
| (c) | 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 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. |
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 Stuart, State of Florida, on August 26, 2015.
|
SEACOAST BANKING CORPORATION OF FLORIDA |
|
|
|
|
By: |
/s/ Dennis S. Hudson, III |
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Name: Dennis S. Hudson, III |
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Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Dennis S. Hudson, III his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to sign any registration
statement (and any post-effective amendments thereto) effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other 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 that said attorney-in-fact, agent or his 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 and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Dennis S. Hudson, III |
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Chairman of the Board of Directors, |
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August 26, 2015 |
Dennis S. Hudson, III |
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Chief Executive Officer and Director |
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(principal executive officer) |
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/s/ Stephen A. Fowle |
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Executive Vice President and |
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August 26, 2015 |
Stephen A. Fowle |
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Chief Financial Officer (principal financial |
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and accounting officer) |
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/s/ Dennis J. Arczynski |
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Director |
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August 26, 2015 |
Dennis J. Arczynski |
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/s/ Stephen E. Bohner |
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Director |
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August 26, 2015 |
Stephen E. Bohner |
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/s/ Jacqueline L. Bradley |
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Director |
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August 26, 2015 |
Jacqueline L. Bradley |
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/s/ T. Michael Crook |
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Director |
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August 26, 2015 |
T. Michael Crook |
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/s/ H. Gilbert Culbreth, Jr. |
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Director |
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August 26, 2015 |
H. Gilbert Culbreth, Jr. |
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/s/ Julie H. Daum |
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Director |
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August 26, 2015 |
Julie H. Daum |
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/s/ Christopher E. Fogal |
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Director |
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August 26, 2015 |
Christopher E. Fogal |
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/s/ Maryann Goebel |
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Director |
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August 26, 2015 |
Maryann Goebel |
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/s/ Roger O. Goldman |
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Director |
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August 26, 2015 |
Roger O. Goldman |
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/s/ Robert B. Goldstein |
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Director |
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August 26, 2015 |
Robert B. Goldstein |
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/s/ Dennis S. Hudson, Jr. |
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Director |
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August 26, 2015 |
Dennis S. Hudson, Jr. |
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/s/ Thomas E. Rossin |
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Director |
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August 26, 2015 |
Thomas E. Rossin |
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/s/ Edwin E. Walpole, III |
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Director |
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August 26, 2015 |
Edwin E. Walpole, III |
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EXHIBIT INDEX
Exhibit No. |
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Exhibit |
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1.1 |
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Form of Underwriting Agreement.* |
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4.1.1 |
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Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10 Q, filed May 10, 2006. |
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4.1.2 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed December 23, 2008. |
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4.1.3 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.4 to the Company’s Form S-1, filed June 22, 2009. |
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4.1.4 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed July 20, 2009. |
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4.1.5 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8 K, filed December 3, 2009. |
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4.1.6 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K/A, filed July 14, 2010. |
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4.1.7 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 25, 2010. |
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4.1.8 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed June 1, 2011. |
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4.1.9 |
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Articles of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 13, 2013. |
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4.2 |
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Amended and Restated By-laws of the Corporation, incorporated herein by reference from Exhibit 3.2 to the Company’s Form 8 K, filed December 21, 2007. |
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4.3 |
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Specimen Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed March 17, 2014. |
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4.4 |
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Registration Rights Agreement, dated as of January 13, 2014, by and between Seacoast Banking Corporation of Florida and CapGen Capital Group III LP, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K, filed January 14, 2014. |
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5.1 |
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Opinion of Alston & Bird LLP as to the legality of the securities registered hereby. |
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23.1 |
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Consent of KPMG LLP. |
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23.2 |
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Consent of Crowe Horwath LLP. |
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23.3 |
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Consent of Alston & Bird LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included on the signature pages hereto). |
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* If any underwriting agreement
is utilized, it will be filed by amendment or as an exhibit to a document to be incorporated
by reference herein.
Exhibit 5.1
Alston&Bird
llp
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax:404-881-7777
www.alston.com
August 26, 2015
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
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Re: |
Shelf Registration Statement on Form S-3, filed with the Securities and Exchange Commission on August 26, 2015 |
Ladies and Gentlemen:
We have acted as counsel
to Seacoast Banking Corporation, a Florida corporation (the “Company”), in connection with the preparation and
filing of the Company’s above-referenced Shelf Registration Statement on Form S-3 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Securities Act”). This opinion is furnished pursuant to Item 16 of the Commission’s Form S-3 and
Item 601(b)(5) of Regulation S-K under the Securities Act.
