UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 hereof is incorporated by reference into this Item 3.03.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 9, 2013, Seacoast Banking Corporation of Florida (the “ Company ”) filed Articles of Amendment with the Secretary of State of the State of Florida to amend the Company’s Amended and Restated Articles of Incorporation (the “ Articles ”), to be effective at 12:01 a.m. Eastern Standard Time on December 13, 2013, to (i) effect a 1-for-5 reverse split of its common stock, par value $0.10 per share (the “ Common Stock ”) and (ii) proportionately reduce the total number of authorized shares of Common Stock from 300 million to 60 million. The Company’s shareholders previously authorized the Board to amend the Articles and approve a reverse stock split at the annual meeting of shareholders in May 2013.
The Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation are filed herewith as Exhibit 3.1 and are incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On December 12, 2013, the Company issued a press release announcing the effectiveness of the reverse stock split, attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Seacoast Banking Corporation of Florida | |
| 99.1 | Press Release dated December 12, 2013 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEACOAST BANKING CORPORATION OF FLORIDA | ||
| By: | /s/ Dennis S. Hudson, III | |
|
Dennis
S. Hudson, III
Chairman and Chief Executive Officer |
||
Date: December 13, 2013
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EXHIBIT 3.1
To Form 8-K dated December 9, 2013
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida , a corporation organized and existing under the laws of the State of Florida (the “ Corporation ”), in accordance with the provisions of Section 607.1006 of the Florida Business Corporation Act (the “ FBCA ”), hereby certifies as follows:
I.
The name of the Corporation is Seacoast Banking Corporation of Florida.
II.
After the filing and effectiveness pursuant to the FBCA of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, at 12:01 am on December 13, 2013 (the “ Effective Time ”), each five (5) shares of the Corporation’s common stock, par value $0.10 per share, issued and outstanding immediately prior to the Effective Time, shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.10 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “ Reverse Stock Split ”). No fractional shares of common stock shall be issued in connection with the Reverse Stock Split and any fractional share interests shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of common stock (“ Old Certificates ”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the rounding up of the fractional share interests as described above.
At the Effective Time of the Reverse Stock Split, the authorized number of shares of common stock of the Corporation is reduced to 60,000,000 shares. Section 4.01 of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:
4.01 General . The total number of shares of all classes of capital stock (“ Shares ”) which the Corporation shall have the authority to issue is 64,000,000 consisting of the following classes:
(1) 60,000,000 Shares of common stock, $0.10 par value per share (“ Common Stock ”); and
(2) 4,000,000 Shares of preferred stock, $0.10 par value per share (“ Preferred Stock ”).”
III.
The only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of the Corporation’s Common Stock. These Articles of Amendment were duly adopted by such shareholders on May 23, 2013, at the Corporation’s annual meeting of shareholders. The number of votes cast for the amendments above by the shareholders was sufficient for their approval.
IN WITNESS WHEREOF, Seacoast Banking Corporation of Florida has caused these Articles of Amendment to be signed by Dennis S. Hudson, III, its Chairman and Chief Executive Officer, this 9th day of December, 2013.
| SEACOAST BANKING CORPORATION OF FLORIDA | ||
| By: | /s/ Dennis S. Hudson, III | |
|
Name:
Dennis S. Hudson, III
Title: Chairman and Chief Executive Officer |
||
EXHIBIT 99.1
To Form 8-K dated December 9, 2013
NEWS RELEASE
SEACOAST BANKING CORPORATION OF FLORIDA
Dennis S. Hudson, III
Chairman and Chief Executive Officer
Seacoast Banking Corporation of Florida
(772) 288-6085
William R. Hahl
Executive Vice President
Chief Financial Officer
Seacoast Banking Corporation of Florida
(772) 221-2825
Seacoast Banking Corporation of Florida
Announces Effectiveness of Reverse Stock Split
STUART, FL., December 12, 2013 – Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), the holding company for Seacoast National Bank, announced today that it has filed an amendment to its Amended and Restated Articles of Incorporation with the Florida Secretary of State to effect a 1-for-5 reverse split of its common stock, effective as of 12:01 a.m. Eastern Standard Time on December 13, 2013 (“Effective Date”). Shareholders of Seacoast previously authorized the Board of Directors to approve a reverse stock split at the annual meeting in May 2013, and as previously announced, the Board of Directors approved the reverse split at a ratio of 1-for-5.
On the Effective Date, each five shares of Seacoast’s common stock will automatically be converted into one share of Seacoast’s common stock. Seacoast will not issue fractional shares as a result of the reverse stock split. Any fractional post-split shares as a result of the reverse stock split will be rounded up to the nearest whole post-split share.
The Company’s common stock will begin trading on the Nasdaq Global Select Market on a split-adjusted basis when the market opens on December 13, 2013 under a new CUSIP number. The new CUSIP number will be 811707801. The common stock will continue to trade under the symbol “SBCF.”
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The reverse stock split will have no impact on shareholders’ proportionate equity interests or voting rights, subject to the treatment of fractional shares, and will reduce the number of outstanding shares of common stock of Seacoast from approximately 130 million shares to approximately 26 million shares.
Holders of certificates representing shares of the Company’s common stock will receive instructions from the Company’s transfer agent and exchange agent, Continental Stock Transfer & Trust Company, regarding the process for exchanging their certificates for new certificates representing the post-split amount of shares. Continental Stock Transfer can be reached at (917) 262-2378. For more information regarding the reverse stock split, see “Answers to Frequently Asked Questions on the Reverse Stock Split” on our website at www.seacoastbanking.net .
About Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida is one of the largest community banks headquartered in Florida with approximately $2.1 billion in assets and $1.7 billion in deposits, as of September 30, 2013. Seacoast provides integrated financial services including commercial and retail banking, wealth management, and mortgage services to customers through 34 traditional branches of its locally-branded wholly-owned subsidiary bank, Seacoast National Bank, and five Accelerate offices fueled by the power of Seacoast National Bank. Offices stretch from Broward County north through the Treasure Coast and into Orlando, and west to Okeechobee and surrounding counties. More information about Seacoast is available at www.seacoastbanking.net.
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Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements with the meaning of Section 27A of the Securities Act of 1933 and the Section 21E of the Securities Exchange Act of 1934, and is meant to be protected by the safe harbor provided therein. Such statements include, without limitation, statements about future financial and operating results, the impact of the reverse stock split, as well as statements with respect to Seacoast’s objectives, expectations, beliefs, and intentions and other statements that are not historical facts. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “support”, “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “further”, “point to,” “project,” “could,” “intend” or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K/A for the year ended December 31, 2012 and subsequent quarterly reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013, under “Special Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov.
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