As
filed with the Securities and Exchange Commission on November 6, 2023
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOAST BANKING CORPORATION
OF
FLORIDA
(Exact name of registrant as specified in its charter)
Florida
(State
or other jurisdiction of
incorporation or organization) |
59-2260678
(IRS
Employer
Identification Number) |
Seacoast
Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
Telephone: (772) 287-4000
(Address, including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Charles
M. Shaffer
Chairman and Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
Telephone: (772) 287-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to:
Randolph
A. Moore III
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
Telephone: (404) 881-7794
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
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. ¨
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. ¨
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.
x
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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer x |
|
Accelerated
filer ¨ |
Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
|
|
|
|
|
Emerging
growth company ¨ |
|
|
(Do
not check if a smaller reporting company) |
|
PROSPECTUS
Dividend Reinvestment and Stock Purchase Plan
500,000 Shares of
Common Stock, $0.10 par value per share
We
are pleased to offer you the opportunity to participate in the Seacoast Banking Corporation of Florida Dividend Reinvestment and Stock
Purchase Plan, or the Plan. The Plan provides our shareholders and prospective shareholders with an easy and inexpensive way to
invest in our common stock and to reinvest all or part of their cash dividends in additional shares of our common stock. The Plan holds
shares of our common stock, which is listed on the NASDAQ Global Select Market under the symbol “SBCF.” On November 3,
2023, the closing price of our common stock was $23.02 per share.
Key features of the Plan allow you to:
| ¨ | enroll
in the Plan for free; |
| ¨ | buy
shares through the Plan without brokerage fees or commissions; |
| ¨ | build
your ownership over time; |
| ¨ | automatically
and fully reinvest any cash dividends in whole and fractional shares; |
| ¨ | automatically
purchase additional shares through optional monthly cash investments with transfers from
your bank account of as little as $50 per month and achieve the benefits of dollar cost averaging
over time; |
| ¨ | withdraw,
transfer or sell your shares easily; |
| ¨ | own
and transfer your shares without holding or delivering paper stock certificates (you may
obtain a certificate for your shares at any time); and |
| ¨ | enroll
in the Plan and access your account, and change your investment elections at any time over
the Internet. |
Investing
in our common stock involves risks. You should carefully read and consider the risks included in our periodic reports and
other information that we file with the Securities and Exchange Commission, including the information referred to under the heading “Risk
Factors,” beginning on page 5 before investing in shares of our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
These
securities are not savings accounts or deposits or obligations of any bank and are not insured by the FDIC or any government
agency.
The
date of this prospectus is November 6, 2023.
TABLE OF CONTENTS
Page
IMPORTANT NOTICE ABOUT
INFORMATION IN THIS PROSPECTUS
Please
read this prospectus carefully and any accompanying prospectus supplements, which we refer to collectively as the “prospectus.”
If you own shares of our common stock now, or if you decide to buy shares in the future, then please keep this prospectus with your permanent
investment records, since it contains important information about our Dividend Reinvestment and Stock Purchase Plan.
You should rely only on the information contained
or incorporated in this prospectus. We have not authorized anyone to provide you with different information. We are not offering any
of our shares in any state or other jurisdiction where the offer or sale of shares is not permitted. You should not assume that the information
contained in this prospectus is accurate as of any date later than the date of this prospectus.
When used in this prospectus, the terms “Seacoast,”
“company,” “issuer,” “we,” “our,” and “us” refer to Seacoast Banking Corporation
of Florida and its consolidated subsidiaries, unless otherwise specified.
WHERE YOU CAN FIND MORE
INFORMATION
We
file annual, quarterly and special reports, proxy statements and other information with the SEC. Our filings with the SEC are available
to the public through the SEC’s Internet site at www.sec.gov. Our common stock is listed on the NASDAQ Global Select
Market under the symbol “SBCF.” Each prospectus supplement will indicate if the securities offered thereby will be listed
on any securities exchange.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC’s rules allow us to incorporate
by reference information into this prospectus. This means that we can disclose important information to you by referring you to another
document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports
filed by us with the SEC after the date of this prospectus will automatically update and, where applicable, supersede any information
contained in this prospectus or incorporated by reference in this prospectus.
We incorporate by reference the following documents
or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not “filed”
in accordance with SEC rules):
| · | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 10,
2023, and for the quarter ended June 30, 2023, filed on August 9,
2023; |
| · | All
documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on
or after the date of this prospectus and before the termination of this offering (except
for information furnished to the SEC that is not deemed to be “filed” for purposes
of the Exchange Act). |
We will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents
referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless
they are specifically incorporated by reference into those documents. You may request a copy of these filings, at no cost, by writing
or telephoning us at:
Seacoast Banking Corporation of Florida
815 Colorado Avenue
P.O. Box 9012
Stuart, Florida 34995
Attention: Investor Relations
Telephone: (772) 287-4000
Facsimile: (772) 288-6012
We also maintain an Internet site at www.seacoastbanking.com
at which there is additional information about our business, but the contents of that site are not incorporated by reference into,
and are not otherwise a part of, this prospectus.
SPECIAL
CAUTIONARY NOTICE REGARDING
FORWARD-LOOKING STATEMENTS
Certain
of the statements made or incorporated by reference in this prospectus are “forward-looking statements” within the meaning
of, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to
our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, and intentions about future performance,
and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual
results, performance or achievements to be materially different from those set forth in the forward-looking statements.
All
statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking
statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,”
“indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “further,” “plan,” “point to,” “project,” “could,”
“intend,” “target,” and other similar expressions or statements regarding future periods. These forward-looking
statements may not be realized due to a variety of factors, including, without limitation:
| · | the
impact of current and future economic and market conditions generally (including seasonality)
and in the financial services industry, nationally and within Seacoast’s primary market
areas, including the effects of inflationary pressures, changes in interest rates, slowdowns
in economic growth, and the potential for high unemployment rates, as well as the financial
stress on borrowers and changes to customer and client behavior and credit risk as a result
of the foregoing; |
| · | potential
impacts of adverse developments in the banking industry highlighted by high-profile bank
failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory
response thereto; |
| · | use
of proceeds from any sale of securities by us; |
| · | governmental
monetary and fiscal policies, including interest rate policies of the Board of Governors
of the Federal Reserve (“Federal Reserve”), as well as legislative, tax and regulatory
changes, including those that impact the money supply and inflation; |
| · | changes
in accounting policies, rules and practices; |
| · | the
risks of changes in interest rates on the level and composition of deposits (as well as the
cost of, and competition for, deposits), loan demand, liquidity and the values of loan collateral,
securities, and interest rate sensitive assets and liabilities; |
| · | interest
rate risks, sensitivities and the shape of the yield curve; |
| · | changes
in retail distribution strategies, customer preferences and behavior generally and as a result
of economic factors, including heightened inflation; |
| · | changes
in borrower credit risks and payment behaviors, including the ability for borrowers under
deferred payment programs to return to making full payments; changes in the availability
and cost of credit and capital in the financial markets; |
| · | changes
in the prices, values and sales volumes of residential and commercial real estate; the Company’s
ability to comply with any regulatory requirements; |
| · | the
effects of problems encountered by other financial institutions that adversely affect Seacoast
or the banking industry; |
| · | Seacoast’s
concentration in commercial real estate loans and in real estate collateral in Florida; |
| · | inaccuracies
or other failures from the use of models, including the failure of assumptions and estimates,
as well as differences in, and changes to, economic, market and credit conditions; |
| · | the
impact on the valuation of Seacoast’s investments due to market volatility or counterparty
payment risk, as well as the effect of a decline in stock market prices on our fee income
from our wealth management business; |
| · | statutory
and regulatory dividend restrictions; |
| · | increases
in regulatory capital requirements for banking organizations generally; |
| · | the
risks of mergers, acquisitions and divestitures, including Seacoast’s ability to continue
to identify acquisition targets, successfully acquire and integrate desirable financial institutions
and realize expected revenues and revenue synergies; |
| · | changes
in technology or products that may be more difficult, costly, or less effective than anticipated; |
| · | the
Company’s ability to identify and address increased cybersecurity risks, including
those impacting vendors and other third parties; |
| · | fraud
or misconduct by internal or external parties, which Seacoast may not be able to prevent,
detect or mitigate; |
| · | inability
of Seacoast’s risk management framework to manage risks associated with the business; |
| · | dependence
on key suppliers or vendors to obtain equipment or services for the business on acceptable
terms; |
| · | reduction
in or the termination of Seacoast’s ability to use the online or mobile-based platform
that is critical to the Company’s business growth strategy; |
| · | the
effects of war or other conflicts, including the impacts related to or resulting from Russia’s
military action in Ukraine and conflict in Israel and the surrounding region, acts of terrorism,
natural disasters (including hurricanes in the Company’s footprint), health emergencies,
epidemics or pandemics, or other catastrophic events that may affect general economic conditions; |
| · | unexpected
outcomes of, and the costs associated with, existing or new litigation involving the Company; |
| · | Seacoast’s
ability to maintain adequate internal controls over financial reporting; potential claims,
damages, penalties, fines and reputational damage resulting from pending or future litigation,
regulatory proceedings and enforcement actions; |
| · | the
risks that deferred tax assets could be reduced if estimates of future taxable income from
the Company’s operations and tax planning strategies are less than currently estimated
and sales of capital stock could trigger a reduction in the amount of net operating loss
carryforwards that the Company may be able to utilize for income tax purposes; |
| · | the
effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer
finance companies, credit unions, non-bank financial technology providers, securities brokerage
firms, insurance companies, money market and other mutual funds and other financial institutions
operating in the Company’s market areas and elsewhere, including institutions operating
regionally, nationally and internationally, together with such competitors offering banking
products and services by mail, telephone, computer and the Internet; |
| · | the
failure of assumptions underlying the estimate of reserves for expected credit losses; |
| · | the
risk of deposit and customer attrition; |
| · | any
changes in deposit mix; |
| · | unexpected
operating and other costs, which may differ or change from expectations; |
| · | the
risks of customer and employee loss and business disruptions, including, without limitation,
the results of difficulties in maintaining relationships with employees; |
| · | the
inability to grow the customer and employee base; |
| · | the
difficulties and risks inherent with entering new markets; |
| · | risks
related to environmental, social and governance ("ESG") matters, the scope and
pace of which could alter Seacoast's reputation and shareholder, associate, customer and
third-party affiliations; and |
| · | other
factors and risks described under “Risk Factors” herein and in any of our subsequent
reports filed with the SEC and available on its website at www.sec.gov. |
All written or oral forward-looking statements
that are made by us or are attributable to us are expressly qualified in their entirety by this cautionary notice. We assume no obligation
to update, revise or correct any forward-looking statements that are made from time to time, either as a result of future developments,
new information or otherwise, except as may be required by law.
