8-K

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): August 10, 2009

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact name of registrant as specified in its charter)

Florida	001-13660	59-2260678
(State or other jurisdiction of incorporation)	(Commission File Number	(IRS Employer Identification No.)

815 Colorado Avenue
Stuart, Florida	34994
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (772) 287-4000

Not Applicable

(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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
ex-10.1
ex-99.1

Item 1.01 Entry into a Material Definitive Agreement.

     On August 10, 2009, Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), entered into a non-binding letter of intent (the “LOI”) with CapGen Financial Partners (“CapGen”), a private equity firm that invests in financial services businesses with a particular focus on community and regional financial institutions, regarding a possible investment in the Company’s common stock by CapGen. Pursuant to the LOI, an affiliate of CapGen intends to purchase 6,000,000 shares of the Company’s common stock in a public offering (the “CapGen Offering”). CapGen’s designated affiliate intends to purchase shares of Company common stock at the same price at which shares are offered to the public in the Company’s previously announced offering (the “Underwritten Offering”) at a price up to $2.50 per share.

     Upon the closing of the CapGen Offering, CapGen will be entitled to appoint one director to the Company’s board of directors. The Company also intends to grant CapGen preemptive rights with respect to further offerings of Company common stock for a period of 24 months. The board seat and preemptive rights are subject to CapGen retaining ownership of all shares purchased in the CapGen Offering. Fox-Pitt Kelton Cochran Caronia Waller is acting as the exclusive placement agent for the CapGen Offering.

     The Company also reduced the size of the previously commenced Underwritten Offering from 34,500,000 to 28,500,000 shares of common stock to reflect CapGen’s proposed investment.

     CapGen has completed its due diligence of the Company, and the LOI with CapGen is subject to the execution and delivery of a definitive stock purchase agreement and the registration statement covering the shares offered in the Underwritten Offering and the CapGen Offering becoming effective. The closing of the CapGen Offering is contingent upon CapGen receiving the necessary regulatory approvals, closing of the Company’s Underwritten Offering and to any approvals required of Company shareholders, if any. There can be no assurance that the negotiation of any definitive stock purchase agreement will be completed or that the purchase will be successfully consummated.

     The foregoing description of the LOI is not complete and is qualified in its entirety to the full text of the LOI attached hereto as Exhibit 10.1.

     On August 10, 2009, the Company issued a press release with respect to the LOI. Copies of the press release and LOI have been filed as Exhibits 99.1 and 10.1, respectively, to this current report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number	Description
10.1	Letter of Intent, dated August 10, 2009, by and between Seacoast Banking Corporation of Florida and CapGen Financial Partners.
99.1	Press Release of Seacoast Banking Corporation of Florida issued August 10, 2009.

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 (Registrant)
Dated: August 10, 2009	By:	/S/ Dennis S. Hudson, III
		Name:	Dennis S. Hudson, III
		Title:	Chairman and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

CapGen Financial Partners
280 Park Avenue
40^th Floor West, Suite 401
New York, New York 10017

August 10, 2009

Mr. Dennis S. Hudson, III
Chairman and Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994

Re: Investment in Seacoast Banking Corporation of Florida Common Stock

Dear Denny:

     This letter of intent (“Letter of Intent”) outlines the basic terms and conditions upon which CapGen Financial Partners and its designated affiliate(s) (the “Investor”) are willing to purchase and Seacoast Banking Corporation of Florida (the “Company”) is willing to sell 6 million shares of common stock, par value $0.10 per share (the “Common Stock”) at the public offering price established for the offering described in the Company’s registration statement on Form S-1, as amended (Commission File No. 333-160133) (the “Registration Statement”).

     1. The Company commits to offer and sell to the Investor 6 million newly-issued, fully-registered shares of Common Stock pursuant to a prospectus filed as part of the Registration Statement (the “CapGen Offering”).

     2. The Investor confirms its intent to buy 6 million shares of Common Stock at the public offering price up to a maximum price of $2.50 per share of Common Stock upon the terms and conditions described herein.

     3. The public offering base number of shares will be decreased to 28.5 million shares plus an underwriter’s overallotment of 15% (the “Underwritten Offering”) to reflect the 6 million shares to be offered separately to the Investor.

     4. The Investor’s purchase of Common Stock will be subject only to the receipt of necessary regulatory approvals, the accuracy of representations and warranties solely regarding the shares of Common Stock (i.e., the shares of Common Stock to be sold and delivered to the Investor are duly authorized, validly issued, fully paid, nonassessable, and free of liens) and the closing of the Underwritten Offering (whether or not any shares subject to an overallotment option granted to the underwriters for the Underwritten Offering are exercised or not. The closing (the “Closing”) of the Investor’s purchase will occur immediately upon the receipt of the last required regulatory approval

and the expiration of any related statutory waiting period, provided the Investor shall have 10 days to call funds for investment from its investors, which call shall be made within 5 days after receipt of the last regulatory approval, unless mutually agreed by the Investor and the Company.

     5. At the Closing, the Company will increase its board of directors by one person and fill the resulting vacancy with a designee of the Investor. For so long as the Investor holds all the shares purchased pursuant to this Letter of Intent and any definitive agreement, the Company’s nominating committee will nominate a designee of the Investor to the Company’s board of directors, and such designee shall serve as a director of the Company for so long as the Investor holds all the shares purchased pursuant to this Letter of Intent and any definitive agreement.

     6. At the Closing, the Company will grant the Investor pre-emptive rights on future capital raises for 24 months, provided these preemptive rights shall immediately terminate if the Investor sells any of the shares of Common Stock purchased by the Investor in the CapGen Offering.

