**EXHIBIT 3.3**

 

**ARTICLES OF AMENDMENT**

**OF THE**

**RESTATED ARTICLES OF INCORPORATION OF**

**SUNCOAST BANCORP, INC.**

**(Pursuant to Section 607.0602 of the**

**Florida Business Corporation Act)**

 

Suncoast Bancorp, Inc., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in accordance with theprovisions of Section 607.0602 of the Florida Business Corporation Act (the “Act”), does hereby amend its Restated Articles of Incorporation (“Articles”) by filing these Articles of Amendment in order to create a new series ofpreferred stock designated as Convertible Preferred Stock and, in connection therewith, 

 

HEREBY CERTIFIES: 

 

That thename of the Corporation is Suncoast Bancorp, Inc. 

 

Pursuant toauthority granted to the Board of Directors by Article IV, Section B of the Articles, there is hereby created and the Corporation be, and hereby is, authorized to issue 300,000 shares of preferred stock which shall have, in addition to the terms setforth in the Articles, the following terms, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations, and restrictions: 

 

1. **Rank**. The Convertible Preferred Stock, with respect todividend rights and rights of publication relation, dissolution or winding up of the Company, ranks senior to the Common Stock and all of the classes and series of equity securities of the Company, other than any classes or series of equitysecurities of the Company subsequently issued ranking on a parity with, or senior to, the Convertible Preferred Stock, as to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The relative rights and preferencesof the Convertible Preferred Stock may be subordinated to the relative rights and preferences of holders of subsequent issues of other classes or series of preferred stock and equity securities of the Corporation designated by the Board ofDirectors. The Convertible Preferred Stock is junior to indebtedness issued from time to time by the Corporation, including notes and debentures. 

 

2. **Designation.** There shall be 300,000 shares of the Preferred Stock of the Corporation hereby constituted as a series of Preferred Stockwith a par value of $0.01 per share designated as Convertible Preferred Stock (hereinafter called the “Convertible Preferred Stock”). 

 

 

3. **Number of Shares in Series**. The number of shares ofConvertible Preferred Stock shall initially be 300,000 shares, which number from time to time may be increased or decreased (but not decreased below the number of shares of the series then outstanding) by the Board of Directors. Shares ofConvertible Preferred Stock redeemed or purchased by the Corporation shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. 

 

4. **Dividends.** Holders of Convertible Preferred Stock shall be entitled to receivecumulative dividends on the basis of .06 of a share of Convertible Preferred Stock for each share of Convertible Preferred Stock purchased upon original issuance by the Corporation (and not dividends on dividend shares received) held as of therecord date (*i.e.,* there will be no compounding of dividends). The share dividends shall be payable on September 30, 2004 (to shareholders of record on September 15, 2004), and paid on September 30, 2005 (to shareholders of record onSeptember 15, 2005). Dividends will accrue from the respective closing date for the issuance of such shares. If, as a result of a Change of Control, the shares of Convertible Preferred Stock are converted into shares of Common Stock prior toSeptember 30, 2005, then the dividend otherwise payable during the twelve-month period during which such Change of Control shall occur, shall be prorated to the date of the closing of the Change of Control. The holder of record of a share ofConvertible Preferred Stock on a record date with respect to the payment of dividends will be entitled to receive a dividend on that share on the corresponding dividend due date notwithstanding the conversion of the share after the record date.

 

5. **Liquidation Preference.** In the event of anyvoluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, then, before any distribution or payment shall be made to the holders of any junior stock, the holders of Convertible Preferred Stock shall beentitled to be paid in full the sum of $10.00 per share, together with accrued dividends to such distribution or payment date whether or not earned or declared. To the extent such payment shall have been made in full to the holders of theConvertible Preferred Stock, all other series of Preferred Stock and any parity stock, the remaining assets and funds of the Corporation shall be distributed among the holders of the junior stock, according to their respective rights and preferencesand in each case according to their respective shares. If upon liquidation, dissolution or winding up, the amounts so payable are not paid in full to the holders of all outstanding shares of Convertible Preferred Stock, and all other shares on aparity with the Convertible Preferred Stock, then the holders of Convertible Preferred Stock and all other shares on a parity with the Convertible Preferred Stock, share ratably in any distribution of assets in proportion to the full amounts towhich they would otherwise be respectively entitled. A Change of Control shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of the provisions of this Section 5. 

