As filed with the Securities and Exchange Commission on January 27, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST COMMUNITY BANK
CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other
jurisdiction of incorporation or organization)
65-0623023
(I.R.S. Employer Identification No.)
9001 Belcher Road
Pinellas Park, Florida 33782
(727)
520-0987
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kenneth P. Cherven
Chief Executive Officer & President
First Community Bank Corporation of America
9001 Belcher Road
Pinellas Park,
Florida 33782
(727) 520-0987
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
A. George Igler, Esq. or Richard Pearlman, Esq.
Igler & Dougherty, P.A.
2457 Care Drive
Tallahassee, Florida 32308
Approximate date of commencement of proposed sale to the public:
from time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box.
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If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated Filer
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Non accelerated filer
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Smaller reporting company
x
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(Do not check if a
smaller reporting
company)
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be
registered
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Proposed maximum
offering price per
share
(1)
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Share of Common Stock $0.01 par value, underlying a Warrant
(2)
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228,312
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$7.02
(3)
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$1,602,750.20
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$62.99
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(1)
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Calculated in accordance with Rule 457(a) and includes such additional number of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of a currently
indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends or similar transactions.
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(2)
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There is being registered hereunder 28,312 shares of common stock issuable upon exercise of a warrant and such additional number of shares of common stock, of a currently
indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain antidilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to
Rule 416.
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(3)
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Calculated in accordance with Rule 457(i) with respect to the per share exercise price of the warrant of $7.02.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed or supplemented. The securities described
in this prospectus cannot be sold until the registration statement that we have filed to cover the securities has become effective under the rules of the Securities and Exchange Commission. This prospectus is not an offer to sell the securities, nor
is it a solicitation of an offer to buy the securities in any jurisdiction where an offer or sale thereof is not permitted.
Subject to Completion, dated January 27, 2009
PROSPECTUS
FIRST COMMUNITY BANK CORPORATION OF AMERICA
228,312 SHARES OF COMMON STOCK
This prospectus
relates to the potential resale from time to time by selling securityholders of some or all of the 228,312 shares of common stock
issuable from time to time upon exercise of a warrant held by the United States Department of the Treasury.
In this prospectus, we refer to the shares of common stock issuable upon exercise of the warrant as the “securities.” The warrant was originally issued by us pursuant to the Letter Agreement dated December 23, 2008, and the related
Securities Purchase Agreement – Standard Terms (collectively, the “Purchase Agreement”), between us and the United States Department of the Treasury (“Treasury”), which we refer to as the “initial selling
securityholder,” in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act.
The initial selling securityholder and its successors, including transferees, which we collectively refer to as the “selling securityholders,” may offer the
securities from time to time directly or through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, prevailing market prices, at prices related to prevailing market prices or at negotiated
prices. If these securities are sold through underwriters, broker-dealers or agents, the selling securityholders will be responsible for underwriting discounts or commissions or agents’ commissions.
We will not receive any proceeds from the sale of the securities by the selling securityholders.
Our common stock is listed on the NASDAQ Capital Market under the symbol “FCFL.” On January 21, 2008, the last reported sale price of our common stock on the NASDAQ Capital Market was $3.50 per share.
You are urged to obtain current market quotations of our common stock.
Investing in our securities involves risks. See the description of “
Risk
Factors
” which begins on page 4.
Our principal executive offices are located at 9001 Belcher Road, Pinellas Park, Florida 33782 and our
telephone number is (727) 520-0987. Our Internet address is
http://www.fcbfl.com
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Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
These securities are unsecured and are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries, and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. These securities involve investment risks, including possible loss of principal.
The date of this prospectus is __________, 2009
TABLE OF CONTENTS
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) with the Securities and Exchange Commission (the “SEC”). You may read and copy any of these filed documents at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC, 20549. Please
call the SEC at 1-800-SEC-0330 for further information. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov.
Our Internet address is www.fcbfl.com. The Company makes available on its website, free of charge, its periodic and current reports, proxy and information statements and other information we file with the SEC and
amendments thereto as soon as reasonably practicable after the Company files such material with, or furnishes such material to, the SEC, as applicable. Unless specifically incorporated by reference, the information on our website is not part of
this prospectus.
This prospectus is part of a Registration Statement and does not contain all of the information included in the
Registration Statement. Whenever a reference is made in this prospectus or any prospectus supplement, if applicable, to any contract or other document of ours, you should refer to the exhibits that are a part of the Registration Statement for a copy
of the referenced contract or document. Statements contained in this prospectus concerning the provisions of any documents are necessarily summaries of those documents, and each statement is qualified in its entirety by reference to the copy of the
document filed with the SEC.
