10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q/A

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended JUNE 30, 2005	Commission file No. 0-13660
SEACOAST BANKING CORPORATION OF FLORIDA (Exact name of registrant as specified in its charter)
Florida		59-2260678
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number
815 Colorado Avenue, Stuart, FL		34994
(Address of principal executive offices)		(Zip Code)
(772) 287-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, Par Value $.10

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X]

NO [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES [X]

NO [  ]

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of June 30, 2005:

Common Stock, $.10 Par Value - 17,023,513 shares

EXPLANATORY NOTE REGARDING THIS AMENDMENT ON FORM 10-Q/A

Seacoast Banking Corporation of Florida (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the “ Original Form 10-Q”) with the Securities and Exchange Commission on August 8, 2005.  This amendment to the Form 10-Q is being filed to amend Part II, Item 5 to disclose that the Company inadvertently failed to include in its Original Form 10-Q disclosure that it had amended certain compensation arrangements applicable to its and its bank subsidiary’s directors and named executive officers for the 2005 fiscal year without filing a Current Report on Form 8-K disclosing such amendments.  This Amendment also amends Part II, Item 6 to include as an exhibit hereto a summary description of the compensation arrangements for the Company’s named executive officers and non-e mployee directors, as modified.  

Except as identified in the preceding paragraph, no other modifications to the Original Form 10-Q are being made with this amendment and the remainder of the Original Form 10-Q shall remain in effect as of the date of filing of the Original Form 10-Q.  Additionally, this amendment does not purport to provide an update or discussion of any other developments subsequent to the filing of the Original Form 10-Q.

Item 5.

Other Information

During the quarter ended June 30, 2005, certain compensation arrangements applicable to members of the Company’s and its bank subsidiary’s boards of directors and the Company’s named executive officers were amended.  The Company inadvertently failed to file a Current Report on Form 8-K, as required by Item 1.01 of Form 8-K, disclosing these amendments.

Item 6.

Exhibits and Reports on Form 8-K and S-4

Exhibit 10.24

Compensation Arrangements of Named Executive Officers and Non-Employee Directors

Exhibit 3.1

Amended and Restated Articles of Incorporation

Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 15, 2004.

Exhibit 3.2

Amended and Restated By-laws of the Corporation

Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 28, 2003.

Exhibit 31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 31.3

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.4

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1

Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.2

Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 as filed with the Securities and Exchange Commission on August 8, 2005.

Form 8-K filed on April 5, 2005

On April 5, 2005, the Registrant filed its junior subordinated indenture, its guarantee agreement and its amended and restated trust agreement related to the formation of SBCF Capital Trust I for the purpose of issuing $20 million of trust preferred stock, effective March 31, 2005.  A copy of all three documents was attached.

Form 8-K filed on April 25, 2005

On April 19, 2005, the Registrant announced its financial results for the first quarter ended March 31, 2005.  A copy of the press release is attached to the Form 8-K as well as a transcript of the Registrant’s investor conference call held on April 20, 2005 and data charts referenced in the conference call.

Form 8-K filed on May 4, 2005

The Registrant reported effective April 30, 2005:  1) in connection with the completion of the acquisition of Century National Bank (“Century”), employment agreements dated November 30, 2004 with Century executive officers (three in total) became effective, and 2) the Registrant completed its acquisition of Century, in accordance with the terms and conditions of the Agreement and Plan of Merger dated as of November 30, 2004.  The Registrant also attached a copy of the press release dated May 2, 2005, announcing its acquisition of Century.

Form 8-K filed on July 22, 2005

On July 18, 2005, the Registrant announced its financial results for the second quarter and six months ended June 30, 2005.  A copy of the press release is attached to the Form 8-K as well as a transcript of the Registrant’s investor conference call held on July 19, 2005 and data charts referenced in the conference call.

Form 8-K filed on July 22, 2005

On July 19, 2005, the Registrant announced the promotion of Jean Strickland to President and Chief Operating Officer of First National Bank and Trust Company of the Treasure Coast (“First National”), the principal banking subsidiary of the Registrant.  Concurrently, A. Douglas Gilbert was appointed Vice-Chairman and Chief Credit Officer of First National as well as President and Chief Operating Officer of the Registrant.  Dennis S. Hudson, III will continue in his role as Chairman and CEO of First National and assume the role of Chairman of the Registrant.  Dale M. Hudson was named Vice-Chairman of the Registrant.  A copy of the press release was attached.

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 thereunto duly authorized.