SEACOAST BANKING CORPORATION
OF FLORIDA
The
following is a very brief summary of our business. It does not contain all of the information that may be important to
you. Before you decide to purchase shares or to participate in the Plan, you should read carefully this entire prospectus and any other
information we refer to in, or incorporated by reference into, this prospectus.
Seacoast is a bank holding company, incorporated
in Florida in 1983, and registered under the Bank Holding Company Act of 1956, as amended. Our principal subsidiary is Seacoast National
Bank, a national banking association. Seacoast National Bank commenced its operations in 1933 and operated as “First National Bank &
Trust Company of the Treasure Coast” prior to 2006 when it changed its name to Seacoast National Bank.
We are one of the largest community banks headquartered
in Florida, with approximately $14.8 billion in assets and $12.1 billion in deposits as of September 30, 2023. Seacoast provides
integrated financial services including commercial and consumer banking, wealth management, and mortgage services to customers at 77
full-service branches across Florida, and through advanced mobile and online banking solutions.
Our principal executive offices are located at
815 Colorado Avenue, Stuart, Florida 34994, and the telephone number at that address is (772) 287-4000. Our website is located at www.seacoastbanking.com.
We are not incorporating any information from our website into this prospectus, and none of the information on our website is included
or made a part of this prospectus.
RISK FACTORS
Our
business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and
incorporated by reference in this prospectus, including the risks described under “Risk Factors” in our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (which descriptions
are incorporated by reference herein), as well as the other information and filings that we make with the SEC before making a decision
to invest in our securities. We encourage you to read these risk factors in their entirety. In addition to these risks, other risks and
uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations and financial
condition. Such risks could cause actual results to differ materially from anticipated results, which could cause the trading price of
our common stock to decline, perhaps significantly, and you may lose part or all of your investment.
USE OF PROCEEDS
We intend to use any net proceeds that we receive
from our sale of the newly issued securities offered by this prospectus for general corporate purposes.
THE
PLAN
What is the Purpose of the Plan?
The
Plan provides our existing shareholders and new investors with a convenient and economical means of purchasing shares of our common stock
and investing all or a portion of any cash dividends in additional shares, all without payment of brokerage commissions, service
charges or other fees. In addition, the Plan can provide us with a means of raising additional capital for general corporate purposes
through the sale of common stock under the Plan.
Who Can Join?
The Plan presently is open to United States residents
only. If you are a United States resident, you may participate in the Plan in one of the following ways:
| ¨ | Current
Seacoast Shareholders of Record. If you have at least one share of our common stock
registered in your name, you are eligible to join the Plan. If you hold shares through a
bank or broker (that is, in “street name”), then you may become eligible to join
the Plan by asking the bank or broker to have at least one share registered in your name.
You must keep at least one share in your Plan account to maintain your eligibility. |
| ¨ | Other
Investors may make an Initial Cash Investment of at Least $1,000. If you are not
a shareholder of record of Seacoast, you can become eligible to participate in the Plan by
initially investing at least $1,000 into the Plan, and you can invest up to a maximum of
$250,000 annually. Your initial investment will be used to purchase shares of our common
stock for your Plan account. |
How Do I Enroll?
| ¨ | Current
Shareholders of Record. If you are the holder of record of at least one share of
our common stock, then you may enroll in the Plan by completing the enrollment form that
accompanies this prospectus and returning it to the Plan administrator, Continental Stock
Transfer & Trust Company. If you own shares but they are held in street name, then
you may become an owner of record by asking to have your shares registered in your name.
At least one of your shares needs to be transferred into your name as the record owner before
you become eligible to participate in the Plan. Once you have at least one share registered
in your name, you may enroll in the Plan by completing the enrollment form and returning
it to the Plan administrator. After you enroll, all of your shares that are registered in
the exact same name as on the transaction form and held by you as the record owner, whether
you acquired them before or after you joined the Plan, will automatically be treated as Plan
shares. Shares held by your broker or bank may not participate in the Plan or be entitled
to reinvest dividends under the Plan. The Plan administrator must receive your transaction
form at least five days prior to the dividend record date for your cash dividends for that
quarter to be reinvested. |
| ¨ | Persons
Who Are Not Shareholders. If you are not a shareholder, then you may enroll in the
Plan by filling out the enrollment form that accompanies this prospectus and returning it
to the Plan administrator, Continental Stock Transfer & Trust Company, together
with a check for at least $1,000 (up to a maximum annual investment of $250,000) payable
to “Continental Stock Transfer & Trust Company.” |
Can Our Officers or Directors Participate In the Plan?
Seacoast’s
officers and directors may participate in the Plan. However, optional cash investments and purchases of our shares of common stock with
reinvested dividends by our directors and officers must be made in compliance with our company policies as well as all applicable
laws and regulations.
Will Cash Dividends Be Paid While the Plan is in Effect?
Our
board of directors has the discretion to declare and pay cash dividends from time to time, subject to statutory and regulatory requirements,
our capital adequacy, earnings, liquidity and other factors. The Company has paid quarterly dividends since the second quarter
of 2021. Whether the Company continues to pay quarterly dividends and the amount of any such dividends will be at the discretion of our
board of directors and will depend on our earnings, financial condition, results of operations, business prospects, capital requirements,
regulatory restrictions, and other factors that our board of directors may deem relevant. The amount and timing of dividends is at our
discretion and may be changed, or the payment of dividends terminated, at any time without notice. Under the Plan, all cash dividends
paid on shares held in the Plan will be automatically reinvested to purchase additional shares.
How Do I Make Optional Cash Investments Through the Plan?
| ¨ | Additional
Investments. Once you are enrolled in the Plan, you can make additional cash investments
at any time with as little as $50, subject to a maximum aggregate annual investment of $250,000,
either by check or by automatic deduction from your bank account. Participants that would
like to make on-going purchases will have their purchases scheduled on a monthly basis. |
| · | Payment
by Check. If you wish to make additional investments by check, then you may forward a
check made payable to “Continental Stock Transfer & Trust Company,”
as Plan administrator, together with a completed transaction form. |
| · | Payment
by Direct Draft or Debit Transaction. If you wish to begin having funds automatically
withdrawn from your bank account on a monthly basis to purchase additional shares of our
common stock under the optional cash investment feature of the Plan, please indicate on the
transaction form, or any subsequent transaction form, as applicable, the bank deposit account
that you wish to periodically debit and from which you wish the funds to be paid, and the
amount of cash investment to be made each month. Please include a voided check for the account
as well. Once you have submitted the proper form and indicated the automatic monthly deduction
amounts, funds will be drawn from your designated bank account on or about the 22nd day of
each month, and will be invested in additional shares of our common stock under the terms
of the Plan. |
| · | Changes
to Your Preferences. You may change your optional cash investment preferences, change
the amount drawn from your bank account each month or the bank account from which your funds
are to be drawn by completing and sending a transaction form to the Plan administrator. |
| ¨ | Maximum
Annual Investment. The most that you can invest (not including dividends on shares
in the Plan) through the Plan in any calendar year is $250,000. |
| ¨ | Returned
Checks / Failed Transfers. The Plan administrator will process only those purchases
for which it has received good and collected funds. If your check is returned or an automatic
withdrawal cannot be processed due to insufficient funds or otherwise, the Plan administrator
will not process your request until it receives good and collected funds covering your purchase
and any applicable service fee or transaction fee incurred in connection with the insufficient
funds. |
How Can I Change Automatic Investments?
If
you wish to change or stop automatic monthly investments, you should send a completed transaction form to the Plan administrator
changing or terminating your automatic investments. However, the Plan administrator must receive your transaction report on or before
the fifth business day preceding the Plan’s scheduled purchase date in which your next scheduled automatic investment will occur
to avoid having those funds withdrawn from your bank account.
How Do I Purchase Shares Through the Plan?
| ¨ | Dividends
on All Shares in the Plan are Reinvested. All cash dividends paid on shares held
in the Plan, less any applicable withholding taxes, will be automatically reinvested to purchase
additional shares. The Plan does not permit partial reinvestment, and therefore you cannot
direct the reinvestment of cash dividends on fewer than all of your shares in the Plan. |
| ¨ | Delivery
of Funds. We will deliver the cash dividends to the Plan administrator on the dividend
payment date for each quarter for which we pay a dividend. Funds automatically drawn from
your bank account will be delivered to the Plan administrator for optional cash investments
five business days preceding the Plan’s scheduled purchase date, regardless of whether
we declare and pay a dividend during the quarter in which a particular month falls. |
| ¨ | Method
of Purchase. The Plan administrator will, at our election, purchase shares from us,
or purchase shares through the “open market” on the NASDAQ Global Select Market,
in the open market or in negotiated transactions with persons not affiliated with us or any
of our subsidiaries, or any combination of these sources. All purchases will be made through
the Plan administrator, which serves as an independent agent for the Plan. Dividends may
be combined with pending optional cash investments, and purchases may be executed on a combined
basis. |
| ¨ | Timing
of Purchases. The Plan administrator will make reasonable efforts to reinvest the
cash dividends and invest all optional cash investments promptly after receipt of funds,
normally once each month, and in no event later than 30 days after such receipt. In rare
instances, purchases may be delayed to meet regulatory or emergency suspensions of trading
or other events affecting the receipt and execution of orders by brokers or markets. You
will not receive any interest on any cash dividends or optional cash investments pending
their investment. |
You will not be able to instruct the Plan administrator
to purchase shares at a specific time or at a specific price. The Plan administrator must receive funds at least five business days prior
to the Plan’s scheduled purchase date for the current month to ensure shares are purchased for the current month.
| ¨ | Purchase
Prices. If the Plan administrator purchases shares of our common stock in the open
market or in negotiated transactions, then the price at which shares will be deemed to have
been purchased for you will be the weighted average price actually paid at that time to purchase
shares under the Plan. The Plan administrator, in accordance with the provisions of the Plan,
is responsible for determining the timing and pricing of shares to be purchased other than
from us. If the Plan administrator purchases shares of our common stock directly from us
(whether from our treasury account or newly issued shares), your purchase price will be the
average of the NASDAQ Global Select Market high and low prices for the shares on the purchase
date. If no actual trades have occurred on this day, then the price will be the average of
the bid and ask (or high and low) prices on the last day on which an actual trade occurred.