The SEC allows us to “incorporate by reference” into this prospectus information that we file with
the SEC in other documents. This means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information that we incorporate by reference is considered to be part of this prospectus,
and information that we file later with the SEC will automatically update and supersede the information contained in this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering covered by this prospectus:
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Our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 27, 2008 (File No. 000-50357);
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Our Quarterly Reports on Form 10-Q: for the quarter ended March 31, 2008 filed with the SEC on May 8, 2008; for the quarter ended June 30, 2008 filed
with the SEC on August 8, 2008; and for the quarter ended September 30, 2008 filed with the SEC on November 12, 2008 (File No. 000-50357);
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Our Current Reports on Form 8-K filed with the SEC on April 10, 2008, June 20, 2008, July 16, 2008, October 21,
2008, October 31, 2008 and December 29, 2008 (excluding, in each case, information or documents furnished but not filed therewith) (File No. 000-50357); and
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The description of our capital stock contained in Registration Statement on Form SB-2, filed with the SEC on April 7, 2003 (File No. 333-104342).
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On the written or oral request of each person, including any beneficial owner, to whom a copy of this prospectus is
delivered, we will provide, without charge, a copy of any or all of the documents incorporated in this prospectus or in any related prospectus supplement by reference, except the exhibits to those documents, unless the exhibits are specifically
incorporated by reference.
Written requests for copies should be directed to First Community Bank Corporation of America, 9001 Belcher
Road, Pinellas Park, Florida 33782, Attention: Kay McAleer, Corporate Secretary. Telephone requests for copies should be directed to (727) 520-0987.
You should rely only upon the information provided in this document, or incorporated in this document by reference. We have not authorized anyone to provide you with different information. You should not assume that
the information in this document, including any information incorporated by reference, is accurate as of any date other than the date indicated on the front cover or the date given in the applicable document.
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FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated herein by reference, may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,”
“plan,” “project,” “is confident that” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements involve risk and uncertainty and a variety of factors could
cause First Community’s actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. We do not have a policy of updating or revising forward-looking
statements except as otherwise required by law, and silence by management over time should not be construed to mean that actual events are occurring as estimated in such forward-looking statements.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse
effect on our operations and subsidiaries include, but are not limited to, changes in:
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general economic conditions,
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legislative/regulatory changes,
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monetary and fiscal policies of the U.S. Government,
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the quality and composition of the loan or investment portfolios,
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demand for loan products,
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demand for financial services in the Company’s primary trade area,
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litigation, tax and other regulatory matters,
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accounting principles and guidelines, and
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other economic, competitive, governmental, regulatory and technological factors affecting First Community’s operations, pricing and services.
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Further information on other factors that could affect us is included in the SEC filings incorporated by reference in
this prospectus. See also “Risk Factors” contained herein and therein.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration
process. Under this shelf registration process, the selling securityholders may, from time to time, offer and sell, in one or more offerings, the securities described in this prospectus.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is offering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date
of this prospectus.
We may provide a prospectus supplement containing specific information about the terms of a particular offering by the
selling securityholders. The prospectus supplement may add, update or change information in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus
supplement. We urge you to read this prospectus and, if applicable, any prospectus supplement together with additional information described under the headings “Available Information” and “Incorporation of Certain Documents by
Reference.”
As used in this prospectus, “First Community,” “the Company,” “we,” “us,” and
“ours” refer to First Community Bank Corporation of America and its subsidiaries; the “Bank” refers to our wholly-owned subsidiary, First Community Bank of America.
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OUR COMPANY
General
First Community is a Florida-based unitary savings and loan holding company with one bank
subsidiary, First Community Bank of America and one non-bank subsidiary First Community Lenders Services, Inc., which engages in nominal title insurance and other investment facilitation services.
First Community Bank
First Community owns all of the
outstanding common stock of the Bank and First Community Lender Services, Inc. Our primary business activity, however, is the operation of our wholly-owned subsidiary the Bank, which was established in February 1985. The Bank has ten branch
locations in Pinellas, Hillsborough, Pasco and Charlotte Counties. It is a federally-chartered stock savings bank that provides a variety of banking services to small and middle market businesses and individuals through its three banking offices
located in Pinellas County, two banking offices located in Hillsborough County, two banking offices in Pasco County, and three banking offices located in Charlotte County, Florida.
Strategy
We attribute our success to two key business values: safety and soundness first, coupled
with a relentless commitment to serve our customers.
We believe that building relationships is a crucial factor in differentiating between
the national and regional financial institutions and First Community. Even though, typically, the national and regional financial institutions have more products and more locations, they lose that personal service touch that we offer. The most
frequent customer complaints we hear about the national and regional institutions are the lack of personalized service and the turnover in personnel, which limits the customer’s ability to develop a relationship with his or her banker.
