-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rd61y4x077kK6LtGP+JfYS3M+/ZOh//ujA8/ffYH03lec27aBIgblBz0jen2yGmk Q6W3OWU8GaVBT/J3HVnh8Q== 0000950144-97-006657.txt : 19970610 0000950144-97-006657.hdr.sgml : 19970610 ACCESSION NUMBER: 0000950144-97-006657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970530 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970606 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOAST BANKING CORP OF FLORIDA CENTRAL INDEX KEY: 0000730708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 592260678 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13660 FILM NUMBER: 97620382 BUSINESS ADDRESS: STREET 1: 815 COLORADO AVE STREET 2: P O BOX 9012 CITY: STUART STATE: FL ZIP: 34994 BUSINESS PHONE: 4072874000 MAIL ADDRESS: STREET 1: 815 COLORADO AVE STREET 2: P O BOX 9012 CITY: STUART STATE: FL ZIP: 34995 8-K 1 SEACOAST BANKING CORPORATION OF AMERICA 1 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): May 30, 1997 SEACOAST BANKING CORPORATION OF FLORIDA --------------------------------------- (Exact name of registrant as specified in its charter) Florida 0-13660 59-2260678 - --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 815 Colorado Avenue Stuart, Florida 34994 --------------------- (Addresses, including zip codes, of principal executive offices) (561) 287-4000 --------------------------------- (Registrant's telephone numbers, including area code) 2 ITEM 2. OTHER EVENTS. At the close of business on May 30, 1997, Seacoast Banking Corporation of Florida ("Seacoast") consummated the acquisition (the "Merger") of Port St. Lucie National Bank Holding Corp. ("PSHC") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 19, 1997 by and between Seacoast and PSHC. In addition, Port St. Lucie National Bank, the wholly-owned banking subsidiary of PSHC, was merged with and into the First National Bank & Trust Company of the Treasure Coast ("FNB"), the wholly-owned banking subsidiary of Seacoast. It is anticipated that Messrs. Jeffrey S. Furst and Christopher E. Fogal, previously directors of PSHC, will become members of the Seacoast and the FNB Boards of Directors. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $.01 per share, of PSHC ("PSHC Common Stock") issued and outstanding at the effective time of the Merger (the "Effective Time") was converted into the right to receive 1.00337 shares of the Class A common stock, par value $.10 per share, of Seacoast ("Seacoast Class A Stock"). In addition, each issued and outstanding warrant to purchase shares of PSHC Common Stock ("PSHC Warrants") at the Effective Time was converted into the right to receive 0.67680 shares of Seacoast Class A Stock. These ratios of exchange were determined in accordance with the formulae set forth in the Merger Agreement, which are dependent on the market price of Seacoast Class A Stock during a 20-day pricing period prior to the Effective Time of the Merger. Each holder of shares of PSHC Common Stock exchanged pursuant to the Merger who was otherwise entitled to receive a fraction of a share of Seacoast Class A Stock received cash-in-lieu of such fractional shares at a price of $25.29375 per share of Seacoast Class A Stock. Each PSHC stock option issued and outstanding as of the Effective Time of the Merger was assumed by Seacoast and converted into the right to purchase shares of Seacoast Class A Stock, adjusted to reflect the PSHC Common Stock conversion ratio. An aggregate of 50,988 shares of Seacoast Class A Stock are issuable upon exercise of such options. ITEM 5. OTHER EVENTS Amendment and Restatement of Articles of Incorporation At a meeting of the Board of Directors of Seacoast duly called and convened on April 15, 1997, the Board of Directors ratified, adopted and approved an amendment to the Seacoast Articles of Incorporation to clarify the voting requirement in connection with certain business combinations (as it appears below in its entirety, the "Amendment"). The Amendment was required to be adopted and approved by the holders of shares of the common stock of Seacoast voting in accordance with the Seacoast Articles of Incorporation. At the Seacoast Meeting, the Amendment was duly adopted and approved in accordance with voting provisions contained in the Articles of Incorporation of Seacoast. 3 Pursuant to the approval and adoption of the Amendment, Article XI of the Seacoast Articles of Incorporation now reads in its entirety as follows: "ARTICLE XI MERGER, CONSOLIDATION OR BUSINESS COMBINATION The affirmative vote of the holders of two-thirds (66 2/3%) of all the shares of Class A Common Stock outstanding and entitled to vote, voting as a separate class, and the affirmative vote of the holders of shares with two-thirds (66 2/3%) of all the votes entitled to be cast by all shares of Common Stock of all classes outstanding, voting together as a single class, shall be required to approve any of the following: (a) any merger or consolidation of this corporation with or into any other corporation; (b) any share exchange in which a corporation, person, or entity acquires the issued or outstanding shares of stock of this corporation