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SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Jun 14, 2010

SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: June 14, 2010 · CIK: 0000730708 · Accession: 0000000000-10-033190

AI Filing Summary & Sentiment

File numbers found in text: 333-167050, 333-167051

Date
June 14, 2010
Author
Not clearly detected
Form
UPLOAD
Company
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE June 14, 2010 Via U.S. Mail and Facsimile Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994 Re: Seacoast Banking Corporation of Florida Registration Statement on Form S-1 Filed May 24, 2010 File No. 333-167051

Dear Mr. Hudson: We have limited our review of your regi stration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. Wher e you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to th ese comments, we may have additional comments.

Form S-1 filed May 24, 2010

Incorporation by Reference, page iv

1. The Form 10-K/A which has been inco rporated by referenc e does not contain financial statements for your latest fiscal year. Please revise. Refer to Item 12(a)(1) of Form S-1.

Dennis S. Hudson, III Seacoast Banking Corporation of Florida June 14, 2010 Page 2 Recent Developments, page 9

2. To the extent material, please revise to discuss the company’s performance since March 31, 2010. Include a discussion of whether non-performing loans have increased since the end of the first quarter and, if so, the amount by which they have increased.

Selling Stockholder, page 21

3. Please provide all of the information required by Item 507 of Regulation S-K in your next pre-effective amendment.

4. Please confirm that the selling share holder is a reporting company under the Exchange Act, a majority-owned subsidiary of a reporting company under the Exchange Act, or a regist ered investment fund under the 1940 Act. If not, you must identify the natura l person or persons havi ng voting and investment control over the securi ties held. Please revise accordingly. General

5. We may have additional comments on this filing after reviewing your responses to our comment letter on th e registration statement on Form S-1 relating to the Series B preferred stock conversion (File No. 333-167050).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain th at the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accur acy and adequacy of the disclosures they have made. Notwithstanding our comments, in the ev ent you request acceleration of the effective date of the pending registration st atement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking any action with respect to the filing;

Dennis S. Hudson, III Seacoast Banking Corporation of Florida June 14, 2010 Page 3 • the action of the Commission or the st aff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in any pr oceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 rega rding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting accel eration are aware of their respective res ponsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to th e proposed public offering of the securities specified in the above regist ration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Matt McNair, Staff Atto rney, at (202) 551-3583 or me at (202) 551-3434 with any questions. Sincerely,

Michael R. Clampitt Senior Attorney cc: Ralph F. MacDonald III, Esq. Jones Day

Show Raw Text
UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

June 14, 2010

Via U.S. Mail and Facsimile

Dennis S. Hudson, III
Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994
Re: Seacoast Banking Corporation of Florida
  Registration Statement on Form S-1
Filed May 24, 2010
  File No. 333-167051

Dear Mr. Hudson:
 We have limited our review of your regi stration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Wher e you do not believe our comments apply
to your facts and circumstances or do not  believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-1 filed May 24, 2010

 Incorporation by Reference, page iv

1. The Form 10-K/A which has been inco rporated by referenc e does not contain
financial statements for your latest fiscal  year.  Please revise.  Refer to Item
12(a)(1) of Form S-1.

Dennis S. Hudson, III
Seacoast Banking Corporation of Florida
June 14, 2010 Page 2  Recent Developments, page 9

2. To the extent material, please revise to discuss the company’s performance
since March 31, 2010.  Include a discussion of whether non-performing loans have increased since the end of the first quarter and, if so, the amount by
which they have increased.

Selling Stockholder, page 21

3. Please provide all of the information required by Item 507 of Regulation S-K
in your next pre-effective amendment.

4. Please confirm that the selling share holder is a reporting company under the
Exchange Act, a majority-owned subsidiary of a reporting company under the Exchange Act, or a regist ered investment fund under the 1940 Act.  If not,
you must identify the natura l person or persons havi ng voting and investment
control over the securi ties held.  Please revise accordingly.
 General

5. We may have additional comments on this filing after reviewing your
responses to our comment letter on th e registration statement on Form S-1
relating to the Series B preferred stock conversion (File No. 333-167050).

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Act of 1933 and all applicable Securities Act rules require.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

Dennis S. Hudson, III
Seacoast Banking Corporation of Florida June 14, 2010 Page 3
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 rega rding requests for acceleration.  We
will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that  those requesting accel eration are aware of
their respective res ponsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above regist ration statement.  Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration
statement.
 Please contact Matt McNair, Staff Atto rney, at (202) 551-3583 or me at
(202) 551-3434 with any questions.
Sincerely,

Michael R. Clampitt Senior Attorney
 cc: Ralph F. MacDonald III, Esq.
      Jones Day