     7. The Investor agrees to file all regulatory applications and notices needed for Closing, which will include requests for regulatory authorization to become a bank holding company with respect to the Company and Seacoast National Bank by raising the Investor’s percentage interest in the Company over time, as soon as possible and not later than 10 days of the closing of the Underwritten Offering. The Investor will request expedited processing of such applications and notices. The Company will promptly seek shareholder approval, if any, needed for Closing.

     The Company agrees to use its reasonable best efforts to assist Investor in securing all required regulatory approvals.

     The Investor confirms that it has completed its diligence, and that its designated affiliate, which will purchase the Common Stock, is not currently a bank holding company for purposes of the Bank Holding Company Act of 1956, as amended, and such designated affiliate will not “control” any depository institution other than the Bank.

     This Letter of Intent is nonbinding until the Registration Statement becomes effective (the “Effective Date”), and is subject to the Parties entering into a mutually acceptable definitive stock purchase agreement containing representations and warranties consistent with those contained in the underwriting agreement filed as an exhibit to the Registration Statement. Such representations and warranties, except those solely related to the shares of Common Stock (i.e., that the shares of Common Stock to be sold and delivered to the Investor are duly authorized, validly issued, fully paid, nonassessable, and free of liens) shall expire at the closing of the Offering without regard to any overallotment option, and the accuracy of no other representations or warranties shall be a condition to the Closing. This Letter of Intent shall terminate if the Effective Date does not occur on or before August 31, 2009.

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     This Letter of Intent shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to principles regarding choice of law.

     If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this Letter of Intent and return it to us. This Letter of Intent may be executed by facsimile or electronically, and when so executed shall have the same force and effect as a manually executed original.

     We are excited about this opportunity to invest in the Company and look forward to a long and productive relationship.

Yours very truly,
 

/s/ John P. Sullivan  

Managing Director 

AGREED AND ACCEPTED:
SEACOAST BANKING CORPORATION OF FLORIDA
By:	/s/ Dennis S. Hudson, III
	Dennis S. Hudson, III
	Chairman and Chief Executive Officer

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EX-99.1

Exhibit 99.1

News Release

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
(772) 221-2825

FOR IMMEDIATE RELEASE

Seacoast Announces Letter of Intent with CapGen Financial Partners and Amends Public Offering

August 10, 2009
Stuart, Florida

     Seacoast Banking Corporation of Florida (the “Company”) (Nasdaq: SBCF), a bank holding company whose principal subsidiary is Seacoast National Bank, today announced that it has entered into a letter of intent (the “Letter of Intent”) with CapGen Financial Partners (“CapGen”) pursuant to which an affiliate of CapGen intends to purchase 6,000,000 shares of the Company’s common stock in a public offering (the “CapGen Offering”). CapGen’s designated affiliate intends to purchase shares of Company common stock at the same price at which shares are offered to the public in the Company’s previously announced offering (the “Underwritten Offering”) at a price up to $2.50 per share. CapGen has completed its diligence of the Company, and the letter of intent with CapGen is subject to the execution and delivery of a definitive stock purchase agreement and the registration statement covering the shares offered in the Underwritten Offering and the CapGen Offering becoming effective. The closing of the CapGen Offering is contingent upon CapGen receiving the necessary regulatory approvals, closing of the Company’s Underwritten Offering and to any approvals required of Company shareholders, if any. Upon the closing of the CapGen Offering, CapGen will be entitled to appoint one director

to our board of directors. We have also agreed to grant CapGen preemptive rights with respect to further offerings of our common stock for a period of 24 months. The board seat and preemptive rights are subject to CapGen retaining ownership of all shares purchased in the CapGen Offering. The Company also announced that its previously commenced Underwritten Offering has been reduced to 28,500,000 shares of common stock to reflect CapGen’s proposed investment.

     Sandler O’Neill & Partners, L.P. is acting as the lead book-running manager, and Fox-Pitt Kelton Cochran Caronia Waller is acting as the co-manager for the Underwritten Offering. Fox-Pitt Kelton Cochran Caronia Waller is acting as the exclusive placement agent for the CapGen Offering.

     The Company intends to grant the underwriters in the Underwritten Offering an option to purchase up to an additional 4,275,000 shares sold to cover over-allotments, if any. The Company expects to use the net proceeds from these offerings for general corporate purposes and to add capital to Seacoast National Bank.

     A registration statement relating to the securities offered in the Underwritten Offering and the CapGen Offering has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-1 may be accessed through the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus relating to the Underwritten Offering may be obtained from Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, or toll free at 866-805-4128; and copies of the prospectuses for the Underwritten Offering and the CapGen Offering may be

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obtained from Fox-Pitt Kelton Cochran Caronia Waller at 420 Fifth Ave., 5th Floor, New York, NY 10018, by telephone at 212-857-6212 or by fax at 212-849-0582.

     Seacoast Banking Corporation of Florida has approximately $2.1 billion in assets. It is one of the largest independent commercial banking organizations in Florida, and is headquartered on Florida’s Treasure Coast.

Cautionary Notice Regarding Forward-Looking Statements

     Certain of the statements made herein regarding the proposed purchase of shares of Company common stock by an affiliate of CapGen are “forward-looking statements,” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

     Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The proposed CapGen investment described above is currently nonbinding, is subject to the execution of a definitive stock purchase agreement with CapGen and its designated affiliate, the SEC declaring our registration statement effective in connection with the pricing of our Underwritten Offering, the closing of our Underwritten Offering, and to prior regulatory and shareholder (if any) approvals. Many of these are not within our control.

     All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future.

     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, 2008 and in our quarterly report on Form 10-Q for the period ending June 30, 2009 under “Special Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors,” 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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     We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

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