pursuant to a vote of stockholders; (c) any sale, lease, exchange or other transfer of all, or substantially all, of the assets of this corporation or any significant subsidiary of this corporation to any other corporation, person or entity; (d) any transaction similar to, or having a similar affect on, any of the foregoing transactions. Such affirmative votes shall apply and be required whether or not a vote of the stockholders otherwise would be required by law or the rules of any securities exchange or market (collectively, an "SRO") on which this corporation has shares of its capital stock listed or traded and notwithstanding that a lesser vote of stockholders might otherwise be required by law or SRO; provided, however no such affirmative votes shall be required where this corporation is issuing shares of its capital stock or paying cash or other consideration to acquire, directly or indirectly, another corporation, person or entity." The Amendment became effective upon the close of business May 30, 1997. 4 Amendment and Restatement of Bylaws At a meeting of the Board of Directors of Seacoast (the "Board") duly called and convened on May 20, 1997, the Board ratified, approved and adopted an amendment to Bylaws of Seacoast to provide that the number of directors of Seacoast shall be between five (5) and fourteen (14), as the Board shall determine from time to time. Article III, Section 2 of the Bylaws of Seacoast was amended to read in its entirety as follows: "2. NUMBER, TENURE AND QUALIFICATIONS The number of directors of the Corporation shall be determined from time to time by the Board of Directors pursuant to a resolution duly adopted by the Board of Directors, but in no event shall the Corporation have less than five (5) directors nor more than fourteen (14) directors. The number of directors may also be changed by the Shareholders from time to time by amendment to these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any such incumbent director. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified." On May 20, 1997 the Bylaws of Seacoast were amended and restated to reflect the amendment as it appears above. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. It is impracticable to file at this time the required financial statements required by this Item 7(a). Such financial statements shall be filed as soon as practicable by amendment to this Form 8-K, but in no event later than 60 days after the date that this Form 8-K is filed. (b) Pro Forma Financial Information It is impracticable to file at this time the required pro forma financial information required by this Item 7(b). Such pro forma financial information shall be filed as soon as practicable by amendment to this Form 8-K, but in no event later than 60 days after the date that this Form 8-K is filed. 5 (c) Exhibits Exhibit Number Description of Exhibit 2 Agreement and Plan of Merger by and between Seacoast and PSHC, dated as of February 19, 1997. (Incorporated by reference from the Registrant's Registration Statement on Form S-4 (File No. 333-24119), filed on March 28, 1997, amended on April 14, 1997 and declared effective on April 16, 1997) 3.1 Amended and Restated Articles of Incorporation of Seacoast Banking Corporation of Florida 3.2 Amended and Restated Bylaws of Seacoast Banking Corporation of Florida 99 Press Release dated June 2, 1997 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) By: /s/ Dale M. Hudson ----------------------------------------- Dale M. Hudson President and Chief Executive Officer Date: June 6, 1997 6 INDEX TO EXHIBITS Exhibit Number Description of Exhibit 2 Agreement and Plan of Merger by and between Seacoast and PSHC, dated as of February 19, 1997. (Incorporated by reference from the Registrant's Registration Statement on Form S-4 (File No. 333-24119), filed on March 28, 1997, amended on April 14, 1997 and declared effective on April 16, 1997) 3.1 Amended and Restated Articles of Incorporation of Seacoast Banking Corporation of Florida 3.2 Amended and Restated Bylaws of Seacoast Banking Corporation of Florida 99 Press Release dated June 2, 1997 EX-3.1 2 AMENDED & RESTATED ARTICLES OF INCORPORATION 1 EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA ARTICLE I NAME The name of the corporation shall be: SEACOAST BANKING CORPORATION OF FLORIDA. ARTICLE II TERM OF EXISTENCE This corporation is to exist perpetually. ARTICLE III NATURE OF BUSINESS The general nature of the business or businesses to be transacted under this Certificate of Incorporation shall be: To engage in any activity or business permitted under the laws of the United States and of the state of Florida and to carry out said purposes in any state, territory, district, or possession of the United States, or in any foreign country, to the extent that these purposes are not forbidden by the law of the state, territory, district, or possession of the United states, or by the foreign country. ARTICLE IV AUTHORIZED SHARES A. The corporation shall have the authority to issue Common Stock in two (2) classes to be known as Class A Common Stock and Class B common stock. Except as otherwise required by law or by these Articles, Class A Common Stock and Class B Common Stock shall vote together as a single class. B. The corporation shall have the authority to issue an aggregate of ten million (10,000,000) shares of Class A Common Stock with a par value of ten cents ($.10) per share. Class A Common Stock shall have one (1) vote per share for all purposes. C. The corporation shall have the authority to issue an aggregate of eight hundred ten thousand (810,000) shares of Class B Common Stock with a par value of ten cents ($.10) per share. Class B Common Stock shall have ten (10) votes per share for all purposes. 