In all cases, the number of shares credited to your account will depend upon the amount of
the cash dividend, and the amount of your optional cash investment, if any, and the purchase
price of the shares. Fractional shares will be credited to your account, computed up to four
decimal places. |
Filling a purchase order may require multiple trades and
may take multiple trading days to complete.
The
price per share of our common stock paid or received by the Plan administrator may be more or less than the price per share
at the time you request a purchase or sale. You may not be able to cancel instructions given to the Plan administrator, except as described
in this prospectus.
| ¨ | Book-Entry
Ownership. All shares purchased through the Plan will be held in book-entry form
in your account on the Plan administrator’s records. Ownership in book-entry form means
that, while you will have full beneficial ownership of your Plan shares, you will not receive
a paper stock certificate. Book-entry ownership eliminates the risk and expense of replacing
lost or stolen certificates, assures that your shares are always available should you need
to deliver them for transfer, and avoids your costs in maintaining a safe deposit box or
other place to store your certificates. However, if you prefer to hold your Plan shares in
certificated form, then you may receive certificates by sending a written request (including
via email) to the Plan administrator. |
How Many Shares will be Purchased for My Plan Account?
The number of shares that will be purchased and
credited to your Plan account depends on the amount of the cash dividend declared and paid, and the amount of your optional cash investment,
if any, and the applicable purchase price to be paid for each share of our common stock. Your Plan account will be credited with the
actual number of shares purchased, including fractional shares carried out to four decimal places.
How Do I Sell My Plan Shares?
You can sell some or all your shares in the Plan
by sending a transaction form to the administrator requesting that your shares be withdrawn from the Plan. The Plan administrator will
sell the shares for you, and send you the proceeds, less any applicable fees (described below).
| ¨ | Sale
Prices. The sale price per share will be the weighted average price per share of
all shares sold in the market to fill a combined sale order for the Plan. |
Filling a sale order may require multiple trades and may
take multiple trading days to complete.
The
price per share of our common stock paid or received by the Plan administrator may be more or less than the price per share
at the time you request a sale. You may not be able to cancel instructions given to the Plan administrator, except as described in this
prospectus.
How Do I Withdraw from the Plan?
| ¨ | You can
withdraw all or a portion of whole shares from your Plan account at any time by sending a
transaction form to the Plan administrator requesting that your shares be withdrawn from
the Plan. After receipt of your request, the appropriate number of shares will be issued
in certificate form and mailed to you. Your dividend reinvestment election will continue
unless you withdraw all your Plan shares, or unless you are no longer the record owner of
such shares. If you withdraw all your Plan shares, your participation in the Plan will be
terminated, and all dividends declared and paid, but with which the Plan administrator has
yet to purchase shares, will be paid to you. The Plan administrator may close any Plan account
that holds less than one share. Any fractional share in your Plan account will be sold, and
a check for the sale proceeds, less applicable fees, will be mailed to your address of record. |
| ¨ | All withdrawal
requests received on or after a declared dividend record date will be processed after dividend
reinvestment shares have been allocated to shareholder accounts. |
Can My Participation in the Plan be Terminated?
| ¨ | We may
also terminate the Plan or your participation in the Plan after written notice in advance
mailed to you at the address appearing in the Plan administrator’s records. If your
participation in the Plan has been terminated, you will receive certificates for whole shares
held in your account and a check for the cash value, less applicable fees, of any fractional
shares held in your account. |
Can I Change the Name on My Plan Account, or Give or Transfer My
Shares in the Plan to Other People?
| ¨ | You may
change the name on your Plan account, transfer shares, or gift shares in your Plan account
at any time by completing the appropriate section of the transaction form that accompanies
this prospectus, and mailing it to the Plan administrator. Transfers may be made in book-entry
or certificated form. |
| ¨ | You can
withdraw all or a portion of the shares from your Plan account at any time by sending a transaction
form to the Plan administrator requesting that your shares be withdrawn from the Plan. After
receipt of your request, the appropriate number of shares will be withdrawn from book-entry
form (unless you have made a written request (including via email) to receive such shares
in certificate form, in which case such certificates will be mailed to your address of record).
Your dividend participation option will remain the same unless you withdraw all of your Plan
shares. |
| ¨ | If you
withdraw all of your whole and fractional Plan shares, your participation in the Plan will
be terminated and any future dividends will be paid by check or direct deposit to your bank
account and will not be reinvested. At its discretion, the Plan administrator also may close
any Plan account that contains less than one share of Company common stock. Any fractional
share in your Plan account will be sold, and a check for the sale proceeds less applicable
fees will be mailed to your address of record. |
Can I Pledge My Plan Shares?
You
may not pledge or assign book-entry shares held in your Plan account. Unless you first remove your shares from the Plan
and request physical stock certificates for the shares, you will not be able to pledge or hypothecate any shares held in your
Plan account. No attempted pledge or hypothecation will be effective because your Plan shares are held by the independent agent in “nominee
name” and in book-entry form for your benefit.
Can the Plan Safekeep My Share Certificates?
If you hold certificates representing shares,
whether or not they were acquired through the Plan, you can deposit them in the Plan for dividend reinvestment and safekeeping. The administrator
will reflect the shares represented by those certificates in book-entry form in your Plan account. To deposit certificates into the Plan
for safekeeping, send them via registered mail to the Plan administrator, Continental Stock Transfer & Trust Company,
at the address set forth under the section “How Do I Obtain Additional Information? How Do I Contact the Administrator?”
A completed and signed transaction form must accompany your certificates, which should not be endorsed. You are responsible
for delivery of such shares, and any certificates that you mail to us should be insured against loss or theft.
How Do I Obtain Certificates for My Shares in the Plan?
You
can obtain certificates for any or all of the whole shares held in your Plan account in book-entry form at any time for free.
To obtain certificates, you must submit a transaction form to the Plan administrator. Please allow 30 days for the administrator to process
your request.
Will
I Have to Pay any Fees to Participate in the Plan?
| ¨ | There
is no fee to enroll in the Plan. |
| ¨ | You will
not be charged any fees or commissions when you reinvest your dividends, purchase or transfer
your shares under the Plan, deposit shares in the Plan for safekeeping or obtain certificates
for shares held in book-entry form. |
| ¨ | If your
check is returned due to non-sufficient funds or otherwise, you will be charged a service
fee of $25.00. Of course, until the administrator receives good funds, it will be unable
to complete the transaction that you requested. |
| ¨ | Upon
the termination of your participation in the Plan through a sale of your shares, you will
incur a fee of $10.00. This fee is a termination fee for the sale and does not include any
broker’s or other fees that you may have to pay. |
| ¨ | We may
change the Plan’s fees and charges at any time upon 30 days’ notice. |
When will I Receive Plan Statements and Forms?
Each time that you reinvest dividends or purchase
shares through the Plan, you will receive a statement confirming your transaction. Each statement will also include a blank transaction
form that will help you make additional investments or withdrawals. Each statement that you receive will be cumulative for the then current
year, and the last statement that you receive in a given year will serve as your annual statement of Plan activities.
What Are the U.S. Federal Income Tax Consequences of My Participation
in the Plan?
The
following is a summary of the U.S. federal income tax consequences of participation in the Plan as of the date of this prospectus. However,
this summary does not reflect every situation that could result from participation in the Plan, and is not intended to apply to
persons who are not U.S. residents or citizens or to certain types of investors, such as tax-exempt entities. We advise you to consult
your own tax advisors for information about your specific situation.
In
general, all dividends that are reinvested in the Plan are taxable to you as dividends for U.S. federal income tax purposes as
if they had been paid to you in cash. In addition, any commissions or fees on purchases of shares purchased through the Plan that are
paid by us on your behalf will be subject to income tax. The total amount of cash dividends and other distributions will be reported
to you and to the Internal Revenue Service on the appropriate tax form shortly after the end of each year.
Your
tax basis in shares purchased or resulting from reinvested dividends under the Plan will be equal to the price at which such shares are
credited to your Plan account, plus the amount of any commissions or fees, if any, with respect to such shares paid by us on your behalf.
In order to determine the tax basis for shares in your Plan account, you should retain all account transaction statements. Tax
basis information for shares acquired through the Plan will be reported in accordance with applicable law. Your holding period for shares
acquired with reinvested cash dividends generally will commence on the day after the dividend payment date. If, however, the shares are
acquired with optional cash investments or are purchased with reinvested cash dividends in the open market, the holding period will commence
on the day after the date of purchase.
You
will not recognize gain or loss for U.S. federal income tax purposes upon your transfer of shares to your Plan account, your withdrawal
of whole shares from your Plan account, or your receipt of certificates for shares credited to your Plan account. However, you will generally
recognize gain or loss when you sell or exchange shares received from the Plan or when we redeem a fractional share interest. Such gain
or loss will equal the difference between the amount that you receive for such shares or such fractional share interest and your tax
basis.
Certain
U.S. participants may be required to pay an additional 3.8% Medicare tax on certain investment earnings, including dividends paid on
shares and capital gains recognized on the sale of shares in Plan accounts. In addition, dividends paid on shares, and the proceeds of
any sale of shares, in Plan accounts may be subject to the “backup withholding” provisions of the Internal Revenue Code.