Customers are willing to make a change in order to have that personalized service, and we believe a significant opportunity exists to attract and retain these customers who are dissatisfied with their current banking relationship.
We believe we are unique in the sense that we offer a Regional President and local Regional Board of Directors in each of the counties we serve, all
under the same charter. Each Region is operated as a community bank, emphasizing local leadership and local decision-making with Regional Presidents making most major decisions. Our Regional Presidents have loan approval authority, and deposit and
loan pricing authority enabling them to provide quicker service and to respond appropriately to their respective markets. Each county’s Regional Board and Regional President are drawn mainly from members of the local business community. We
place emphasis on relationship banking so that each customer can identify and establish a comfort level with our bank officers and staff. While a significant portion of our lending effort is concentrated on commercial and professional businesses, we
also focus on cross-marketing our deposit products to these borrowers. Many of our retail customers are the principals and employees of our small-and medium-sized business customers.
Market Focus
Our marketing efforts are focused on attracting small and medium-sized businesses and
individuals, including service companies, light manufacturing companies, commercial real estate developers, entrepreneurs and professionals, such as engineers, physicians, attorneys, certified public accountants, and architects.
We have been successful in penetrating this market through our ability to deliver: (i) tailored and flexible loan products; (ii) comprehensive
online banking and cash management services; and (iii) competitive investment SWEEP products.
We distinguish ourselves from our
competitors by providing a high level of personal service to customers who want quick, local decision making, and who appreciate and are looking for a long-term banking relationship. We believe banking is a business that requires public trust. Our
senior management team has over 100 years of combined experience endeavoring to build a reputation worthy of our customers’ trust.
Future Growth
In the next few years, we plan to have sufficient capital on hand to take advantage of growth opportunities either through the
acquisition of small banks in identified strategic markets, or through the acquisition of branch sites that may come available in markets we are trying to penetrate. Currently, we have no specific acquisition candidates targeted
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The
acquisition or formation of banks, the purchase of branch facilities, and the establishment of new branch facilities are subject to regulatory approvals and other requirements
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RISK FACTORS
Before you invest in our securities, in addition to the risk factor set forth below and other information, documents or reports included or incorporated
by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled “Risk Factors” in any prospectus supplement. Each of the
risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment.
Risk Related to Our Business
Recent negative developments in
the financial services industry and the U.S. and global credit markets have adversely impacted our operations and results and may continue to do so
Negative developments in the latter portion of 2007 and during 2008 in the capital markets have resulted in an economic downturn and uncertainty in the financial markets that appears certain to continue through 2009
and possibly beyond. Loan portfolio performances have deteriorated at many institutions resulting from, among other factors, a weak economy and a decline in the value of the collateral supporting their loans. The competition for our
deposits has increased significantly due to liquidity concerns at many of these same institutions. Stock prices of financial institution holding companies, like ours, have been negatively affected by the current condition of the financial
markets, as has our ability, if needed, to raise capital or borrow in the debt markets, compared to prior years. As a result, there is a potential for new federal or state laws and regulations regarding lending and funding practices and capital
and liquidity standards, and financial institution regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement
actions. Negative developments in the financial services industry and the impact of any new legislation in response to those developments could continue to negatively impact our operations by restricting our business operations, including our
ability to originate or sell loans, and adversely impact our financial performance.
Our business is subject to the success of the local economies
where it operates
Our success significantly depends upon the growth in population, income levels, deposits and housing starts in
our primary and secondary markets. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally continue to remain challenged, our business may be adversely affected. Prolonged adverse economic
conditions in our specific market area could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations. We are less able than a larger institution to
spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic conditions in our primary market areas
if they do occur.
We make and hold in our portfolio a significant number of land acquisition and development and construction loans, which pose more
credit risk than other types of loans typically made by financial institutions.
We offer land acquisition and development and
construction loans for builders, developers and individuals. Land acquisition and development and construction loans are considered more risky than other types of loans. The primary credit risks associated with land acquisition and development and
construction lending are underwriting, project risks and market risks. Project risks include cost overruns, borrower credit risk, project completion risk, general contractor credit risk, and environmental and other hazard risks. Market risks are
risks associated with the sale of the completed residential or commercial units. They include affordability risk, which means the risk of affordability of financing by borrowers, product design risk, and risks posed by competing projects. While we
believe we have established adequate reserves on our financial statements to cover the credit risk of our land acquisition and development and construction loan portfolio, there can be no assurance that losses will not exceed our reserves, which
could adversely impact our earnings. Non-performing loans in our land acquisition and development and construction portfolio may increase further and these non-performing loans may result in a material level of charge-offs, which may negatively
impact our capital and earnings.
An inadequate allowance for loan losses would reduce our earnings.