2 D. No cash dividend may be declared or paid or paid on shares of Class B Common Stock unless, simultaneously therewith or prior thereto, there is or has been declared or paid (as the case may be) a cash dividend on the shares of Class A Common stock of at least 110% of the cash dividend on the shares of Class B Common Stock. A dividend payable in shares of Class A Common Stock to holders of Class A Common Stock shall also be payable to the holders of shares of Class B Common stock at the same time and on the same basis that such dividend is payable to the holders of Class A Common Stock. E. In any liquidation or dissolution of the corporation, the holders of the Class A Common Stock shall be entitled to receive, out of the assets available for distribution to holders of Common Stock, an amount equal to $2.50 per share before any amount shall be paid to holders of the Class B Common Stock. After such preference amount has been paid to the holders of the Class A common stock, the holders of the Class B Common Stock shall then be entitled to next receive, out of the assets available for distribution to the holders of Class A Common Stock a like amount per share. Thereafter holders of Class A Common Stock and Class B Common Stock shall be entitled to participate, pro rata in accordance with the number of shares owned by them, in the distribution of the corporation's remaining assets. F. Each share of Class B Common Stock of the corporation shall have an unlimited right of conversion to one share of Class A Common Stock; provided, however, that such right of conversion shall not be available to the Class B Common Stock subsequent to the approval of a liquidation of dissolution of the corporation by the stockholders. G. All shares of Stock heretofore issued by the corporation to DENNIS S. HUDSON, JR., as Incorporator, shall be exchanged on a one-to-one basis for Class A Common Stock. H. The corporation shall have authority to be exercised by the Board of Directors to issue not more than 1,000,000 shares of preferred Stock of $1.00 par value (the "Preferred Stock"). Shares of the Preferred Stock shall be designated as the Board of Directors may determine and may be issued in series by the Board of Directors as hereinafter provided. The Preferred Stock may be divided into and issued from time to time in one or more series. All shares of the Preferred Stock shall be of equal rank and shall be identical, except with respect to the particulars that may be fixed by the Board of Directors as hereinafter provided pursuant to authority that is hereby expressly vested in the Board of Directors; provided however, that each share of a given series of the Preferred Stock shall be identical in all respects with the other shares of such series. Before any shares of the Preferred Stock of any particular series shall be issued, the Board of Directors shall fix and determine, in the manner provided by law, the following particulars with respect to the shares of such series: (i) the distinctive designation of such series and the number of shares that shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares of such series then issued) from time to time by the Board of Directors by resolution; (ii) the dividend or rate of dividend payable with respect to shares of such series, the time of payment of any dividend, whether dividends shall be cumulative and, if so, the conditions under which and the date from which dividends shall be accumulated; -2- 3 (iii) the redemption provisions applicable to the shares of such series, if any, and, if applicable, the time or times when, the price or prices at which, and the other terms and conditions under which the shares of such series shall be redeemable; (iv) the amount payable on shares of such series in the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the corporation, which shall not be deemed to include the merger of consolidation of the corporation or a sale, lease, or conveyance of all or part of the assets of the corporation; (v) the purchase, retirement or sinking fund provisions, if any, for the redemption or purchase of shares of such series; (vi) the rights, if any, of the holders of shares of such series to convert such shares into or exchange such shares for shares of the Common Stock or shares of any other series of the Preferred Stock and the terms and conditions of such conversion or exchange; and (vii) the voting rights of the shares of such series or the absence thereof and the extent of such voting rights, if