 

 

6. **Convertibility**. The Convertible Preferred Stock shall automatically convert into sharesof the Corporation’s Common Stock upon the earlier of September 30, 2005 or a Change of Control. Except as described elsewhere in this Amendment, no payment or adjustment is to be made on conversion for dividends accrued on the shares ofConvertible Preferred Stock or for dividends on the Common Stock issued on conversion. Each share of Convertible Preferred Stock shall be convertible into that number of shares of Common Stock as shall be equal to the quotient obtained by dividing$10.00 for each share of Convertible Preferred Stock surrendered for conversion by the Conversion Price (with any fractional shares of Common Stock resulting from such conversion paid in cash). The initial Conversion Price for conversion of theConvertible Preferred Stock shall be $8.50. Thus, based upon such Conversion Price of $8.50, each share of Convertible Preferred Stock is convertible into 1.18 share of Common Stock. The Conversion Price will be subject to adjustment (i) upon theissuance of any shares of Common Stock as a dividend or distribution on the Common Stock, or (ii) upon any subdivisions, combinations, and reclassifications of the Common Stock. In addition, upon any merger of the Corporation with or into any otherentity that results in a cancellation or conversion of the outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company (a “Change of Control”), all shares of Preferred Stock shall beconverted into shares of Common Stock immediately prior to said Change of Control. As promptly as practicable on or after the conversion date, the Corporation shall issue and shall deliver to the holder a certificate or certificates for the numberof full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fractional shares, to the person entitled to receive the same. 

 

7. **Voting Rights**. Except as expressly required by applicable law, the holders of Convertible Preferred Stockwill not have any voting rights. 

 

8. **Absence of SinkingFund**. There is no sinking fund with respect to the Convertible Preferred Stock. 

 

9. **Definitions**. As used herein with respect to the Convertible Preferred Stock, the following terms have the following meanings: 

 

(1) The term “parity stock” means all series of Preferred Stock (including but not limited toConvertible Preferred Stock) and any other class of stock of the Corporation hereafter authorized ranking on a parity with the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolutionor winding up of the Corporation. 

 

(2) The term “junior stock” shall mean the Common Stock and any other class ofstock of the Corporation hereafter authorized over which Preferred Stock, including without limitation Convertible Preferred Stock, has preference or priority in the payment of dividends or in the distribution of assets on any liquidation,dissolution or winding up of the Corporation. 

 

(3) The term “accrued dividends,” with respect to any share of any class or series, shall mean an amount computed on the basis of the formula for the computation of dividends for the class or series of which the particular shareis a part, from the date on which dividends on such share became cumulative, including the date to which such dividends are to be accrued, less the aggregate amount of all dividends theretofore paid thereon. 

 

 

10. **Limitations of Rights**. Holders of shares of Convertible Preferred Stock shall not have any relative, participating, optional or other special rights and powers other than as set forth herein. 

 

**CERTIFICATE**

 

The undersigned, being the duly elected and incumbent President and ChiefExecutive Officer of Suncoast Bancorp, Inc. (the “Corporation”), a corporation organized under the laws of the State of Florida, does hereby certify that the foregoing Articles of Amendment were duly adopted by the Board of Directors onMarch 14, 2003, and continue in full force and effect as of the date of this Certificate without alteration or modification. 

 

IN WITNESS WHEREOF, the undersigned has hereunto affixed his signature this 16th day of June, 2003. 

 
SUNCOAST BANCORP, INC.
By:
 
/s/ John T. Stafford        

 

As its:
 
John T. Stafford

President and Chief Executive Officer