SEACOAST BANKING CORPORATION OF FLORIDA

August 18, 2005

/s/ Dennis S. Hudson, III

DENNIS S. HUDSON, III

President &

Chief Executive Officer

August 18, 2005

/s/ William R. Hahl

WILLIAM R. HAHL

Executive Vice President &

Chief FinancialOfficer

#

EX-31.3

EXHIBIT 31.3

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Dennis S. Hudson, III, certify that:

1.

I have  reviewed this quarterly report on Form 10-Q of Seacoast Banking Corporation of Florida;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 18, 2005

/s/ Dennis S. Hudson, III

Dennis S. Hudson, III

President & Chief Executive Officer

EX-31.4

EXHIBIT 31.4

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, William R. Hahl, certify that:

1.

I have  reviewed this quarterly report on Form 10-Q of Seacoast Banking Corporation of Florida;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 18, 2005

/s/ William R. Hahl

William R. Hahl

Chief Financial Officer

EX-10.24

Exhibit 10.24

COMPENSATION ARRANGEMENTS OF NAMED
EXECUTIVE OFFICERS AND NON-EMPLOYEE DIRECTORS

Named Executive Officers

Total compensation to the named executive officers (as defined in Securities and Exchange Commissions Regulation S-K Item 402(a)(3)) of Seacoast Banking Corporation of Florida (the “Company”) is composed of three types of compensation: (1) base salary, (2) short-term annual cash incentive compensation paid under the Company’s Key Manager Incentive Plan, and (3) long-term equity-based compensation awarded under the Company’s 1996 Long Term Incentive Plan and 2000 Long Term Incentive Plan (collectively, the “Long-Term Incentive Plans”).  

Base Salary

Individual base salaries and increases for the Company’s named executive officers are determined annually by the Company’s Salary and Benefits Committee based on individual annual performance and based on comparisons of the total compensation paid by the Company to each named executive officer relative to compensation levels paid at comparable companies.  

Set forth below are the 2005 base salaries of the following named executive officers of the Company.  Base salaries paid in 2004 are also shown for comparison.

Named Executive Officer	2005		2004
Dennis S. Hudson, III	$476,500	$ 453,775
A. Douglas Gilbert	470,700	448,290
C. William Curtis, Jr.	285,100	275,732
William R. Hahl	257,400	237,408
Jean Strickland	278,100	192,539

Ms. Strickland was promoted to President and Chief Operating Officer of the Company’s principal banking subsidiary on July 19, 2005 and her base salary was increased to $278,125 effective August 1, 2005.

Short-Term Annual Cash Incentive Compensation

Short-term annual cash incentive compensation in the form of bonuses paid under the Company’s Key Management Incentive Plan are intended to align short-term cash compensation of named officers with individual performance and Company performance.  The Company funds the Key Management Incentive Plan annually based on earnings per share performance.  The earnings per share performance required for threshold funding and target plus funding in 2005 is $0.96 and $1.18, respectively.  The achievement of these targets would produce a funding pool available for distribution to the named executive officers that would range from $445,500 to $1,336,600.  Earnings performance for the Company in 2005 is now expected to exceed the target plus level.  After the Key Management Incentive Plan has been funded, the Salary and Ben efits Committee approves, based upon recommendations from the Company’s chief executive officer, awards to those officers who have made superior contributions to the Company’s profitability as measured and reported through individual performance goals established at the beginning of the year.  Each of the Company’s named executive officers participates in the Company’s Key Management Incentive Plan.  

Set forth below are the annual cash bonuses paid to the Company’s named executive officers in 2005 for the year ended December 31, 2004.  

Named Executive Officer	2004
Dennis S. Hudson, III	$ 175,000
A. Douglas Gilbert	290,000
C. William Curtis, Jr.	143,000
William R. Hahl	80,000
Jean Strickland	125,000

Annual cash bonuses for 2005 will be determined in early 2006.  The Company expects individual 2005 bonuses to be determined using the same criteria as applied to determine 2004 bonuses.

Long-Term Equity-Based Compensation

The Company attempts to align the interests of key employees, including its named executive officers, with those of the Company’s shareholders by awarding stock options and shares of restricted stock to these employees under the Company’s Long-Term Incentive Plans.  Stock options and shares of restricted stock are awarded periodically, upon the recommendation of the Company’s chief executive officer and approval of the Salary and Benefits Committee, to eligible employees who have made a significant contribution to the Company’s long-term growth. Each of the Company’s named executive officers participates in the Company’s Long-Term Incentive Plans.  

Set forth below are stock option and restricted stock awards granted to the Company’s named executive officers for the year ended December 31, 2004.