any. ARTICLE V REGISTERED AGENT The corporation's initial registered office and initial registered agent at that address shall be: DENNIS S. HUDSON, III 815 Colorado Avenue Stuart, Florida 34994 ARTICLE VI INITIAL BOARD OF DIRECTORS The Initial Board of Directors shall Consist of fourteen (14) members, who need not be residents of the State of Florida. ARTICLE VII NAMES AND ADDRESSES OF INITIAL DIRECTORS The names and addresses of the persons who shall serve as Directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are as follows: JEFFREY C. BRUNER 124 SE Wells Drive Stuart, FL 34996 JOHN R. CASAR 4510 SW Thistle Terrace Palm City, FL 34990 -3- 4 BERNARD COKER 2929 SE Ocean Boulevard Building 141, Apt. 5 Stuart, FL 34996 JOHN H. CRANE P.O. Box 356 Port Salerno, FL. 34992 EVANS CRARY, JR. P.O. Drawer 24 Stuart, FL 34995 ARCHIE A. HENDRY, III P.O. Box 3078 Stuart, FL 34995 DENNIS S. HUDSON, JR. P.O. Box 9012 Stuart, FL 34995 DALE M. HUDSON P.O. Box 9012 Stuart, FL 34995 MYRON T. LUCE 4324 Centerboard Lane Stuart, FL 34995 CHARLES P. MCLEOD P.O. Box 9012 Stuart, FL 34995 ROLAND MERRELL 1212 Riverside Drive Stuart, FL 34996 JOHN R. SANTARSIERO, JR. 5620 Winged Foot Drive Stuart, FL 34997 FREDERICK P. STEIN 1100 NE St. Lucie Terrace Jensen Beach, FL 34957 THOMAS H. THURLOW, JR. P.0. Box 106 Stuart, FL 34996 ARTICLE VIII INCORPORATOR The names and address of the initial incorporator is as follows: DENNIS S. HUDSON, JR. P.O. Box 9012 Stuart, FL 34995 -4- 5 ARTICLE IX AMENDMENT OF ARTICLES OF INCORPORATION The Articles of Incorporation of this corporation may be amended as provided by law; provided, however, that the affirmative vote of the holders of two-thirds (2/3rds) of all of the shares of Class A Common Stock outstanding and entitled to vote, voting as a separate class, and the affirmative vote of the holders of shares with two-thirds (2/3rds) of all the votes entitled to be cast by all shares of Common Stock of the corporation outstanding, voting together as a single class, shall be required to approve any change of Article XI of theme Articles of Incorporation. ARTICLE X BYLAWS The Bylaws of the corporation shall be made, altered or rescinded by a two-thirds (2/3rds) majority vote of the Directors of the Corporation. ARTICLE XI MERGER, CONSOLIDATION OR BUSINESS COMBINATION The affirmative vote of the holders of two-thirds (66 2/3%) of all the shares of Class A Common Stock outstanding and entitled to vote, voting as a separate class, and the affirmative vote of the holders of shares with two-thirds (66 2/3%) of all the votes entitled to be cast by all shares of Common Stock of all classes outstanding, voting together as a single class, shall be required to approve any of the following: (a) any merger or consolidation of this corporation with or into any other corporation; (b) any share exchange in which a corporation, person, or entity acquires the issued or outstanding shares of stock of this corporation pursuant to a vote of stockholders; (c) any sale, lease, exchange or other transfer of all, or substantially all, of the assets of this corporation or any significant subsidiary of this corporation to any other corporation, person or entity; or (d) any transaction similar to, or having a similar effect on, any of the foregoing transactions. Such affirmative votes shall apply and be required whether or not a vote of the stockholders otherwise would be required by law or the rules of any securities exchange or market (collectively, an "SRO") on which this corporation has shares of its capital stock listed or traded and notwithstanding that a lesser vote of stockholders might otherwise be required by law or SRO; provided, however no such affirmative votes shall be required where this corporation is issuing shares of its capital stock or paying cash or other consideration to acquire, directly or indirectly, another corporation, person or entity. -5- EX-3.2 3 AMENDED & RESTATED BYLAWS 1 EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF SEACOAST BANKING CORPORATION OF FLORIDA ARTICLE I - OFFICES The principal office of the Corporation in the State of Florida shall be located in the city of Stuart, County of Martin. The Corporation may have such other offices, either within or without the State of incorporation as the Board of Directors may designate or as the business of the Corporation may from time to time require. ARTICLE II - STOCKHOLDERS 1. ANNUAL MEETING The annual meeting of the Stockholders shall be held on a day set by the Board of Directors not later than April 30 of each year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. 2. SPECIAL MEETINGS Special meetings of the Stockholders, for any purpose or purposes unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten per cent (10%) of all votes entitled to be cast by all shares of Common Stock of the Corporation outstanding voting together as a single class. 3. PLACE OF MEETING The Board of Directors may designate any place, either within or without the State unless otherwise prescribed by Statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State unless otherwise prescribed by statute, an the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation. 