UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | December 3, 2009 |
Seacoast Banking Corporation of Florida
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(Exact name of registrant as specified in its charter)
| Florida | 001-13660 | 59-2260678 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 815 Colorado Avenue, Stuart, Florida | 34994 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 772-287-4000 |
Not Applicable
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Former name or former address, if changed since last report
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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 3, 2009, the shareholders of Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") approved an amendment (the "Amendment") to the Company’s Amended and Restated Articles of Incorporation (the "Articles of Incorporation"). The Amendment was approved by Seacoast’s shareholders at its Special Meeting of Shareholders held on December 3, 2009 (the "Special Meeting of Shareholders"). The Amendment was adopted pursuant to a proposal included in the Company’s proxy statement dated October 23, 2009. The Amendment increased the number of authorized shares of the Company’s common stock, par value $0.10 per share ("Common Stock") from 65,000,000 shares to 130,000,000, and increased the Company’s total authorized shares of Common Stock and Preferred Stock to 134,000,000.
On December 3, 2009, the Company filed Articles of Amendment to the Articles of Incorporation with the Florida Secretary of State for the purpose of amending its Articles of Incorporation as described above, which became effective upon filing.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment to the Amended and Restated Articles of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
At Seacoast’s Special Meeting of Shareholders described above, the Company’s shareholders:
i) approved an amendment (Proposal 1) to the Company’s Articles of Incorporation which increased the authorized number of shares of Seacoast’s Common Stock from 65,000,000 shares to 130,000,000 (the number of affirmative votes cast was 44,300,757; the number of negative votes cast was 2,108,896; and the number of abstentions was 157,614); and
ii) approved a proposal (Proposal 2) which granted the proxy holders discretionary authority to vote to adjourn the Annual Meeting for up to 120 days to allow for the solicitation of additional proxies in the event that there were insufficient shares voted at the Annual Meeting to approve Proposal 1 described above (the number of affirmative votes cast was 44,307,882; the number of negative votes cast was 1,786,308; and the number of abstentions was 473,077).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation
SIGNATURES
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 | ||||
| December 3, 2009 | By: |
/s/Dennis S. Hudson, III
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| Name: Dennis S. Hudson, III | ||||
| Title: Chairman and Chief Executive Officer | ||||
Exhibit Index
Exhibit No.
Description
Articles of Amendment to the Amended and Restated Articles of Incorporation
Seacoast Banking Corporation of Florida
Exhibit 3.1 to
8-K dated December 3, 2009
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 ”) thereof, hereby certifies:
I.
The name of the corporation is “Seacoast Banking Corporation of Florida.”
II.
Article IV, Section 4.01 of the Corporation’s Amended and Restated Articles of Incorporation has been 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 134,000,000 consisting of the following classes:
| (1) | 130,000,000 Shares of common stock, $.10 par value per share (“ Common Stock ”); and |
| (2) | 4,000,000 Shares of preferred stock, $.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 Corporation’s common stock. These Articles of Amendment were duly adopted by the shareholders on December 3, 2009 at the Corporation’s adjourned annual meeting of shareholders. The number of vote cast for the amendments above by the shareholders was sufficient for their approval.
[Signatures on the following page]
IN WITNESS WHEREOF, Seacoast Banking Corporation of Florida has caused this Articles of Amendment to be signed by Dennis S. Hudson, III, its Chairman and Chief Executive Officer, this 3rd day of December, 2009.
SEACOAST BANKING CORPORATION OF FLORIDA
By:
/s/ Dennis S. Hudson, III
Name: Dennis S. Hudson, III
Title: Chairman and Chief Executive Officer