	2004
Named Executive Officer	Restricted Stock Awards ($)	Securities Underlying Stock Options
Dennis S. Hudson, III	$145,600 (1)	30,000
Dale M. Hudson	--	--
A. Douglas Gilbert	291,200 (2)	290,000
C. William Curtis, Jr.	33,600 (3)	7,000
William R. Hahl	24,640 (4)	5,000
Jean Strickland	24,640 (5)	4,000

(1)

This amount represents a restricted stock award of 6,500 shares of Common Stock, which was awarded to Mr. Hudson on December 21, 2004, based on the closing sale price of the Company’s Common Stock on the Nasdaq National Market on December 21, 2004. One fifth of the shares covered by this award will vest on December 21, 2005, and the remaining shares will, as long as Mr. Hudson remains employed by the Company, vest in increments of 20 percent on each of the following four anniversary dates thereafter.  Mr. Hudson has full voting and dividend rights with respect to the restricted stock during the vesting period.

(2)

This amount represents a restricted stock award of 13,000 shares of Common Stock, which was awarded to Mr. Gilbert on December 21, 2004, based on the closing sale price of the Company’s Common Stock on the Nasdaq National Market on December 21, 2004.  One fifth of the shares covered by this award will vest on December 21, 2005, and the remaining shares will, as long as Mr. Gilbert remains employed by the Company, vest in increments of 20 percent on each of the following four anniversary dates thereafter.  Mr. Gilbert has full voting and dividend rights with respect to the restricted stock during the vesting period.

(3)

This amount represents a restricted stock award of 1,500 shares of Common Stock, which was awarded to Mr. Curtis on December 21, 2004, based on the closing sale price of the Company’s Common Stock on the Nasdaq National Market on December 21, 2004.  One fifth of the shares covered by this award will vest on December 21, 2005, and the remaining shares will, as long as Mr. Curtis remains employed by the Company, vest in increments of 20 percent on each of the following four anniversary dates thereafter.  Mr. Curtis has full voting and dividend rights with respect to the restricted stock during the vesting period.

(4)

This amount represents a restricted stock award of 1,100 shares of Common Stock, which was awarded to Mr. Hahl on December 21, 2004, based on the closing sale price of the Company’s Common Stock on the Nasdaq National Market on December 21, 2004.  One fifth of the shares covered by this award will vest on December 21, 2005, and the remaining shares will, as long as Mr. Hahl remains employed by the Company, vest in increments of 20 percent on each of the following four anniversary dates thereafter.  Mr. Hahl has full voting and dividend rights with respect to the restricted stock during the vesting period.

(5)

This amount represents a restricted stock award of 1,100 shares of Common Stock, which was awarded to Ms. Strickland on December 21, 2004, based on the closing sale price of the Company’s Common Stock on the Nasdaq National Market on December 21, 2004.  One fifth of the shares covered by this award will vest on December 21, 2005, and the remaining shares will, as long as Ms. Strickland remains employed by the Company, vest in increments of 20 percent on each of the following four anniversary dates thereafter.  Ms. Strickland has full voting and dividend rights with respect to the restricted stock during the vesting period.

No stock options or restricted stock awards have been granted for 2005 as of August 15, 2005.  The Company expects individual grants during 2005 under its Long-Term Incentive Plans to be determined using the same criteria as applied to determine grants in 2004.  Additional information relating to the Company’s Long-Term Incentive Plans and grants of stock options and restricted stock awards during 2004 is set forth in the Company’s 2005 Proxy Statement filed with the Commission on Schedule 14A.  

In addition to base salary, short-term annual cash incentive compensation and long-term equity-based compensation, the Company’s named executive officers are eligible to receive compensation in the form of life insurance benefits, limited profit sharing, matching contributions to the Retirement Savings Plan for Employees of the First National Bank & Trust Company of the Treasure Coast, matching contributions to the Executive Deferred Compensation Plan and other employee benefits.  The compensation paid to the Company’s named executive officers under these compensation arrangements during 2004 is set forth in the Summary Compensation Table of the Company’s 2005 Proxy Statement filed with the Commission on Schedule 14A.  

The Company’s named executive officers may elect to defer their cash compensation into the Company’s Executive Deferred Compensation Plan.

Non-Employee Directors

Members of the Company’s Board of Directors who are not executive officers of the Company are paid an annual retainer of $23,000 for their service as directors of the Company and its subsidiaries.  In addition to the annual retainers, non-management Board members receive $700 for each Board meeting attended, $700 for each committee meeting attended and $800 for each committee meeting chaired.  The members of the Company’s Salary and Benefits Committee, Audit Committee and Nominating/Governance Committee receive an additional $100 for each of these committee meetings attended and $200 for each of these committee meetings chaired.  The Salary and Benefits Committee annually reviews and makes recommendations to the Board of Directors regarding compensation of directors.

Non-employee directors may elect to defer their cash compensation into the Company’s Directors’ Deferred Compensation Plan.