If you fail to furnish a properly completed Form W-9 or its equivalent, unless you are exempt from the withholding requirements
described in Section 3406 of the Internal Revenue Code, then the Plan administrator must withhold the then-current backup withholding
rate from the amount of dividends, the proceeds of the sale of a fractional share and the
proceeds of any sale of whole shares. Any amount withheld will reduce the amount of dividends that will be reinvested on your behalf.
You are responsible for timely filing any documentation required to receive a credit or refund of cash dividends that were subjected
to U.S. backup withholding.
Plan participants who are non-resident aliens
or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held
in the Plan. Amounts required to be withheld are determined in accordance with applicable law, may vary among jurisdictions and may be
subject to a tax treaty between the U.S. and the country in which the participant resides. Any amount withheld will reduce the amount
of dividends that will be reinvested on your behalf.
Current tax law requires withholding at a rate
of 30% on dividends paid on shares, and the proceeds of any sale of shares, in Plan accounts by or through certain foreign financial
institutions unless such institution enters into an agreement with the U.S. Internal Revenue Service to collect and report information
with respect to interests and accounts maintained by the institution for certain U.S. persons and certain non-U.S. entities that are
wholly or partially owned by U.S. persons, and to withhold on certain payments. An intergovernmental agreement between the U.S. and an
applicable foreign country, or future tax regulations or other guidance, may modify these requirements. In addition, dividends paid on
shares, and the proceeds of any sale of shares, in Plan accounts by non-financial foreign entities that do not qualify for certain exemptions
will be subject to withholding at a rate of 30%, unless such entity certifies that it does not have “substantial United States
owners” or provides certain information regarding the entity’s “substantial United States owners.”
The
foregoing is intended only as a general discussion of the current U.S. federal income tax consequences of participation in the
Plan, and may not be applicable to certain participants, such as tax-exempt entities. You should consult your own tax advisers regarding
the foreign, U.S. federal, state and local income, estate, and other tax consequences (including the effects of any changes in applicable
law or interpretations thereof) of your individual participation in the Plan or the disposal of shares acquired pursuant to the Plan.
What Communications Will I Receive From You? How Do I Vote My Shares?
As
a Plan participant, you will receive all communications sent to our shareholders. For any meeting of our shareholders, as long as there
are shares in your Plan account on the relevant record date, you can attend and vote at the meeting. You will receive a proxy that will
enable you to vote the shares held in your Plan account combined with any shares held by you in physical certificate form. By
participating in the Plan, you authorize us to combine our communications to you, as a Plan participant, with all of our other mailings
to you and others in your household.
How Will Stock Splits and Other Distributions Affect My Plan Shares?
If we declare a stock split or stock dividend,
your Plan account will be credited automatically by book-entry with the appropriate number of additional whole and fractional shares
issued with respect to both your certificates and book-entry shares participating in your Plan account. In the event that we offer any
stock subscription or other rights to our shareholders, the administrator will make them available to you with respect to the certificates
and book-entry shares participating in your Plan account.
If we declare a reverse stock split, a certain
number of shares (depending on the applicable ratio) of our existing common stock will be combined into one share of common stock. In
this situation, shares in your Plan account will also be combined in accordance with the terms of the reverse stock split.
Can the Plan be Changed?
We may suspend, modify or discontinue the Plan
at any time. We will send you a written notice of any significant changes. Under no circumstances will any amendment decrease the number
of shares that you own.
How is the Plan Administered?
The
Plan is administered by Continental Stock Transfer & Trust Company, as the current Plan administrator. The Plan administrator
keeps records, sends statements and performs other duties relating to the Plan. The Plan administrator also acts as the depositary, transfer
agent, registrar and dividend disbursing agent for the shares, and purchases and sells shares as agent for the Plan. We may replace the
Plan administrator, and the Plan administrator may resign, at any time, in which case we would designate a new administrator and deliver
a notice to you informing you of such change.
The administrator will accept payment for initial
cash investments and additional investments in United States dollars only, and does not accept checks or drafts from third parties. If
you send payment to the administrator for investment in the Plan in any currency other than United States dollars, then the administrator
will return such funds to you, without interest.
Who Regulates and Interprets the Plan?
We
and the Plan administrator reserve the right to interpret and regulate the Plan as we may deem necessary or desirable, and in the best
interests of the Plan. We have the flexibility to terminate or discontinue the Plan at any time. Any interpretations or regulation
will be final. The Plan, the Plan accounts and any related documentation will be governed by and construed in accordance with the laws
of the State of Florida.
How Do I Obtain Additional Information? How Do I Contact the Administrator?
For information regarding the Plan, additional
forms, help with Plan transactions or answers to your questions, please contact the Plan administrator at:
Continental
Stock Transfer & Trust Company
1 State Street , 30th Floor
New York, NY 10004-1561
You may call the Plan administrator at 1-800-509-5586.
Am I Protected Against Losses?
Your
investment in the Plan is no different from any investment in shares of our common stock. If you choose to participate in the Plan, then
you should recognize that none of us, our subsidiaries and affiliates, or the Plan administrator can assure you of a profit or protect
you against loss on the shares that you purchase under the Plan. You bear the risk of loss in value and enjoy the benefits of gains with
respect to all your shares. You need to make your own independent investment and participation decisions consistent with your situation
and needs. None of us, our subsidiaries and affiliates, or the Plan administrator can guarantee liquidity in the markets, and the value
and marketability of your shares may be adversely affected by market conditions and our financial results.
Plan
accounts are not insured by the Securities Investor Protection Corporation or any other entity. Plan accounts and shares
held by the Plan are not savings accounts or deposits and are not insured by the FDIC or any other governmental agency.
Neither we, our subsidiaries, our affiliates,
nor the Plan administrator will be liable for any act, or for any failure to act, as long as we or they have made good faith efforts
to carry out the terms of the Plan, as described in this prospectus and on the forms that are designed to accompany each investment or
activity.
In addition, the purchase and sale prices for
shares acquired or sold through the Plan will vary and cannot be predicted. The purchase price may be different from (more or less than)
the price of acquiring shares on the open market on the related dividend payment or optional cash purchase date. Your investment in Plan
shares will be exposed to changes in market conditions and changes in the market value of the shares. Your ability to sell or otherwise
liquidate shares under the Plan is subject to the terms of the Plan and the withdrawal procedures. Also, no interest will be paid on
dividends, cash or other funds held by the administrator pending investment.
What Other Risks Will I Face Through My Participation in the Plan?
The following summary identifies several of the
risks that you may face by virtue of your participation in the Plan. There may be additional risks that are not listed below, and you
should consult your financial, tax, legal and other advisors prior to determining whether to participate in the Plan.
| ¨ | There
is No Price Protection for Your Shares in the Plan. Your investment in the shares
held in the Plan will be exposed to changes in market conditions and changes in the market
value of the shares. Your ability to liquidate or otherwise dispose of shares under the Plan
is subject to the terms of the Plan and the withdrawal procedures thereunder. You may not
be able to withdraw or sell your shares in the Plan in time to react to market conditions. |
| ¨ | The
Purchase Price for Shares Purchased under the Plan Will Vary. The purchase price
for any shares that you purchase under the Plan will vary and cannot be predicted. You may
purchase shares at a purchase price that is different from (more or less than) the price
that you would pay if you acquired shares on the open market on the related dividend payment
date or optional cash purchase date. |
| ¨ | We
May Not Pay Dividends. We currently pay quarterly dividends. In the future,
we may at any time, and from time to time, and for any reason, determine not to pay dividends.
In that case, you will not receive any dividends on your shares in the Plan or otherwise. |
| ¨ | You
Will Not Earn Any Interest on Your Dividends or Cash Pending Investment. No interest
will be paid on dividends, cash or other funds held by the administrator pending investment
or disbursement. |
| ¨ | The
Market Prices for Our Common Stock Vary, and You Should Purchase Shares for Long-Term Investment
Only. Although our common stock currently is traded on the NASDAQ Global Select Market,
we cannot assure you that there will, at any time in the future, be an active trading market
for our common stock. Even if there is an active trading market for our common stock, we
cannot assure you that you will be able to sell all your shares at one time or at a favorable
price, if at all. As a result, you should participate in the Plan only if you are
capable of, and seeking to make a long-term investment in our common stock. |
PLAN OF DISTRIBUTION
Except
to the extent that the Plan administrator purchases shares of our common stock through the “open market” on the NASDAQ Global
Select Market, in the open market or in negotiated transactions with persons not affiliated with us or any of our subsidiaries, we will
sell shares of our common stock directly to the Plan administrator for purchase on behalf of Plan participants. The shares, including
shares acquired pursuant to completed transaction forms, may be resold in market transactions on any securities market or securities
exchange on which shares of our common stock trade or in privately negotiated transactions. Our common stock currently is listed on the
NASDAQ Global Select Market under the ticker symbol “SBCF”.
We may sell shares of our common stock through
the Plan to persons who, in connection with the resale of the shares, may be considered underwriters. In connection with these types
of transactions, compliance with Regulation M under the Exchange Act would be required. We will not give any person any rights or privileges
other than those that the person would be entitled to as a participant under the Plan. We will not enter into any agreement with any
person regarding the person’s purchase, resale or distribution of shares.
Subject
to the availability of shares of our common stock registered for issuance under the Plan and subject to the restrictions on transfer
set forth in our charter, there is no total maximum number of shares that can be issued pursuant to the reinvestment of dividends and
optional cash investments. Generally, there are no fees charged to participants in the Plan (although we may change the Plan’s
fees and charges at any time upon 30 days’ notice). However, you will be charged a fee of $10.00 upon termination of your participation
in the Plan through a sale of your shares, plus any broker’s or other fees you may have to pay, and fees will be charged for checks
or other funds transfers that fail to clear or are returned unpaid for any reason.
Description
of Capital Stock
The following description of our capital stock
is a summary only and is subject to applicable provisions of the Florida Business Corporation Act, as amended, which we refer to as the
FBCA, and to our amended and restated articles of incorporation, as amended, or our Articles of Incorporation and our amended and restated
bylaws, or our Bylaws. You should refer to, and read this summary together with, our Articles of Incorporation and Bylaws to review all
of the terms of our capital stock. Our Articles of Incorporation are incorporated by reference as exhibits to our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 and our Bylaws,
which are incorporated by reference to our
Current Report on Form 8-K, filed with the SEC on October 26, 2020.
