SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Jul 29, 2009
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: July 29, 2009 · CIK: 0000730708 · Accession: 0000000000-09-040682
AI Filing Summary & Sentiment
File numbers found in text: 000-13660
Referenced dates: July 17, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4720 July 29, 2009 By U.S. Mail and Facsimile to: (404) 581-8330 Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994
Re: Seacoast Banking Corporation of Florida Form 10-K for the Fiscal Year Ended December 31, 2008 Form 10-K/A for the Fiscal Year Ended December 31, 2008 File No. 000-13660
Dear Mr. Hudson:
We have reviewed your response filed with the Commission on July 23, 2009 and have the following comments. Where in dicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary. Please be as detailed as necessary in your explanat ion. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this letter. Form 10-K for the Fiscal Year Ended December 31, 2008
Exhibit 13 Reports of Independent Public Accountants, pages 57 and 58
1. We note your response to comment number six of our letter dated July 17, 2009. The staff reiterates its previous comment . Please provide a Form 10-K/A to file both the signed report of the independent public accountants as well as the signed attestation report on the company’s inte rnal control over financial reporting.
Dennis S. Hudson, III Seacoast Banking Corporation of Florida July 29, 2009 Page 2
Form 10-K/A for the Fiscal Year Ended December 31, 2008
Item 11. Executive Compensation, page 39 Key Manager Incentive Plan, page 19 of Definitive Proxy Statement on Schedule 14A
2. We note your response to comments 10 a nd 11 in our letter dated July 17, 2009 but we are unable to concur with your conclusions given the disclosure in your proxy statement; therefore, we reissue bot h comments. You disclose in your proxy statement that an EPS target wa s set for 2008, but was not achieved and therefore no cash incentive payments were made to named executive officers. As such, please provide us with proposed revi sed disclosure of your Grants of Plan- Based Awards table to include the estimated threshold, target and maximum payouts to named executive officers for 2008 and confirm that you will include similar disclosure, as appropriate, in future filings. Refer to Item 402(d)(2)(iii) of Regulation S-K. Please also file the Key Manager Incentiv e Plan as an exhibit to the Form 10-K or tell us why you are not required to do so. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your re sponses to our comments. You may contact Chris Harley at (202) 551-3695 or John Nolan, Senior Assistant Chief Accountant, at (202) 551-3492 if you have questions regarding comments on the financial statements and related matters. Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3464 with any other questions. Sincerely,
Kathryn McHale Staff Attorney cc: Ralph F. MacDonald III, Esq. Jones Day (By facsimile)
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
July 29, 2009
By U.S. Mail and Facsimile to: (404) 581-8330
Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994
Re: Seacoast Banking Corporation of Florida
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-K/A for the Fiscal Year Ended December 31, 2008
File No. 000-13660
Dear Mr. Hudson:
We have reviewed your response filed with the Commission on July 23, 2009 and
have the following comments. Where in dicated, we think you should revise your
documents in response to these comments. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary. Please
be as detailed as necessary in your explanat ion. In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
We welcome any questions you may have about our comments or any other
aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Exhibit 13
Reports of Independent Public Accountants, pages 57 and 58
1. We note your response to comment number six of our letter dated July 17, 2009.
The staff reiterates its previous comment . Please provide a Form 10-K/A to file
both the signed report of the independent public accountants as well as the signed
attestation report on the company’s inte rnal control over financial reporting.
Dennis S. Hudson, III
Seacoast Banking Corporation of Florida July 29, 2009 Page 2
Form 10-K/A for the Fiscal Year Ended December 31, 2008
Item 11. Executive Compensation, page 39
Key Manager Incentive Plan, page 19 of Definitive Proxy Statement on Schedule 14A
2. We note your response to comments 10 a nd 11 in our letter dated July 17, 2009
but we are unable to concur with your conclusions given the disclosure in your
proxy statement; therefore, we reissue bot h comments. You disclose in your
proxy statement that an EPS target wa s set for 2008, but was not achieved and
therefore no cash incentive payments were made to named executive officers. As such, please provide us with proposed revi sed disclosure of your Grants of Plan-
Based Awards table to include the estimated threshold, target and maximum payouts to named executive officers for 2008 and confirm that you will include similar disclosure, as appropriate, in future filings. Refer to Item 402(d)(2)(iii) of
Regulation S-K. Please also file the Key Manager Incentiv e Plan as an exhibit to
the Form 10-K or tell us why you are not required to do so. Refer to Item
601(b)(10)(iii)(A) of Regulation S-K.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your re sponses to our comments.
You may contact Chris Harley at (202) 551-3695 or John Nolan, Senior Assistant Chief Accountant, at (202) 551-3492 if you have questions regarding comments on the financial statements and related matters. Please contact Justin Dobbie at (202) 551-3469
or me at (202) 551-3464 with any other questions.
Sincerely,
Kathryn McHale Staff Attorney
cc: Ralph F. MacDonald III, Esq.
Jones Day
(By facsimile)