The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the
borrower over the term of the loan and, in the case of a collateralized loan, the value and marketability of the collateral for the loan. Management maintains an allowance for loan losses based upon, among other things, historical experience, an
evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, management makes various assumptions and judgments about the ultimate collectibility of
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the loan portfolio and provides an allowance for loan losses based upon a percentage of the outstanding balances and for specific loans when their ultimate
collectibility is considered questionable. If management’s assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb losses, or if the bank regulatory authorities require the Bank to increase the
allowance for loan losses as a part of its examination process, the Bank’s earnings and capital could be significantly and adversely affected.
If the value of real estate in our core Florida market were to continue to decline materially, a greater portion of our loan portfolio could become under-collateralized, which could have a material adverse effect on us.
With most of our loans concentrated in Pinellas, Hillsborough, Pasco and Charlotte Counties Florida, a continued decline in local
economic conditions will continue to adversely affect the values of our real estate collateral. Additionally, the availability of property insurance, including windstorm and flood insurance, and the significant increases in the cost thereof in the
Florida market may negatively affect borrowers’ abilities to repay existing loans and the abilities of potential borrowers to qualify for new loans. Consequently, the expected continued decline in local economic conditions may have a greater
effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are geographically diverse.
In addition to the financial strength and cash flow characteristics of the borrower in each case, the Bank often secures its loans with real estate collateral. The real estate collateral in each case provides an
alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced
real estate values, our earnings and capital could be adversely affected.
Continued deterioration in the housing market and the homebuilding
industry may lead to increased loss severities and further worsening of delinquencies and non-performing assets in our loan portfolios. Consequently, our results of operations may be adversely impacted.
There has been substantial industry concern and publicity over asset quality among financial institutions due in large part to issues related to
residential mortgage lending, declining real estate values and general economic concerns. If market conditions continue to deteriorate, they may lead to additional valuation adjustments on our loan portfolios and real estate owned as we continue to
reassess the market value of our loan portfolio, the losses associated with the loans in default and the net realizable value of real estate owned.
The homebuilding industry has experienced a significant and sustained decline in demand for new homes and an oversupply of new and existing homes available for sale in various markets, including the markets in which we lend. Our customers
who are builders and developers face greater difficulty in selling their homes in markets where these trends are more pronounced. Consequently, we may face increased delinquencies and non-performing assets if builders and developers are forced to
default on their loans with us. We do not anticipate that the housing market will improve in the near-term, and accordingly, additional downgrades, provisions for loan losses and charge-offs related to our loan portfolio may occur.
Possible use of more costly brokered deposits
We can offer no assurance that the Bank will be able to maintain or increase their market share of deposits in their highly competitive service areas. If it is unable to do so, it may be forced to accept increased amounts of
out-of-market or brokered deposits. At times, the cost of out-of-market and brokered deposits may exceed the cost of deposits in the local market. In addition, the cost of out-of-market and brokered deposits can be volatile, and if the
Bank is are unable to access these markets or if costs related to out-of-market and brokered deposits increases, the Bank’s liquidity and ability to support demand for loans could be adversely affected.
If we are unable to increase our share of deposits in our markets, we may accept out of market and brokered deposits, the costs of which may be higher than
expected.
We can offer no assurance that we will be able to maintain or increase our market share of deposits in our highly
competitive service areas. If we are unable to do so, we may be forced to accept increased amounts of out of market or brokered deposits. At times, the cost of out of market and brokered deposits exceeds the cost of deposits in our local market. In
addition, the cost of out of market and brokered deposits can be volatile, and if we are unable to access these markets or if our costs related to out of market and brokered deposits increases, our liquidity and ability to support demand for loans
could be adversely affected.
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Our continued growth and current level of earnings may require us to raise additional capital in the future, but
that capital may not be available when it is needed.
We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. We anticipate our capital resources as a result of the recent sale of the Series A Preferred Stock to the Treasury will satisfy our capital requirements for the foreseeable future. We may at some
point, however, need to raise additional capital to support our continued growth.
Our ability to raise additional capital, if needed, will
depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. Accordingly, we cannot give any assurance that we will be able to raise additional capital if needed on terms acceptable to
us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.
Changes in interest rates may negatively affect our earnings and the value of our assets.
Our earnings and cash flows are largely dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earnings assets, such as loans and investment securities, and interest
expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Interest rates are sensitive to many factors that are beyond our control, including general economic conditions, competition and policies of various governmental
and regulatory agencies and, in particular, the policies of the Board of Governors of the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Bank receives on loans and
investment securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect (i) the Bank’s ability to originate loans and obtain deposits, (ii) the fair value of our financial assets and
liabilities, including the held-to-maturity, available for sale, and trading securities portfolios, and (iii) the average duration of our interest-earning assets. This also includes the risk that interest-earning assets may be more
responsive to changes in interest rates than interest-bearing liabilities, or vice versa (repricing risk), the risk that the individual interest rates or rates indices underlying various interest-earning assets and interest-bearing liabilities may
not change in the same degree over a given time period (basis risk), and the risk of changing interest rate relationships across the spectrum of interest-earning asset and interest-bearing liability maturities (yield curve risk), including a
prolonged flat or inverted yield curve environment. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse affect on our financial condition and results of operations.