4. NOTICE OF MEETING Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mall, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to 2 each stockholder of record entitled to vote at such meetings. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty days and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. 6. VOTING LISTS The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares of each class held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders. 7. QUORUM At any meeting of stockholders a majority of all votes entitled to be cast by the holders of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum. If less than said number of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. -2- 3 B. PROXIES At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. 9. VOTING Each stockholder entitled to vote in accordance with the terms and provisions of the Restated Articles of Incorporation and these Bylaws shall be entitled to vote, in person, or by proxy, the appropriate number of votes as authorized by the Restated Articles of Incorporation for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Restated Articles of Incorporation or the laws of this State. 10. ORDER OF BUSINESS The order of business at all meetings of the stockholders shall be as follows: 1. Roll call. 2. Proof of notice of meeting or waiver of notice. 3. Reading of minutes of preceding meeting. 4. Reports of Officers. 5. Reports of Committees. 6. Election of Directors. 7. Unfinished Business. 8. New Business. ARTICLE III - BOARD OF DIRECTORS 1. GENERAL POWERS The business and affairs of the Corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of this State. -3- 4 2. NUMBER, TENURE AND QUALIFICATIONS The number of directors of the Corporation shall be determined from time to time by the Board of Directors pursuant to a resolution duly adopted by the Board of Directors, but in no event shall the Corporation have less than five (5) directors nor more than fourteen (14) directors. The number of directors may also be changed by the Shareholders from time to time by amendment to these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any such incumbent director. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified. 3. REGULAR MEETINGS A regular meeting of the Directors shall be held without other notice than this bylaw immediately after and at the same place as the annual meeting of stockholders. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. 4. SPECIAL MEETINGS Special meetings of the Directors may be called by or at the request of the President or any five directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. 5. NOTICE Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally, or by telegram or mailed to each Director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered with the telegram is delivered to the telegraph company. The attendance of the Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 6. QUORUM At any meeting of the Board of Directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting a majority of the Directors present may adjourn the meeting from time to time without further notice. 7. MANNER OF ACTING The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. -4- 5 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. A Director elected to fill a vacancy caused by resignation, death or removal shall hold office for the unexpired term of his predecessor. 9. REMOVAL OF DIRECTORS Any of all of the Directors may be removed for cause by vote of the stockholders or by action of the Board. Directors may be removed without cause only by vote of the stockholders. 10. RESIGNATION A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer and the acceptance of the resignation shall not be necessary to make it effective. 11. COMPENSATION The Board of Directors shall have the authority to fix the compensation of the Directors. Nothing therein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 12. PRESUMPTION OF ASSENT A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 13. EXECUTIVE AND OTHER COMMITTEES The Board of Directors, by resolution, May designate from among its members an Executive Committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the Board. 14. TELEPHONE MEETINGS Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. -5- 6 ARTICLE IV - OFFICERS 1. NUMBER The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. 2. ELECTION AND TERM OF OFFICE The officers of the Corporation to be elected by the Board of Directors shall be elected annually at the first meeting of the Directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 3. REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation would be served, thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 5. PRESIDENT The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the Stockholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, Certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. -6- 7 6. VICE-PRESIDENT In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of an be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 7. SECRETARY The Secretary shall keep the minutes of the Stockholders' and of the Board of Directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and of the seal of the Corporation and keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, have general charge of the stock transfer books of the Corporation and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Directors. 