Florida Administrative Code › 69 - DEPARTMENT OF FINANCIAL SERVICES › 69U - FSC - Financial Institution Regulation › Chapter 69U-105 - LICENSING AND CHARTERING OF FINANCIAL INSTITUTIONS › Section 69U-105.210 - Standards for the Initial Offering Circular or Memorandum of State Financial Institutions

Current through Reg. 50, No. 138; July 16, 2024
(1) The initial
				Offering Circular or Memorandum (hereinafter "Offering Circular") of securities
				issued by an applicant for approval shall be deemed to be adequate and shall
				include, but not be limited to, the following information:
(a) The caption "Offering
				Circular;"
(b) The proposed
				corporate name;
(c) The effective
				date of the Offering Circular;
(d)
				The statement: "Subscriptions will be accepted until ___ p.m./a.m. on the
				expiration date ___, 20_. It is anticipated that the state financial
				institution will commence operations on or about ___, 20_."
(e) The temporary and permanent address and
				telephone number of the applicant, if known;
(f) The number of authorized
				shares;
(g) Par value of the
				shares;
(h) The amount and type of
				shares being offered in the initial sale;
(i) The following statements in capital
				letters in 12 point type:
THE MERITS OF THESE SECURITIES HAVE NOT BEEN PASSED UPON BY
				  THE OFFICE OF FINANCIAL REGULATION NOR HAS THE OFFICE OF FINANCIAL REGULATION
				  PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
				  MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE OFFERING CIRCULAR
				  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED
				  UPON AS HAVING BEEN AUTHORIZED BY THE PROPOSED STATE FINANCIAL
				  INSTITUTION.
THE DELIVERY OF THE OFFERING CIRCULAR SHALL NOT UNDER ANY
				  CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
				  AFFAIRS OF THE STATE FINANCIAL INSTITUTION SINCE THE DATE
				  HEREOF.
(j) A statement that
				the Offering Circular and the Offering is not a solicitation for deposits nor
				will payment for the initial securities be considered a deposit;
(k) The price per share and a statement as to
				whether or not that value is arbitrarily reached or reflective of the
				market;
(l) Indicate the
				anticipated nature of the secondary market for the securities being offered. If
				there can be no assurance of the marketability of the securities, so
				state;
(m) Options and warrants in
				connection with the securities to be offered;
(n) The amount of sales commissions, by whom
				earned, a statement that this is a separate expense, and which persons are to
				pay this expense (if applicable);
(o) The total estimated amount of proceeds
				from the Offering;
(p) A detailed
				breakdown of the organizational fees and offering expenses of the
				issuer;
(q) The proposed
				capitalization structure;
(r) A
				description of the location and essential terms governing the escrow account in
				which the funds will be held until all of the subscriptions have been paid and
				accepted. A copy of the escrow agreement shall be attached to or included in
				the Offering Circular;
(s) The
				shareholders rights to dividends, voting, preemption, liquidation, and any
				other material terms of the stock being offered;
(t) A statement of the policy of the
				applicant as to the declaration of dividends and retention of
				profits;
(u) A statement as to when
				the directors may call for the payment of stock subscriptions;
(v) A statement that shares of stock duly
				subscribed and paid for will be issued upon acceptance of the subscribers by
				the proposed state financial institution and at least 30 days prior to the
				proposed state financial institution receiving its certificate of authority to
				transact business;
(w) The minimum
				number of shares considered adequate by the issuers which must be sold for the
				state financial institution to begin operations;
(x) The amount and nature of any long term
				debt obligation extending beyond the opening of the state financial
				institution;
(y) A statement to the
				effect that the offering is for the shares of a proposed new state financial
				institution which has no operating history;
(z) Description of the proposed business of
				the applicant;
(aa) The proposed
				services of the applicant in the commercial, consumer, and trust
				areas;
(bb) The expected sources of
				deposits and loans when operations commence;
(cc) The primary service area delineated for
				the applicant's business, a summary of the competitive conditions and of the
				economic conditions therein;
(dd)
				The manner in which the physical and economic conditions of the Primary Service
				Area will affect the state financial institution with particular attention to
				the effect of competition on the state financial institution;
(ee) The likelihood of profitable operations
				during each of the state financial institution's first three years of
				operation;
(ff) The material
				effects that compliance with Federal and State financial institution laws and
				rules or regulations enacted thereunder will have on the business of the state
				financial institution;
(gg) The
				name, business address, a brief professional biography, litigation history, and
				present occupation of each proposed director, the proposed president, and the
				proposed chief executive officer, and the senior trust officer, if applicable,
				of the state financial institution;
(hh) The approximate number of shares of
				record of capital stock and the percent of the class each proposed director and
				executive officer of the state financial institution intends to own or benefit
				from directly or indirectly;
(ii)
				The amount of any compensation or benefits to proposed directors and executive
				officers, including any proposed or existing employment contracts;
(jj) The amount of any actual executive
				officer remuneration for the twelve (12) month period prior to and any proposed
				executive officer remuneration subsequent to the effective date of the Offering
				Circular;
(kk) The underwriters'
				names and addresses, if any;
(ll)
				The amount of any underwriters' commission and discounts;
(mm) Officer's, stockholder's, or director's
				interests in property acquired by or from the applicant, and information on any
				other insider transaction;
(nn)
				Adverse actions by state or federal regulatory agencies taken against any
				person listed in paragraphs (hh) and (mm) of this section;
(oo) Transactions involving the state
				financial institution's purchase and/or lease of land and/or buildings;
				including but not limited to the main office of the state financial
				institution;
(pp) Information
				concerning material contracts of the applicant; and,
(qq) Pending material litigation involving
				the applicant.