Competition from financial institutions and other financial service providers may adversely affect our profitability.
The banking business is highly competitive and we experience competition in each of our markets from many other financial institutions. We compete with
commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other super-regional,
national and international financial institutions that operate offices in our primary market areas and elsewhere.
We compete with these
institutions both in attracting deposits and in making loans. In addition, we have to attract our customer base from other existing financial institutions and from new residents. Many of our competitors are well-established, larger financial
institutions. While we believe we can and do successfully compete with these other financial institutions in our primary markets, we may face a competitive disadvantage as a result of our smaller size, lack of geographic diversification and
inability to spread our marketing costs across a broader market. Although we compete by concentrating our marketing efforts in our primary markets with local advertisements, personal contacts, and greater flexibility and responsiveness in working
with local customers, we can give no assurance this strategy will be successful.
We are subject to extensive regulation that could limit or restrict
our activities.
We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive
regulation by various federal and state agencies. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged,
interest rates paid on deposits and locations of offices. We are also subject to capitalization guidelines established by our regulators, which require us to maintain adequate capital to support our growth.
The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business
and profitability. Because government regulation greatly affects the business and financial results of all financial institutions and financial institutions holding companies, our cost of compliance could adversely affect our ability to operate
profitably.
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We face regulatory risks related to our commercial real estate loan concentrations.
Commercial real estate, or “CRE,” is cyclical and poses risks of possible loss due to concentration levels and similar risks of the asset
class. The banking regulators are more closely scrutinizing CRE lending and may require banks with higher levels of CRE loans to implement more rigorous underwriting, internal controls, risk management policies and portfolio stress testing, as well
as possibly requiring higher levels of allowances for possible loan losses and capital levels as a result of CRE lending growth and exposures.
We
are dependent upon the services of our management team.
Our future success and profitability is substantially dependent upon the
management and banking abilities of our senior executives. We believe that our future results will also depend in part upon our attracting and retaining highly skilled and qualified management and other personnel. Competition for such personnel is
intense, and we cannot assure you that the Company will be successful in retaining such personnel. We also cannot guarantee that members of our executive management team will remain with us. Changes in key personnel and their responsibilities may be
disruptive to the Company’s business and could have a material adverse effect on our business, financial condition and results of operations.
Our profitability could be adversely affected if we are unable to promptly deploy the capital raised in our recent offering
We may not be able to immediately deploy all of the capital raised in the recent sale of the Series A Preferred Stock to the Treasury. Investing the offering proceeds in securities until we are able to deploy the proceeds will provide
lower margins than we generally earn on loans, potentially adversely affecting shareholder returns, including earnings per share, return on assets and return on equity.
Risk Related to an Investment in Our Securities
Because of our participation in the Treasury’s Capital
Purchase Program, we are subject to several restrictions including restrictions on our ability to declare or pay dividends and repurchase our shares as well as restrictions on our executive compensation.
On December 23, 2008, pursuant to the Purchase Agreement, the Company issued to the Treasury for aggregate consideration of $10,685,000:
(i) 10,685 shares of Series A Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share; and (ii) a warrant to purchase 228,312 shares of the Company’s common stock, par value $0.05 per
share. Pursuant to the terms of the Purchase Agreement, our ability to declare or pay dividends on any of our shares is limited. Specifically, we are unable to declare dividend payments on common, junior preferred or
pari passu
preferred
shares if we are in arrears on the dividends on the Series A Preferred Stock. In addition, our ability to repurchase our shares is restricted. Treasury consent generally is required for us to make any stock repurchase until the third
anniversary of the investment by the Treasury unless all of the Series A Preferred Stock has been redeemed or transferred. Further, common, junior preferred or
pari passu
preferred shares may not be repurchased if we are in arrears on the
Series A Preferred Stock dividends.
In addition, pursuant to the terms of the Purchase Agreement, we adopted the Treasury’s standards
for executive compensation and corporate governance for the period during which the Treasury holds the equity issued pursuant to the Purchase Agreement, including the common stock which may be issued pursuant to the warrant. These standards
generally apply to our Chief Executive Officer, Chief Financial Officer and the three next most highly compensated senior executive officers. The standards include (1) ensuring that incentive compensation for senior executives does not
encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria
that are later proven to be materially inaccurate; (3) prohibition on making golden parachute payments to senior executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each senior
executive. In particular, the change to the deductibility limit on executive compensation will likely increase the overall cost of our compensation programs in future periods. Since the warrant has a ten year term, we could potentially be
subject to the executive compensation and corporate governance restrictions for a ten year time period.
