fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or
settlement of such proceedings, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. The FBCA provides that a
corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or
officer of the corporation against expenses incurred by the individual in connection with the proceeding. However, the FBCA further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any
officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of the action so adjudicated and constitute: (i) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction in which the director or officer derived an improper personal benefit; (iii) in the
case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the FBCA or the corporation’s articles of incorporation; or (iv) willful or intentional misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
Article VII of our Bylaws provides that we shall indemnify and hold harmless any director, officer, employee or agent or any former director,
officer, employee or agent to the fullest extent permitted by Florida law, and advance his or her expenses incurred in defending any proceeding in advance of its final disposition to the fullest extent permitted by Florida law. The Registrant has
purchased insurance with respect to, among other things, any liabilities that may arise under the statutory provisions referred to above.
We have entered into separate employment agreements with certain of our officers. These agreements require us to, among other things,
indemnify such officers against certain liabilities that may arise by reason of their status or service as officers.
Item 7. Exemption from
Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits
accompanying this Registration Statement are listed on the accompanying Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings.
(a) The
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 the 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
Commission 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;
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