Common Stock
General
The following description of shares of Seacoast’s
common stock, par value $0.10 per share, is a summary only and is subject to applicable provisions of the FBCA and to Seacoast’s
amended and restated articles of incorporation, as amended, and its amended and restated bylaws. Seacoast’s articles of incorporation
provide that it may issue up to 120 million shares of common stock, par value of $0.10 per share. Seacoast common stock is listed
on the NASDAQ Global Select Market under the symbol “SBCF.”
Voting Rights
Each outstanding share of Seacoast’s common
stock entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of directors. The holders
of Seacoast common stock possess exclusive voting power, except as otherwise provided by law or by articles of amendment establishing
any series of Seacoast preferred stock.
There is no cumulative voting in the election
of directors, which means that the holders of a plurality of Seacoast’s outstanding shares of common stock can elect all of the
directors then standing for election. When a quorum is present at any meeting, questions brought before the meeting will be decided by
the vote of the holders of a majority of the shares present and voting on such matter, whether in person or by proxy, except when the
meeting concerns matters requiring the vote of the holders of a majority of all outstanding shares under applicable Florida law. Seacoast’s
articles of incorporation provide certain anti-takeover provisions that require super-majority votes, which may limit shareholders’
rights to effect a change in control as described under the section below entitled “Anti-Takeover Effects of Certain Articles of
Incorporation Provisions.”
Dividends, Liquidation and Other Rights
Holders of shares of common stock are entitled
to receive dividends only when, as and if approved by Seacoast’s board of directors from funds legally available for the payment
of dividends. Seacoast’s shareholders are entitled to share ratably in its assets legally available for distribution to its shareholders
in the event of Seacoast’s liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate
provision for, all of our known debts and liabilities and of any preferences of any series of our preferred stock that may be outstanding
in the future. These rights are subject to the preferential rights of any series of Seacoast’s preferred stock that may then be
outstanding.
Holders of shares of Seacoast common stock have
no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our securities.
Seacoast’s board of directors, under its articles of incorporation, may issue additional shares of its common stock or rights to
purchase shares of its common stock without shareholder approval.
Restrictions on Ownership
The Bank Holding Company Act requires any “bank
holding company,” as defined in the Bank Holding Company Act, to obtain the approval of the Federal Reserve prior to the acquisition
of 5% or more of our common shares. Any person, other than a bank holding company, is required to obtain prior approval of the Federal
Reserve to acquire 10% or more of our common shares under the Change in Bank Control Act. Any holder of 25% or more of our common shares,
or a holder of 5% or more if such holder otherwise exercises a “controlling influence” over us, is subject to regulation
as a bank holding company under the Bank Holding Company Act.
Certain provisions included in our amended and
restated articles of incorporation and bylaws, as described further below, as well as certain provisions of the Florida Business Corporation
Act and federal law, may discourage, delay or prevent potential acquisitions of control of us, particularly when attempted in a transaction
that is not negotiated directly with, and approved by, our board of directors, despite possible benefits to our shareholders. These provisions
are more fully described in the documents and reports filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this prospectus.
Preferred Stock
General
Seacoast is authorized to issue 4 million
shares of preferred stock, 2,000 shares of which have been designated as Series A Preferred Stock, and 50,000 of which have been
designated as Series B Preferred Stock. On December 31, 2013, Seacoast redeemed in full all 2,000 shares of Series A Preferred
Stock then issued and outstanding. Such Series A Preferred Stock was originally issued to the U.S. Treasury Department under the
Capital Purchase Program and subsequently auctioned to private investors. No shares of Series A or Series B Preferred Stock
are issued and outstanding as of the date of this registration statement/prospectus.
Under Seacoast’s amended and restated articles
of incorporation, its board of directors is authorized, without shareholder approval, to adopt resolutions providing for the issuance
of up to 4 million shares of preferred stock, par value $0.10 per share, in one or more series. Seacoast’s board of directors
may fix the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of each series of preferred
stock. A series of preferred stock upon issuance will have preference over Seacoast common stock with respect to the payment of dividends
and the distribution of assets in the event of the liquidation or dissolution of Seacoast. The relative rights, preferences and limitations
that Seacoast’s board of directors has the authority to determine as to any such series of such stock include, among other things,
dividend rights, voting rights, conversion rights, redemption rights, and liquidation preferences. Because Seacoast’s board of
directors has the power to establish the relative rights, preferences and limitations of each series of such stock, it may afford to
the holders of any such series, preferences and rights senior to the rights of the holders of the shares of common stock, as well as
the shares of preferred stock to be issued in the reclassification transaction. Although Seacoast’s board of directors has no intention
at the present time of doing so, it could cause the issuance of any additional shares of preferred stock that could discourage an acquisition
attempt or other transactions that some, or a majority of, the shareholders might believe to be in their best interests or in which the
shareholders might receive a premium for their shares of common stock over the market price of such shares.
Transfer Agent and Registrar
The transfer agent and registrar for Seacoast
common stock is Continental Stock Transfer and Trust Company.
ANTI-TAKEOVER EFFECTS OF
CERTAIN ARTICLES OF INCORPORATION PROVISIONS
Seacoast’s articles of incorporation contain
certain provisions that make it more difficult to acquire control of it by means of a tender offer, open market purchase, a proxy fight
or otherwise. These provisions are designed to encourage persons seeking to acquire control of Seacoast to negotiate with its directors.
Seacoast believes that, as a general rule, the interests of its shareholders would be best served if any change in control results from
negotiations with its directors.
Seacoast’s articles of incorporation provide
for a classified board to which approximately one-third of its board of directors is elected each year at its annual meeting of shareholders.
Accordingly, Seacoast’s directors serve three-year terms rather than one-year terms. The classification of Seacoast’s board
of directors has the effect of making it more difficult for shareholders to change the composition of its board of directors. At least
two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of Seacoast’s
board of directors. Such a delay may help ensure that its directors, if confronted by a shareholder attempting to force a proxy contest,
a tender or exchange offer, or an extraordinary corporate transaction, would have sufficient time to review the proposal as well as any
available alternatives to the proposal and to act in what they believe to be the best interests of Seacoast’s shareholders. The
classification provisions apply to every election of directors, however, regardless of whether a change in the composition of Seacoast’s
board of directors would be beneficial to Seacoast and its shareholders and whether or not a majority of its shareholders believe that
such a change would be desirable.
The classification of Seacoast’s board of
directors could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise
attempting to obtain control of Seacoast, even though such an attempt might be beneficial to Seacoast and its shareholders. The classification
of Seacoast’s board of directors could thus increase the likelihood that incumbent directors will retain their positions. In addition,
because the classification of Seacoast’s board of directors may discourage accumulations of large blocks of its stock by purchasers
whose objective is to take control of Seacoast and remove a majority of its board of directors, the classification of its board of directors
could tend to reduce the likelihood of fluctuations in the market price of its common stock that might result from accumulations of large
blocks of its common stock for such a purpose. Accordingly, Seacoast’s shareholders could be deprived of certain opportunities
to sell their shares at a higher market price than might otherwise be the case.
Seacoast’s articles of incorporation require
the affirmative vote of the holders of not less than two-thirds of all the shares of its stock outstanding and entitled to vote generally
in the election of directors in addition to the votes required by law or elsewhere in the articles of incorporation, the bylaws or otherwise,
to approve: (a) any sale, lease, transfer, purchase and assumption of all or substantially all of its consolidated assets and/or
liabilities, (b) any merger, consolidation, share exchange or similar transaction, or any merger of any significant subsidiary,
into or with another person, or (c) any reclassification of securities, recapitalization or similar transaction that has the effect
of increasing other than pro rata with the other shareholders, the proportionate amount of shares that is beneficially owned by an Affiliate
(as defined in Seacoast’s articles of incorporation). Any business combination described above may instead be approved by the affirmative
vote of a majority of all the votes entitled to be cast on the plan of merger if such business combination is approved and recommended
to the shareholders by (x) the affirmative vote of two-thirds of Seacoast’s board of directors, and (y) a majority of
the Continuing Directors (as defined in Seacoast’s articles of incorporation).
Seacoast’s articles of incorporation also
contain additional provisions that may make takeover attempts and other acquisitions of interests in it more difficult where the takeover
attempt or other acquisition has not been approved by its board of directors. These provisions include:
| · | A
requirement that any change to Seacoast’s articles of incorporation relating to the
structure of its board of directors, certain anti-takeover provisions and shareholder proposals
must be approved by the affirmative vote of holders of two-thirds of the shares outstanding
and entitled to vote; |
| · | A
requirement that any change to Seacoast’s bylaws, including any change relating to
the number of directors, must be approved by the affirmative vote of either (a) (i) two-thirds
of its board of directors, and (ii) a majority of the continuing directors (as defined
in Seacoast’s articles of incorporation) or (b) (i) two-thirds of the shares
entitled to vote generally in the election of directors and (ii) an Independent Majority
of Shareholders. An “Independent Majority of Shareholders” means the majority
of the outstanding voting shares that are not beneficially owned or controlled, directly
or indirectly by a related party. For these purposes, a “related party” means
a beneficial owner of 5% or more of the voting shares, or any person who is an affiliate
of Seacoast and at any time within five years was the beneficial owner of 5% or more of Seacoast’s
then outstanding shares; provided, however, that this provision shall not include (i) any
person who is the beneficial owner of more than 5% of Seacoast’s shares on February 28,
2003, (ii) any plan or trust established for the benefit of Seacoast’s employees
generally, or (iii) any subsidiary of Seacoast that holds shares in a fiduciary capacity,
whether or not it has the authority to vote or dispose of such securities; |
| · | A
requirement that shareholders may call a meeting of shareholders on a proposed issue or issues
only upon the receipt by Seacoast from the holders of 50% of all shares entitled to vote
on the proposed issue or issues of signed and dated written demands for the meeting describing
the purpose for which it is to be held; and |
| · | A
requirement that a shareholder wishing to submit proposals for a shareholder vote or nominate
directors for election comply with certain procedures, including advanced notice requirements. |
Seacoast’s articles of incorporation provide
that, subject to the rights of any holders of its preferred stock to act by written consent instead of a meeting, shareholder action
may be taken only at an annual meeting or special meeting of the shareholders and may not be taken by written consent. The articles of
incorporation also include provisions that make it difficult to replace directors. Specifically, directors may be removed only for cause
and only upon the affirmative vote at a meeting duly called and held for that purpose upon not less than thirty days prior written notice
of (i) two-thirds of the shares entitled to vote generally in the election of directors and (ii) an Independent Majority of
Shareholders. In addition, any vacancies on the board of directors for any reason, and any newly created directorships resulting from
any increase in the number of directors, may be filled only by the board of directors (except if no directors remain on the board, in
which case the shareholders may act to fill the vacant board).