The Registration Statement
relates to the proposed issuance and sale by CapGen Capital Group III LP (the “Selling Stockholder”) from time
to time pursuant to Rule 415 under the Securities Act of 7,963,141 shares of the Company’s common stock, par value $0.10
per share (the “Common Stock”).
In the capacity described
above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise
identified to our satisfaction, of such records and documents of the Company, including, without limitation, the organizational
documents of the Company, resolutions adopted by the Board of Directors of the Company (the “Board”), certificates
of officers and representatives of the Company (who, in our judgment, are likely to know the facts upon which the opinion or confirmation
will be based), certificates of public officials, the Registration Statement and such other documents as we have deemed appropriate
as a basis for the opinions hereinafter set forth. We have also made such further legal and factual examinations and investigations
as we deemed necessary for purposes of expressing the opinions set forth herein.
In our examination
of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy
and completeness of all documents submitted to us, the authenticity of all documents submitted to us as original documents and
the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the foregoing.
Atlanta
• Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura
County • Washington, D.C.
To the extent that
the obligations of the Company under any agreement may be dependent upon such matters, we assume for purposes of this opinion that:
(i) the other party or parties to such agreement is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization; (ii) the other party or parties to such agreement is duly qualified to engage in the activities
contemplated by the agreement, as applicable; (iii) the agreement has been duly authorized, executed and delivered by the
other party or parties to such agreement, as applicable, and constitutes the valid and binding obligation of the other party or
parties to such agreement, as applicable, enforceable against the other party or parties to such agreement, as applicable, in accordance
with its terms; (iv) the other party or parties to such agreement is in compliance, with respect to any actions the other
party to such agreement may take under such agreement, as applicable, with all applicable laws and regulations; and (v) the
other party or parties to such agreement has the requisite organizational and legal power and authority to perform its obligations
under such agreement, as applicable.
Based upon the foregoing,
and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion
that the Common Stock has been duly authorized by the Company and are legally issued, fully paid and non-assessable.
We express no
opinion herein as to any obligations that parties other than the Company may have under or in respect of the Common Stock or as
to the effect that their performance of such obligations may have upon any of the matters referred to herein.
Our opinions set forth
herein are limited to the laws of the State of New York (as related to the enforceability of the documents, agreements and instruments
referred to herein), the Florida Business Corporation Act (the “FBCA”) and the federal laws of the United States
of America to the extent referred to specifically herein, and we do not express any opinion herein concerning any other laws, statutes,
ordinances, rules or regulations.
This opinion letter
is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used,
circulated, quoted or otherwise relied upon by any other person or for any other purpose and may not be disclosed, quoted, filed
with a governmental agency or otherwise referred to without our express written consent. No opinion may be implied or inferred
beyond the opinion expressly stated in the paragraph above. Our opinion expressed herein is made as of the date hereof, and we
disclaim any obligation and undertake no obligation to advise you of any changes in applicable law or any other matters that may
come to our attention after the date hereof that may affect our opinions expressed herein.
We hereby consent to
the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this law firm under the
heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit
that we are an “expert” within the meaning of the Securities Act or that we are otherwise within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Alston & Bird LLP |
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Alston & Bird LLP |
Exhibit 23.1
Consent of Independent Registered Public
Accounting Firm
The Board of Directors
Seacoast Banking Corporation of Florida:
In connection with the Form S-3 registration
statement to be filed by Seacoast Banking Corporation of Florida and subsidiaries (the Company), we consent to the use of our report
dated March 17, 2014, with respect to the consolidated balance sheet of the Company as of December 31, 2013, and the related consolidated
statements of income, comprehensive income (loss), cash flows, and shareholders’ equity for each of the years in the two-year
period ended December 31, 2013, incorporated herein by reference and to the reference to our firm under the heading “Experts”
in the prospectus.
/s/ KPMG LLP
August 26, 2015
Miami, Florida
Certified Public Accountants
EXHIBIT 23.2
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by
reference in this Registration Statement on Form S-3 of Seacoast Banking Corporation of Florida of our reports dated March 16,
2015 with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting,
appearing in the Annual Report on Form 10-K of Seacoast Banking Corporation of Florida for the year ended December 31, 2014,
and to the reference to us under the heading “Experts” in the prospectus.
/s/ Crowe Horwath LLP
Crowe Horwath LLP
Fort Lauderdale, Florida
August 26, 2015
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