Future capital needs could result in
dilution of an investment in our shares.
Our Board of Directors may determine from time to time that there is a need to obtain
additional capital through the issuance of additional shares of our common stock or other securities. These issuances would dilute the ownership interests of our shareholders and may dilute the per share book value of our common stock. New investors
may also have rights, preferences and privileges senior to our shareholders which may adversely impact our shareholders. Furthermore, future additional dilution may result from exercises of outstanding stock options and warrants.
7
Although publicly traded, the trading market in our common stock is less liquid and the price of our common stock
due to this limited trading market may be more volatile in the future.
Our common stock is thinly traded. Thinly traded stock can
be more volatile than stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained. In recent years, the stock market has experienced a high level of price
and volume volatility, and market prices for the stock of many companies have experienced wide price fluctuations that have not necessarily been related to their operating performance. Therefore, our shareholders may not be able to sell their shares
at the volumes, prices, or times that they desire.
Our ability to pay dividends is limited and we may be unable to pay future dividends.
Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital and is
dependent upon the receipt of dividends from the Bank and cash available at the holding company. The ability of the Bank to pay dividends to us is limited by its obligation to maintain sufficient capital and by other general restrictions on their
dividends that are applicable to thrifts that are regulated by the OTS. We have never paid a cash dividend on our common stock.
Our preferred
shares impact net income available to our common shareholders and our earnings per share
As long as there are shares of Series A
Preferred Stock outstanding, no dividends may be paid on our common stock unless all dividends on the preferred shares have been paid in full. The dividends declared on our Series A Preferred Stock will reduce the net income available to common
shareholders and our earnings per common share. Additionally, warrants to purchase our common stock issued to the Treasury in conjunction with the Series A Preferred Stock, may be dilutive to our earnings per share. The Series A Preferred
Stock will also receive preferential treatment in the event of liquidation, dissolution or winding up of our business.
We may issue debt and equity
securities or securities convertible into equity securities, which are senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to
all of our assets, or by issuing debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, common stock, warrants, or other securities convertible into
common stock. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to the holders of our common stock. Because our decision to incur debt and issue
securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could
require us to accept less favorable terms for the issuance of our securities in the future.
USE OF PROCEEDS
We will not receive any proceeds from any sale of the securities by the selling securityholders.
PLAN OF DISTRIBUTION
We are registering the securities covered by this prospectus for the selling securityholders. We will pay the costs and fees of registering the securities covered by this prospectus and other expenses related to the registration of the
securities to the extent required by the Purchase Agreement. However, the Company will not pay any underwriting discounts or commissions or other amounts payable to underwriters, dealers or agents, or any transfer taxes or other expenses associated
with the sale of the securities, on behalf of the selling securityholders. Pursuant to the Purchase Agreement, the Company has agreed to provide certain indemnification to the selling securityholders against certain liabilities, including certain
liabilities under the Securities Act, in connection with this offering. The selling securityholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale of the securities. The securities
being offered hereby may be sold from time to time, by the selling securityholders by one or more of the following methods:
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to or through underwriting syndicates represented by managing underwriters;
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through one or more underwriters without a syndicate for them to offer and sell to the public;
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through broker-dealers or agents; and
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to investors directly in negotiated sales or in competitively bid transactions.
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If the selling securityholders use underwriters in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire
the securities for their own account. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless indicated otherwise, the underwriters will be obligated to purchase all the securities of
the series offered if any of the securities are purchased.
Unless otherwise indicated, when securities are sold through an agent, the
designated agent will agree, for the period of its appointment as agent, to use its best efforts to sell the securities for the account of the selling securityholders and will receive commissions from the selling securityholders.
Broker-dealers, agents or underwriters may receive compensation in the form of discounts, concessions or commissions from the selling securityholders
and/or the purchasers of securities for whom such broker-dealers, agents or underwriters may act as agents or to whom they sell as principal, or both (this compensation to a particular broker-dealer might be in excess of customary commissions).
The selling securityholders may also sell offered securities directly. In this case, no underwriters or agents would be involved. The
securities may be sold from time to time in one or more transactions:
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at fixed prices, which may be changed;
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at market prices prevailing at the time of the sale;
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at varying prices determined at the time of sale; or
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These sales
may be affected in transactions, which may involve crosses or block transactions:
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on any national securities exchange or quotation service on which the preferred stock or the common stock may be listed or quoted at the time of sale, including, as
of the date of this prospectus, the NASDAQ Capital Market in the case of the common stock;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges or services or in the over-the-counter market; or
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through the writing of options, whether the options are listed on an options exchange or otherwise.