Seacoast believes that the power of its board
of directors to issue additional authorized but unissued shares of its common stock or preferred stock without further action by its
shareholders, unless required by applicable law or the rules of any stock exchange or automated quotation system on which its securities
may be listed or traded, will provide Seacoast with increased flexibility in structuring possible future financings and acquisitions
and in meeting other needs that might arise. Seacoast’s board of directors could authorize and issue a class or series of stock
that could, depending upon the terms of such class or series, delay, defer or prevent a transaction or a change in control that might
involve a premium price for holders of Seacoast’s common stock or that its shareholders otherwise consider to be in their best
interest.
EXPERTS
The consolidated financial statements of Seacoast
Banking Corporation of Florida as of December 31, 2022 and 2021 and for each of the three years in the period ending
December 31, 2022 and the effectiveness of Seacoast Banking Corporation of Florida’s internal control over financial reporting
as of December 31, 2022 have been audited by Crowe LLP, independent registered public accounting firm, as set forth in their report
appearing in our
Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated by reference herein. Such consolidated financial statements have been so incorporated
in reliance upon the report of such firm given, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The
legality of the shares of our common stock offered by this prospectus has been passed upon for us by Alston & Bird LLP,
Atlanta, Georgia.
CONTACT INFORMATION
Internet: |
www.seacoastbanking.com |
|
|
By Telephone: |
1-800-509-5586 |
|
|
By Mail: |
General Correspondence and Overnight
or Courier Delivery: |
|
|
|
Continental
Stock Transfer & Trust Company |
|
ATTN: Compliance Department |
|
1 State Street , 30th Floor |
|
New York, NY 10004-1561 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimate
of expenses of issuance and distribution | |
| |
Registration
Fee | |
$ | 1,670.83 | |
Cost
of Printing* | |
| 2,500 | |
Legal
Fees* | |
| 25,000 | |
Accounting
Fees* | |
| 20,000 | |
Miscellaneous* | |
| 1,000 | |
Total | |
$ | 50,170.83 | |
* |
Estimated solely for purposes
of this filing. |
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act, as amended,
or the FBCA, permits, under certain circumstances, the indemnification of officers, directors, employees and agents of a corporation
with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
to which such person was or is a party or is threatened to be made a party, by reason of his or her being an officer, director, employee
or agent of the corporation, or is or was serving at the request of, such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including
appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he
or she reasonably believed to be in, or not opposed to, the best interests of the corporation, or that he or she reasonably believed
was not unlawful. In the case of proceedings by or in the right of the corporation, the FBCA provides for indemnification of any person
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of, such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that
the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any such third-party action by judgment, order, settlement, or conviction or upon
a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person (i) did not act in
good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or
(ii) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
In the case of proceedings by or in the right
of the corporation, the FBCA permits for indemnification of any person by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of, such corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding,
including appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner
that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification
is made where such person is adjudged liable, unless a court of competent jurisdiction determines that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
To the extent that such person is successful on
the merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
Our Bylaws contain indemnification provisions
similar to the FBCA, and further provide that we may purchase and maintain insurance on behalf of directors, officers, employees and
agents in their capacities as such, or serving at the request of the corporation, against any liabilities asserted against such persons
whether or not we would have the power to indemnify such persons against such liability under our Bylaws.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit No. |
|
Exhibit |
|
|
4.1.1 |
|
Amended
and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report
on Form 10 Q, filed May 10, 2006. |
|
|
4.1.2 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8 K, filed December 23, 2008. |
|
|
4.1.3 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.4 to the Company’s
Form S-1, filed June 22, 2009. |
|
|
4.1.4 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8 K, filed July 20, 2009. |
|
|
4.1.5 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8 K, filed December 3, 2009. |
|
|
4.1.6 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8-K/A, filed July 14, 2010. |
|
|
4.1.7 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8-K, filed June 25, 2010. |
|
|
4.1.8 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8-K, filed June 1, 2011. |
|
|
4.1.9 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Company’s
Form 8-K, filed December 13, 2013. |
|
|
4.2 |
|
Amended
and Restated By-laws of the Corporation, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 8-K,
filed October 26, 2020. |
|
|
4.3 |
|
Specimen
Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Company’s Form 10-K, filed March 17,
2014. |
|
|
5.1 |
|
Opinion of
Alston & Bird LLP. |
|
|
23.1 |
|
Consent of
Crowe LLP. |
|
|
23.2 |
|
Consent of
Alston & Bird LLP (included in Exhibit 5.1). |
|
|
24.1 |
|
Power of Attorney
(included on signature page). |
|
|
99.1 |
|
Enrollment
Form. |
|
|
99.2 |
|
Transaction
Form. |
|
|
|
99.3 |
|
Quick Guide
to Seacoast Direct. |
|
|
|
107 |
|
Filing Fee
Table. |
Item 17. Undertakings.
(a) 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 of 1933;
(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 and 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
(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 paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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 part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, 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 the purpose of determining liability under the Securities Act of 1933 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 of 1933 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.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 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.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 Stuart, State of Florida, as of November 6, 2023.
|
SEACOAST BANKING CORPORATION OF FLORIDA |
|
By: |
/s/ Charles M. Shaffer |
|
Name: Charles M. Shaffer |
|
Title: Chairman & Chief Executive Officer |
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles M. Shaffer his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration
Statement and to sign any registration statement (and any post-effective amendments thereto) effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, 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 in and about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming that said attorney-in-fact, agent or his substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
Date |
|
|
|
|
/s/ Charles M. Shaffer |
|
Chairman of
the Board of Directors, |
November 6, 2023 |
Charles M. Shaffer |
|
Chief Executive Officer |
|
|
|
|
|
|
(principal executive officer) |
|
|
|
|
|
/s/ Tracey L. Dexter |
|
Executive Vice President and |
November 6, 2023 |
Tracey L. Dexter |
|
Chief Financial Officer |
|
|
|
|
|
|
(principal financial and accounting officer) |
|
|
|
|
|
/s/ Dennis J. Arczynski |
|
Director |
November 6, 2023 |
Dennis J. Arczynski |
|
|
|
|
|
|
|
/s/ Jacqueline L. Bradley |
|
Director |
November 6, 2023 |
Jacqueline L. Bradley |
|
|
|
|
|
|
|
/s/ H. Gilbert Culbreth, Jr. |
|
Director |
November 6, 2023 |
H. Gilbert Culbreth, Jr. |
|
|
|
/s/ Julie H. Daum |
|
Director |
November 6, 2023 |
Julie H. Daum |
|
|
|
|
|
|
|
/s/ Christopher E. Fogal |
|
Director |
November 6, 2023 |
Christopher E. Fogal |
|
|
|
|
|
|
|
/s/ Maryann B. Goebel |
|
Director |
November 6, 2023 |
Maryann B. Goebel |
|
|
|
|
|
|
|
/s/ Dennis S. Hudson, III |
|
Director |
November 6, 2023 |
Dennis S. Hudson, III |
|
|
|
|
|
|
|
/s/ Robert J. Lipstein |
|
Director |
November 6, 2023 |
Robert J. Lipstein |
|
|
|
|
|
|
|
/s/ Alvaro J. Monserrat |
|
Director |
November 6, 2023 |
Alvaro J. Monserrat |
|
|
|
|
|
|
|
/s/ Thomas E. Rossin |
|
Director |
November 6, 2023 |
Thomas E. Rossin |
|
|
|
Exhibit
5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
November 6, 2023
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994 |
|
Re: |
Shelf Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 6, 2023 relating to the Seacoast Banking Corporation of Florida Dividend Reinvestment and Stock Purchase Plan |
Ladies and Gentlemen:
We have acted as counsel to
Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), in connection with the Company’s filing
of the above-referenced registration statement (the “Registration Statement”) with the Securities and Exchange Commission
(the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 500,000 shares
(the “Shares”) of the Company’s common stock, par value $0.10 per share (the “Common Stock”), for issuance
and sale by the Company in accordance with the Company’s Dividend Reinvestment and Stock Purchase Plan (the “Plan”).
We are furnishing this opinion
letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s Regulation S-K.
In
the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified
or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, resolutions
adopted by the Company’s Board of Directors or committees thereof, or other appropriate governing bodies of the Company, the Company’s
Articles of Incorporation and Bylaws (in each case, as amended and/or restated), certificates of the Company’s officers and representatives
(who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based), certificates of public officials,
the Registration Statement (including the prospectus contained therein describing the Plan) and such other documents as we have deemed
appropriate as a basis for the opinion hereinafter set forth. We also have made such further legal and factual examinations and investigations
as we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters
relevant to this opinion letter, we have relied upon the representations, warranties and statements made in originals or copies, certified
or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable
documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set
forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly,
we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
Alston & Bird LLP |
www.alston.com |
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington,
D.C |
November 6, 2023
Page 2
In
our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic
original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements
herein are made, in the context of the foregoing.
Our
opinions set forth herein are limited to the federal laws of the United States and the Florida Business Corporation Act, and we do not
express any opinion herein concerning any other laws.