8. TREASURER If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for the funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories and shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 9. SALARIES The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS 1. CONTRACTS The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. -7- 8 2. LOANS No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined resolution of the Board of Directors. 4. DEPOSITS All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER 1. CERTIFICATES FOR SHARES Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 2. TRANSFERS OF SHARES (a) Upon surrender to the Corporation or the Transfer Agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office or at the office of its Transfer Agent. (b) The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this State. -8- 9 ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall begin on the 1st day of January in each year. ARTICLE VII - DIVIDENDS The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law. ARTICLE IX - SEAL The Board of Directors shall provide a Corporate Seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal." ARTICLE X - WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Restated Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI - AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of two-thirds (2/3) of the Directors of the Corporation at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors when the proposed amendment has been set out in the notice of such special meeting. ARTICLE XII - INDEMNIFICATION Section 12.1 Indemnification in Actions Other Than Those By or In the Right of the Corporation. The corporation shall indemnify any director of the corporation or any officer elected by the board of directors (and may indemnify any other officer or any employee or agent of the corporation) who was or is a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the 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 any appeal thereof, if he acted in good faith and in a manner he 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 conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. -9- 10 Section 12.2 Indemnification in Actions By or In the Right of the Corporation. The corporation shall indemnify any director of the corporation or any officer elected by the board of directors (and may indemnify any other officer or any employee or agent of the corporation) who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 12.3 Mandatory Indemnification of Expenses in Successful Defenses. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 12.1 or Section 12.2 of this Article XII, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. Section 12.4 Authorization for Indemnification. Any indemnification under Section 12.1 or Section 12.2 of this Article XII, unless pursuant to a determination by a court, shall be made by the corporation only upon a determination in the specific case that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 12.1 or Section 12.2 above, as the case may be, and if indemnification is determined to be proper then, in the case of proposed indemnification of any person other than a director of the corporation or a board-elected officer, only as authorized in the specific case. Such determination or authorization shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding, (3) by a written opinion of independent legal counsel selected by the board of directors as described in (1) above or by the Committee as described in (2) above, or (4) by the stockholders by a majority vote of a quorum consisting of stockholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of stockholders who were not parties to such proceedings. Section 12.5 Advancement of Expenses. Expenses incurred by a director of the corporation or any officer elected by the board of directors in defending a civil or criminal proceeding shall be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article XII. Such expenses incurred by other officers, employees or agents of the corporation may, at the discretion of the board of directors, be so paid upon such terms and -10- 11 conditions, including receipt of the undertaking to repay as described above, as the board of directors deems appropriate. Section 12.6 Non-Exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, and the corporation may take other or further indemnification or advancement of expenses of any of its directors, officers, employees or agents, under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action by such a director, officer, employee or agent in his official capacity and as to action in another capacity while holding such office or position. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.144 of the Florida General Corporation Act are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a stockholder. Section 12.7 Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article XII. Section 12.8 Meaning of Certain Terms for Purposes of Article XII. For purposes of this Article XII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or who is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise shall stand in the same position under this Article XII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article XII, references to "other enterprises" shall include employee benefit plans; references to "expenses" shall include counsel fees, including those for appeal; references to "liability" shall -11- 12 include obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding; references to "proceeding" shall include any threatened, pending or completed action, suit, or other type of proceeding, whether civil, criminal, administrative or investigative and whether formal or informal; references to "agent" shall include a volunteer; references to "serving at the request of the corporation" shall include any service as a director officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent, including duties relating to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article XII. Section 12.9 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 12.10 Severability. In the event that any of the provisions of this Article XII (including any provision within a single sections paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. Section 12.11 Notification to Stockholders of Amounts Paid in Indemnification. If any expenses or other amounts are paid by way of indemnification otherwise than by court order or action by the stockholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the time of delivery to stockholders of written notice of the next annual meeting of stockholders, unless such meeting is held within three months from the date of such payment, and, in any event, within 15 months from the date of such payment, deliver either personally or by mail to each stockholder of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. -12- 13 I, Dennis S. Hudson, III hereby certify that: (1) I am the duly authorized and empowered Secretary of Seacoast Banking Corporation of Florida (the "Corporation"); and (2) the foregoing Bylaws are the Bylaws of the Corporation, and all of these Bylaws, in the form and content as they appear above, are now lawfully in full force and effect. I have hereunto affixed by official signature and the seal of the Corporation, in the city of Stuart, on this 30th day of May, 1997. /s/ Dennis S. Hudson, III ---------------------------------- Dennis S. Hudson, III Secretary STATE OF FLORIDA COUNTY OF MARTIN BEFORE the undersigned, a Notary Public of Florida, personally appeared Dennis S. Hudson, III, the duly authorized and empowered Secretary of Seacoast Banking Corporation of Florida, to me well known, who acknowledged that he executed the foregoing certificate for the purposes set forth and established herein. WITNESS my hand and seal of office this 30th day of May, 1997. /s/ Yvonne E. Miner ---------------------------------- Notary Public, State of Florida (NOTARY SEAL) My Commission Expires: -13- EX-99 4 NEWS RELEASE 1 EXHIBIT 99 [LOGO] SEACOAST BANKING CORPORATION OF FLORIDA Post Office Box 9012 - Stuart, Florida 34995-9012 - 407/287-4000 ================================================================================ NEWS RELEASE ================================================================================ Today's Date: 4:00 P.M., MAY 30, 1997 Release Date: FOR IMMEDIATE RELEASE For more information contact: Dennis S. Hudson, III Senior Executive Vice President Chief Operating Officer Seacoast Banking Corporation (561) 288-6086 NASDAQ-NMS: William R. Hahl Senior Executive Vice President/ Chief Financial Officer (561) 221-2825 SEACOAST BANKING CORPORATION OF FLORIDA COMPLETES MERGER WITH PORT ST. LUCIE NATIONAL BANK HOLDING CORPORATION STUART, FL - Seacoast Banking Corporation of Florida (NASDAQ-NMS:SBCFA), a bank holding company whose subsidiary is First National Bank and Trust Company of the Treasure Coast, has completed a tax-free reorganization in which Port St. Lucie National Bank Holding Corporation ("PSL") merged with and into Seacoast effective today. PSL shareholders will receive 900,000 shares of Seacoast common stock for all of their issued and outstanding common stock, warrants and options. As of March 31, 1997, PSL had $133 million in assets and $121 million in deposits. Giving effect to this combination, Seacoast has approximately $900 million in assets, $795 million in deposits and $77 million in shareholder's equity. Seacoast, through its banking subsidiaries, offers a broad range of banking, trust and financial services to the residents of Florida's Treasure Coast, one of the most affluent regions of Florida and among the fastest growing in the United States. Seacoast is the largest independent bank headquartered on Florida's Treasure Coast. -----END PRIVACY-ENHANCED MESSAGE-----