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Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A promulgated under the Securities Act may also be
sold under Rule 144 or Rule 144A in certain instances, rather than pursuant to this prospectus. In addition to selling the securities under this prospectus, the selling securityholders may transfer the securities in other ways not
involving market makers or established trading markets, including directly by gift, distribution, or other transfer. The selling securityholders may also transfer the shares by other means not described in this prospectus. Moreover, the selling
securityholders may decide not to sell any securities offered hereby.
In addition, in connection with the sale of the securities or
otherwise, the selling securityholders may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions, which may in turn engage in short
sales of the common stock issuable upon exercise of the warrant in the course of hedging the positions they assume. The selling securityholders may also sell short the common stock issuable upon exercise of the warrant and deliver common stock to
close out short positions, or loan or pledge the Series A Preferred Stock or the common stock issuable upon exercise of the warrant to broker-dealers that in turn may sell these securities.
In offering the securities covered by this prospectus, the selling securityholders and any broker-dealers who execute sales for the selling
securityholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. Any profits realized by the selling securityholders and the compensation of any
broker-dealer may be deemed to be underwriting discounts and commissions. Selling securityholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain statutory and regulatory liabilities, including liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
The selling securityholders and any underwriters and distribution participants will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares by the selling securityholders. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market making
9
and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to
special exceptions or exemptions. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the securities in the market. All of these limitations may affect the marketability of the securities and the ability of any
person to engage in market-making activities with respect to the securities.
Underwriters and others who are deemed to be underwriters
under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids.
We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, upon being notified by the selling
securityholders that a material arrangement has been entered into with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer. Such prospectus supplement will disclose:
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the name of the selling securityholders and any participating broker, dealer, agent or underwriter;
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the number and type of securities involved;
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the price at which such securities were sold;
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any securities exchanges on which such securities may be listed;
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the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and
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other facts material to the transaction.
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In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
SELLING SECURITYHOLDERS
On December 23, 2008, we
issued the warrant to the Treasury, which is the initial selling securityholder under this prospectus, in a transaction exempt from the registration requirements of the Securities Act. The initial selling securityholder, or its successors,
including transferees, may from time to time offer and sell, pursuant to this prospectus or a supplement to this prospectus, any or all of the securities they own. The securities to be offered under this prospectus for the account of the selling
securityholders are 228,312 shares of our common stock issuable upon exercise of the warrant, which shares, if issued, would represent ownership of approximately 5.21% of our common stock as of January 21, 2009.
For purposes of this prospectus, we have assumed that, after completion of the offering covered by this prospectus, none of the securities covered by
this prospectus will be held by the selling securityholders.
Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to the securities. To our knowledge, the initial selling securityholder has sole voting and investment power with respect to the securities.
We do not know when or in what amounts the selling securityholders may offer the securities for sale. The selling securityholders might not sell any or
all of the securities offered by this prospectus. Because the selling securityholders may offer all or some of the securities pursuant to this offering, and because currently no sale of any of the securities is subject to any agreements,
arrangements or understandings, we cannot estimate the number of the securities that will be held by the selling securityholders after completion of the offering.
Other than with respect to the acquisition of the securities, the initial selling securityholder has not had a material relationship with us. Information about the selling securityholders may change over time and
changed information will be set forth in supplements to this prospectus if and when necessary.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended
December 31, 2007 have been audited by Hacker, Johnson & Smith, P.A., Tampa, Florida independent auditors, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
10
LEGALITY
Unless otherwise indicated in the applicable prospectus supplement, certain legal matters with respect to the securities offered hereby will be passed
upon for us by Igler & Dougherty, P.A., Tallahassee, Florida. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be
named in the prospectus supplement relating to such offering.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution
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The
following table sets forth the various expenses payable in connection with the sale and distribution of the securities being registered, other than underwriting discounts and commission. All of such expenses will be paid by underwriting discounts
and commissions. All of such expenses will be paid by us. We will not, however, pay for expense such as commissions and discounts of brokers, dealers or agents for the fees and expenses of counsel, if any, for the selling shareholders. All of the
amounts shown are estimates, except for the SEC registration fee.
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SEC Registration Fee
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$
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62.99
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Accounting fees and expenses
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5,000.00
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Legal fees and expenses
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10,000.00
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Printing and shipping
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5,000.00
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Miscellaneous
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5,000.00
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Total
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$
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20,062.99
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Item 15.