Based
upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter,
it is our opinion that:
|
(1) |
The Shares to be issued by the Company under the Plan are duly authorized and, when issued by the Company in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable. |
This
opinion letter is provided for use solely in connection with the registration and issuance of the Shares under the Registration Statement
and the Plan, and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written
consent. The only opinion rendered by us consists of those matters set forth in the paragraph numbered (1) above, and no opinion
may be implied or inferred beyond the opinion expressly stated herein. Our opinion expressed herein is made as of the date hereof,
and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after
the date hereof that may affect our opinion expressed herein.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm
under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act or that we are otherwise
within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
|
Very truly
yours, |
|
|
|
/s/ Alston
& Bird LLP |
|
|
|
ALSTON &
BIRD LLP |
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in
this Registration Statement of Seacoast Banking Corporation of Florida on Form S-3 of our report dated February 28, 2023, relating to
the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on
Form 10-K of Seacoast Banking Corporation of Florida for the year ended December 31, 2022, and to the reference to our firm under the
heading “Experts” in the prospectus.
|
/s/ Crowe LLP |
|
Crowe LLP |
|
Fort Lauderdale, Florida |
|
November 6, 2023 |
|
Exhibit 99.1
SEACOAST BANKING CORPORATION OF FLORIDA
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ENROLLMENT FORM
I hereby request enrollment in the Dividend Reinvestment and Stock
Purchase Plan (the “Plan”) of Seacoast Banking Corporation of Florida (the “Company”) pursuant to the terms of
enrollment indicated below. I understand that, by completing and signing this Enrollment Form, I will be enrolled in the Plan pursuant
to such terms.
¨ |
Current Shareholder of Record. I am a shareholder
of record and I wish to enroll in the Plan. (If you desire to deposit your shares in the Plan, make automatic or other optional cash
investments, please complete the appropriate Transaction Request on a Transaction Form.) |
¨ |
New Shareholder. I wish to enroll in the Plan by
making an initial cash investment. |
|
¨ |
Initial Investment. Enclosed
is my check for $ ($1,000 minimum), made payable to “Continental Stock Transfer & Trust Company.” I have also
completed the Substitute Form W-9 below. |
|
¨ |
Initial Investment and Automatic
Future Investments. Please withdraw $ ($1,000 minimum) from the bank deposit account indicated below, representing my initial
cash investment in the Plan. I also request that this account be debited monthly in the amount of $ ($50 minimum and $250,000 maximum
annually) representing my monthly optional cash investments. I have also completed the Substitute Form W-9 below and attach a
voided check from the account indicated below. |
|
|
|
|
|
Account to be Debited: |
|
|
ABA Routing # (9 digits) |
I hereby appoint Continental Stock Transfer & Trust Company, as
Plan administrator and independent agent (“Continental”), or any successor to Continental, to receive cash dividends that
may hereafter become payable to me on all shares of common stock, par value $0.10 per share of the Company (“Common Stock”),
registered in my name(s), and authorize Continental, or any successor to Continental, to apply such dividends to the purchase of full
shares and fractional interest in shares of Common Stock.
If applicable, I further appoint Continental, or any successor to
Continental, as my agent to receive my monthly optional cash payments that may hereafter be delivered as good collected funds to such
agent and authorize Continental, or any successor to Continental, to apply such cash payments received to the purchase of full shares
and fractional interest in shares of Common Stock.
I understand that the purchases will be made under the terms and conditions
of the Company’s Plan as described in the Prospectus, which I have received, carefully reviewed and understand, and that I may
revoke this authorization at any time by notifying Continental, by means of a completed and executed Transaction Form, of my desire to
terminate my enrollment and participation.
I understand that the enrollment and/or the transactions described
above will be made under the terms and conditions of the Plan as described in the Prospectus, which I have received, carefully reviewed
and understand. I further understand that, following my delivery of this completed and signed Enrollment Form, and, except in the case
of termination of my enrollment and participation in the Plan, whereupon I must deliver written notification of my revocation of the
authorization granted, I will be unable to revoke the transactions described herein.
(SIGNATURE(S) & SUBSTITUTE FORM W-9 ON BACK
OF FORM)
|
|
|
|
|
|
|
|
|
|
Please Print Name(s) |
|
|
|
Signature(s) |
(Exactly as Shown on Stock Certificate
if |
|
|
|
|
Currently a Shareholder) |
|
|
|
|
|
|
|
|
|
|
|
|
Street Address |
|
|
|
Signature(s) |
|
|
|
|
|
|
|
|
City State Zip Code |
|
|
|
Date |
|
|
|
|
|
|
|
|
Date of Birth |
|
|
|
|
SUBSTITUTE FORM W-9
Under the penalties of perjury, I certify that: (1) the Social
Security Number or Taxpayer Identification Number given below is correct; and (2) I am not subject to backup withholding either because
I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends, or because
the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
Instructions: You must cross out clause (2) above
if you have been notified by the Internal Revenue Service that you are subject to backup withholding because of under reporting interest
or dividends on your tax return and if you have not received a notice from the Internal Revenue Service advising you that backup withholding
due to notified payee under reporting has terminated.
|
|
|
|
|
|
|
Social
Security Number or Taxpayer Identification Number: |
|
|
|
|
|
|
|
Duly
Authorized Signature: |
|
Date:
, 20 |
|
|
|
|
|
|
|
|
|
|
|
|
RETURN THIS ENROLLMENT FORM ONLY IF YOU
WISH TO PARTICIPATE |
|
|
|
|
IN
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. |
|
|
Exhibit 99.2
SEACOAST BANKING CORPORATION OF FLORIDA
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
TRANSACTION FORM
I hereby request, pursuant to the Seacoast Banking Corporation of Florida
(the “Company”) Dividend Reinvestment and Stock Purchase Plan (the “Plan”), the transaction(s) described below.
I understand that, by completing and signing this Transaction Form, Continental Stock Transfer & Trust Company, as the Plan administrator
and independent agent (“Continental”), or any successor to Continental, will execute the transaction(s) described by me below
in accordance with the provisions of the Plan, which are set forth in the Prospectus. I hereby certify that I have carefully reviewed
and understand the provisions of the Prospectus.
¨ |
Please deposit my shares, which are represented by the enclosed stock certificate(s), to my Plan account. |
Stock Certificate Number(s):
Number of shares Represented by such Certificate(s):
¨ |
Please purchase additional shares of common stock, par value $0.10 per share of the Company (“Common Stock”) for my Plan account. To purchase such additional shares, I have enclosed a check, in good funds, in the amount of $ ($50 minimum and $250,000 maximum per year). |
¨ |
Please purchase additional shares of Common Stock for my plan account. To purchase such additional shares, please debit $ ($50 minimum) monthly from the bank deposit account indicated below, representing my monthly optional cash investments ($250,000 maximum annually). I request such monthly optional cash investments be made on my behalf until further written instruction from me to the contrary. A voided check from the account listed below is attached: |
Account to be Debited:
ABA Routing # (9 digits)
¨ |
Please sell from the Plan of the shares in my Plan account and issue a check for the proceeds minus any applicable fees and commissions. |
¨ |
Please sell all of the shares of stock held in my Plan account and terminate my participation in the Plan. |
¨ |
Please transfer of the shares of Common Stock that are currently held in my Plan account to (please select only one): |
|
¨ |
the Plan account of (please use the full legal name of the person to whom you wish to transfer your shares); or |
|
¨ |
(please use the full legal name of the person to whom you wish to transfer your shares and in whose name the shares will be registered) |
(please provide the full mailing address of person receiving the
shares)
(please provide the social security number of person receiving the
shares)
¨ |
Please provide me with a stock certificate representing of the shares of Common Stock held in my Plan account. I understand that the name on the certificate will be the same as that on my Plan account unless I provide a different name below: |
(please provide the full legal name of the person in whose name
you would like to have the certificate issued, if not your own)
(please provide the full mailing address of the person receiving
the certificate)
(please provide the social security number of the person receiving
the certificate)
¨ |
Please withdraw all of the shares of Common Stock held in my Plan account, effectively terminating my enrollment and participation in the Plan. I understand that the name on the certificate representing the shares will be the same as that on my Plan account unless I provide a different name below. I further understand that any fractional shares will be liquidated on my behalf based on the sale price of the shares on the date of liquidation. |
(please provide the full legal name of the person in whose name
you would like to have the certificate issued, if not your own)
(please provide the full mailing address of the person receiving
the certificate)
(please provide the social security number of the person receiving
the certificate)
If applicable, I hereby appoint Continental, or any successor to Continental,
as my agent to receive my monthly optional cash payments that may hereafter be delivered as good collected funds to such agent and authorize
Continental, or any successor to Continental, to apply such cash payments received to the purchase of full shares and fractional interest
in shares of Common Stock.
I understand that the transactions described above will be made under
the terms and conditions of the Plan as described in the Prospectus, which I have received, carefully reviewed and understand. I further
understand that, following my delivery of this completed and signed Transaction Form, and, except in the case of termination of my enrollment
and participation in the Plan, whereupon I must deliver written notification of my revocation of the authorization granted, I will be
unable to revoke the transactions described herein.
|
|
|
|
|
Please Print Name(s) |
|
|
|
Signature(s) |
(Exactly as Shown on Stock Certificate if
Currently a Shareholder)
|
|
|
|
|
|
|
|
Street Address |
|
|
|
Signature(s) |
|
|
|
|
|
|
|
|
City State Zip Code |
|
|
|
Date |
|
|
|
|
|
|
|
|
Date of Birth |
|
|
|
|
IMPORTANT
Medallion Guarantee: To transfer book-entry Plan shares from your
Plan account, or to issue a certificate in any name other than that shown on your Plan account, the above signature(s) must correspond
with the name(s) exactly as shown on your Plan account and MUST be Medallion Guaranteed by an authorized Medallion Guarantee Program.
If the above signatures are not Medallion Guaranteed, the transfer request will be returned without having been effected.
If you are authorizing the transfer of book-entry Plan shares from
your Plan account to another person, or authorizing the issuance of a certificate in any name other than that shown on your Plan account,
a Form W-9 must be completed by the person to whom you are transferring shares.
SUBSTITUTE FORM W-9
Under the penalties of perjury, I certify that: (1) the
Social Security Number or Taxpayer Identification Number given below is correct; and (2) I am not subject to backup withholding
either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or
dividends, or because the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
Instructions: You must cross out clause (2) above
if you have been notified by the Internal Revenue Service that you are subject to backup withholding because of under reporting interest
or dividends on your tax return and if you have not received a notice from the Internal Revenue Service advising you that backup withholding
due to notified payee under reporting has terminated.
|
|
|
|
|
|
|
Social Security Number or Taxpayer Identification Number: |
|
|
|
|
|
|
|
Duly Authorized Signature: |
|
Date: , 20 |
|
|
|
|
|
|
|
|
|
|
|
|
RETURN THIS TRANSACTION FORM ONLY IF YOU WISH TO EXECUTE TRANSACTIONS |
|
|
|
|
IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. |
|
|
Exhibit 99.3
Quick Guide to
Seacoast
Direct Dividend Reinvestment and
Stock Purchase Plan
Description of the Plan
Seacoast Banking Corporation of Florida (“Seacoast”) offers
a convenient and economical way for new investors to make an initial investment in shares of Seacoast common stock (“Common Stock”),
and for existing shareholders to increase their holdings in Seacoast, through our Dividend Reinvestment and Stock Purchase Plan (the “Plan”).
Initial Investment
If you do not currently own Seacoast Common Stock, you can make an
initial investment in our Common Stock with as little as $1,000, without paying brokerage or service fees.
Dividend Reinvestment
With dividend reinvestment, instead of receiving a check for your dividends,
when paid, they are automatically and fully reinvested in whole and fractional shares of Seacoast Common Stock.
Additional Cash Purchases
You may authorize additional purchases of Common Stock at any time
or sign up for automatic monthly investments of as little as $50, and pay no brokerage or service fees for these purchases.
The Plan is fully described in the prospectus dated November 6, 2023
(the “Prospectus”), and enrollment in the Plan is subject to all terms and conditions contained therein.
This is not an offer to sell or the solicitation of an offer
to buy any shares of Seacoast Common Stock. The Plan and Common Stock are offered only by the Prospectus. Please read the Prospectus carefully
before enrolling or investing in the Plan.
Benefits of the Plan
· |
|
You can enroll in the Plan for free and purchase shares through the Plan without brokerage commissions or service fees. |
· |
|
No dividend checks to deposit; your dividends are automatically reinvested fully in whole and fractional shares of Seacoast Common Stock. |
· |
|
You may make automatic monthly optional cash purchases that are deducted from your bank account, or individual optional cash investments by check, of additional shares of Seacoast Common Stock, of at least $50 per month and up to a maximum of $250,000 in a calendar year. |
· |
|
Your record-keeping is simplified with a statement mailed to you each time your dividends or cash payments are invested. |
· |
|
Shares in the Plan are held in safekeeping, without paper certificates, protecting you against the possibility of loss, damage or theft. |
· |
|
You can easily change the name on your Plan account, transfer shares, gift shares you hold in the Plan, and change your investment elections. |
· |
|
Your participation is voluntary; you may withdraw at any time. |
Eligibility
U. S. residents who are shareholders of record may participate in the
Plan. Non-shareholders who are U.S. residents may participate in the Plan by making an initial investment of at least $1,000 into the
Plan.
Getting Started
|
1. |
Review the Prospectus. |
|
2. |
Complete the Enrollment Form and return it to Continental Stock Transfer and Trust Company, the Plan administrator and agent (the “Agent”), along with any funds you wish to invest, to: |
Continental Stock Transfer and Trust Company
ATTN: Compliance Department
1 State Street, 30th Floor
New York, NY 10004
|
3. |
You will receive an account statement approximately 2 weeks after the Agent receives your Enrollment Form and initial investment (if any). |
If you are already a shareholder and registered for Internet Account
Access, you may also enroll on-line by visiting Seacoast’s website at www.seacoastbanking.com and clicking on Shareholder
Services and Internet Account Access.
How the Plan Works
After your account is established, the Agent uses the funds from dividends
on shares held by you, and any cash contributions you have made, to purchase shares of Seacoast Common Stock at the current market price
on or about the last business day of the month, but no later than 30 days after receipt. You will not be able to instruct the Agent to
purchase shares at a specific time or at a specific price.
Additional Cash Purchases
You may elect, at any time, to make cash contributions to your account
of as little as $50 or as much as $250,000 annually, either by check or by automatic deduction from your bank account. Cash contributions
must be accompanied by a completed Transaction Form. Cash contributions must be received by the Agent at least 5 business days prior to
the scheduled purchase date to ensure they are purchased timely. Automatic monthly purchases by electronic deductions from your bank account
will be made on or about the 22nd of each month. Purchases are made on or about the last business day of each month.
Simple Record Keeping
Each time shares are purchased for you under the Plan, you will receive
a statement from the Agent providing you with a complete record of the dividends and any optional cash invested, the transaction details
and your current balance in the Plan.
If you have activated your account for online access, you can also
reference your account and Plan information 24 hours a day, seven days a week, at www.seacoastbanking.com; click on Shareholder
Services and Internet Account Access.
Costs
Seacoast will pay the enrollment fees and costs associated with administering
the Plan, as well as brokerage commissions on all purchased or transferred shares. You will pay transaction fees if you terminate your
participation in the Plan.
Safekeeping of Certificates
The shares purchased for you under the Plan will be held in safekeeping
for you by the Agent in book-entry form. You will not receive a paper stock certificate, eliminating the risk and expense to you of replacing
lost, damaged or stolen certificates.
As a participant in the Plan, you may also, at no additional cost,
send your other certificates for Seacoast Common Stock to the Agent for safekeeping. Consolidation of your shares in this way in one secure
location also simplifies your record-keeping.
Services Available Online:
If you have activated your shareholder account for online access, you
can:
|
· |
|
Reference your account and Plan information 24 hours a day, seven days a week; |
|
· |
|
Update personal information such as mailing address or email address, etc.; and |
|
· |
|
Enroll in or make changes to your automatic investment. |
Voting
Only you will have the right to vote the shares you hold in the Plan.
You will receive a single proxy covering all Seacoast shares registered in your name as well as shares credited to your account under
the Plan.
Withdrawal, Gift or Transfer of Shares
To withdraw, gift, transfer or sell all or a portion of your shares
from your Plan account at any time:
|
1. |
Complete a Transaction Form. |
|
2. |
Have the Transaction Form Medallion guaranteed by an eligible financial institution or broker. |
|
3. |
Send the completed form to the Agent. |
The appropriate number of shares will be withdrawn and placed in direct
registration book-entry form, or a certificate for the appropriate number of shares will be mailed to you. Your dividend reinvestment
election will continue unless you withdraw all your Plan shares. If you withdraw all your Plan shares, your participation in the Plan
will be terminated, and future dividends, if applicable, will be paid directly to you.
If you elect to sell shares in your Plan account, the Agent will send
you the proceeds, less any applicable fees.
The Plan and Amendments
Seacoast has the authority to change, suspend or discontinue the Plan
or any terms of the Plan at any time, and will notify participants of any significant changes.
Additional Information
There are a variety of ways to obtain additional information about
Seacoast’s Dividend Reinvestment and Stock Purchase Plan or your investment in Seacoast.
By Phone
You may call Seacoast’s Investor Relations department at (800)
706-9991, or the Plan administrator and independent agent, Continental Stock Transfer and Trust Company at (800) 509-5586.
On the Internet
At www.seacoastbanking.com, click on Shareholder Services.
Click on Seacoast Direct Stock Purchase Plan for information on your existing registered shareholder account or to enroll in the
Plan.
By Mail
Contact:
Continental Stock Transfer and Trust Company
ATTN: Compliance Department
1 State Street, 30th Floor
New York, NY 10004
Remember to mention Seacoast Banking Corporation of Florida in any
written correspondence. List both your account and tax identification (social security) numbers, as well as the registration name as it
appears on your stock certificate/account.
This is not an offer to sell or the solicitation of an offer
to buy any shares of Seacoast Common Stock. The Plan and Common Stock are offered only by the Prospectus, dated November 6, 2023. Please
read the Prospectus carefully before enrolling or investing in the Plan.
P. O. Box 9012
Stuart, FL 43995
800.706.9991
SeacoastBanking.com
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Seacoast Banking Corporation of Florida
(Exact Name of Registrant as Specified in its Charter)
Table 1. Newly Registered Securities
|
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered
(1) |
Proposed
Maximum
Offering
Price Per
Share(2) |
Maximum
Aggregate
Offering
Price(2) |
Fee Rate |
Amount of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
Effective
Date |
Filing Fee
Previously
Paid in
Connection
with Unsold
Securities to
be Carried
Forward |
Newly Registered Securities |
Fees to Be Paid |
Equity |
Common Stock, $0.10 par value per share(1) |
Other |
5000,000 |
$22.64 (2) |
$11,320,000 (2) |
$147.60 per $1,000,000 |
$1,670.83 |
|
|
|
|
Fees Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
Carry Forward Securities |
Carry Forward Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
|
Total Offering Amounts |
|
$11,320,000 |
|
$1,670.83 |
|
|
|
|
|
Total Fees Previously Paid Amounts |
|
|
|
N/A |
|
|
|
|
|
Total Fee Offsets |
|
|
|
N/A |
|
|
|
|
|
Net Fee Due |
|
|
|
$1,670.83 |
|
|
|
|
(1) | Pursuant to Rule 416 of the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common
stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without
receipt of consideration that increases the number of outstanding shares of common stock. |
(2) | Estimated solely for the purpose
of calculating the amount of the registration fee. Calculated in accordance with Rule 457(c) under the Securities Act based upon the
average of the high and low prices for the Registrant’s Common Stock as reported on the Nasdaq Stock Market on November 3, 2023,
a date within five business days prior to the filing of this Registration Statement. |
Table 2: Fee Offset Claims and Sources
Not applicable
Table 3: Combined Prospectuses
Not applicable
Seacoast Banking Corpora... (NASDAQ:SBCF)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Seacoast Banking Corpora... (NASDAQ:SBCF)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024