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Indemnification of Directors and Officers
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As
provided under Florida law, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of duty of care or any other duty owed to us as a director, unless the breach of or failure to perform those duties
constitutes:
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a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful, or had no reasonable cause to believe his conduct was
unlawful;
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a transaction from which the director received an improper personal benefit;
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an unlawful corporate distribution;
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an act or omission which involves a conscious disregard for the best interests of the Company or which involves willful misconduct; or
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an act of recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety or property.
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The Company’s Bylaws provide that we shall indemnify a director who has been
successful in the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a director of the Company, against reasonable expense incurred by him in connection with such defense.
Our Bylaws also provide that we are required to indemnify any director, officer, employee or agent made a party to a proceeding because he
is or was a director, employee or agent against liability incurred in the proceeding if he acted in a manner he believed in good faith or to be in or not opposed to the best interests of the Company and, in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful. Determination concerning whether or not the applicable standard of conduct has been met can be made by: (i) a disinterested majority of the board of directors; (ii) a majority of
a committee of disinterested directors; (iii) independent legal counsel; or (iv) an affirmative vote of a majority of shares held by disinterested stockholders.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
II-1
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*
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Exhibits marked with an asterisk were submitted with Registrant’s Form SB-2 on April 7, 2003.
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**
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Exhibits marked with a double asterisk were submitted with the Registrant’s Form 10-K on March 15, 2006.
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3.1*
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Amended and Restated Articles of Incorporation
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3.2*
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Bylaws
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3.3**
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Amendment to Amended and Restated Articles of Incorporation
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5.1
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Opinion of Igler & Dougherty, P.A.
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23.1
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Consent of Hacker, Johnson & Smith, P.A.
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23.2
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Consent of Igler & Dougherty, P.A. (included in Exhibit 5.1)
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Power of Attorney (included in signature page)
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in the registration statement;
provided
,
however
, that clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15 of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) That, for purposes of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided,
however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date; and
II-2
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the
initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That for purposes of determining any liability under the Securities
Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof; and
(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the provisions described in Item 15 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pinellas Park, State of Florida, on January 20, 2009.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA
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Date: January 20, 2009
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By:
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/s/ Kenneth P. Cherven
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Kenneth P. Cherven
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Principal Executive Officer, Chief Executive Officer, President and Director
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Date: January 20, 2009
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By:
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/s/ Stan B. McClelland
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Stan B. McClelland
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Principal Financial Officer and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, and any rules and
regulations promulgated thereunder, this Registration Statement, has been signed by the following persons in the capacities and on the dates indicated.
Each of the undersigned, being a director or officer of First Community Bank Corporation of America, hereby constitutes and appoints Kenneth P. Cherven and Stan B. McClelland, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Registration Statements on Form S-3 pursuant to the
requirements of the Securities Act of 1933, as amended, or such other form as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto, each in such form as they or any one of them may
approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done so that such Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/ Brad Bishop
Brad
Bishop
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Director
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January 20, 2009
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/s/ Kenneth P. Cherven
Kenneth P. Cherven
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Chief Executive Officer, President and Director
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January 20, 2009
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/s/ Kenneth Delarbre
Kenneth Delarbre
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Director
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|
January 20, 2009
|
|
|
|
|
|
/s/ Kenneth F. Faliero
Kenneth F. Faliero
|
|
Director
|
|
January 20, 2009
|
|
|
|
|
|
Edwin C. Hussemann
|
|
Director
|
|
|
|
|
|
|
|
James Macaluso
|
|
Director
|
|
|
|
|
|
|
|
/s/ David K. Meehan
David K. Meehan
|
|
Director
|
|
January 20, 2009
|
|
|
|
|
|
/s/ Robert G. Menke
Robert G. Menke
|
|
Director
|
|
January 20, 2009
|
|
|
|
|
|
/s/ Robert M. Menke
Robert M. Menke
|
|
Director
|
|
January 20, 2009
|
EXHIBIT INDEX
|
*
|
Exhibits marked with an asterisk were submitted with Registrant’s Form SB-2 on April 7, 2003.
|
|
**
|
Exhibits marked with a double asterisk were submitted with the Registrant’s Form 10-K on March 15, 2006.
|
|
|
|
|
|
3.1*
|
|
Amended and Restated Articles of Incorporation
|
|
|
|
|
3.2*
|
|
Bylaws
|
|
|
|
|
3.3**
|
|
Amendment to Amended and Restated Articles of Incorporation
|
|
|
|
|
5.1
|
|
Opinion of Igler & Dougherty, P.A.
|
|
|
|
|
23.1
|
|
Consent of Hacker, Johnson & Smith, P.A.
|
|
|
|
|
23.2
|
|
Consent of Igler & Dougherty, P.A. (included in Exhibit 5.1)
|
|
|
|
|
24
|
|
Power of Attorney (included in signature page)
|
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