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<P align="left"><FONT size="2">As filed with the Securities and Exchange Commission on June&nbsp;13, 2003</FONT>
<div align="right"><FONT size="2">Registration No.&nbsp;333-________</FONT>
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<P align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT>
<div align="center"><FONT size="3"><B>WASHINGTON, D.C. 20549</B></FONT>
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<P align="center"><FONT size="5"><B>FORM S-8</B></FONT>

<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT>

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<P align="center"><FONT size="6"><B>TIB FINANCIAL CORP.</B></FONT>
<div align="center"><FONT size="2">(Exact name of registrant as specified in its charter)</FONT>
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    <TD width="45%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2">Florida</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
65-0655973</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer Identification No.)</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">99451 Overseas Highway, Key Largo, Florida</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
33037-7808</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">(Address of Principal Executive Offices)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Zip Code)</FONT></TD>
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<P align="center"><FONT size="2">401(K) Savings and Employee Stock Ownership Plan
</font>
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<div align="center"><FONT size="2">(Full title of the plan)</FONT>
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<P align="center"><FONT size="2">Edward V. Lett<BR>
President and Chief Executive Officer<BR>
TIB Financial Corp.<BR>
99451 Overseas Highway<BR>
Key Largo, Florida 33037-7808<BR>
(Name and address of agent for service)</FONT>

<P align="center"><FONT size="2">(305)&nbsp;451-4660<BR>
(Telephone number, including area code, of agent for service)<BR>
Copies to:<BR>
John P. Greeley, Esquire<BR>
Smith Mackinnon, PA<BR>
255 South Orange Avenue, Suite&nbsp;800<BR>
Orlando, Florida 32801</FONT>

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<P align="center"><FONT size="2">CALCULATION OF REGISTRATION FEE</FONT>

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    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
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    <TD><FONT size="1">&nbsp;</FONT></TD>
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    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
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    <TD nowrap align="center"><FONT size="1"><B>Title of securities</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>to be registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price Per Share</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par
value $0.10 per
share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center" nowrap><FONT size="2">100,000 shares</FONT></TD>
    <TD><FONT size="2">(1)</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17.48</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,748,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">141.42</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Pursuant to Rule&nbsp;416(c) under the Securities Act of 1933, this
registration statement also covers (i)&nbsp;an indeterminate amount of interest
to be offered or sold to the employee benefit plan described herein, and
(ii)&nbsp;an indeterminate number of shares which may be required to be issued
or may be issued pursuant to the antidilution provisions of the plan for
stock splits, stock dividends or similar transactions</FONT></TD>
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      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Estimated solely for purposes of calculating the registration fee,
pursuant to Rule&nbsp;457(c) under the Securities Act of 1933, as amended, on
the basis of the last sale price of the Common Stock on June&nbsp;5, 2003</FONT></TD>
</TR>
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83363exv5w1.txt">Opinion of Smith Mackinnon PA</A></TD></TR>
<TR><TD colspan="9"><A HREF="g83363exv23w1.txt">Consent of BDO Seidman LLP</A></TD></TR>
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<P align="center"><FONT size="2"><B>PART II<br>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT>

<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by TIB Financial Corp. (&#147;TIB&#148;, the
&#147;Company&#148;, or &#147;Registrant&#148;) with the Securities and Exchange Commission (the
&#147;Commission&#148;) (File No.&nbsp;000-21329) are incorporated herein by reference:
</FONT>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">1.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">TIB&#146;s Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2002, filed pursuant to the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), as filed with the Commission
on March&nbsp;28, 2003.</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">2.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="90%"><FONT size="2">All other reports filed pursuant to Section&nbsp;13(a) or 15(d) of
the Exchange Act since December&nbsp;31, 2002.</FONT></TD>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other documents subsequently filed by TIB pursuant to Sections&nbsp;13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
TIB Common Stock offered hereby have been sold or which deregisters all the
shares of TIB Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities.</B></FONT>

<P align="left"><FONT size="2"><B>Common Stock</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TIB has 7,500,000 shares of authorized common stock, par value $0.10 per
share. The holders of TIB common stock have one vote per share in all
proceedings in which action shall be taken by TIB stockholders. TIB shares are
quoted on The NASDAQ National Market under the symbol &#147;TIBB.&#148;
</FONT>
<P align="left"><FONT size="2"><B>Trust Preferred Securities</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TIB has participated in separate pooled offerings of trust preferred
securities through the formation of separate wholly-owned statutory trust
subsidiaries which issued the trust preferred securities. The trusts used the
proceeds from the issuance of the trust preferred securities to acquire junior
subordinated notes from us. The trust preferred securities essentially mirror
the debt securities, carrying accumulated preferred dividends. One of TIB&#146;s
trust subsidiaries issued $8,000,000 of trust preferred securities on September
7,
</FONT>
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<P align="left"><FONT size="2">2000, which carry a cumulative preferred dividend at a fixed rate equal to
the 10.6% interest rate on the debt securities. The trust preferred securities
and debt securities are callable by TIB or the trust, at their respective
option after ten years, and at varying premiums and sooner in specific
events, subject to prior approval by the Federal Reserve Board, if then
required. On July&nbsp;31, 2001, a second trust formed by TIB participated at an
amount of $5,000,000 in a pooled offering of trust preferred securities,
carrying a cumulative preferred dividend at a variable rate equal to the
interest rate on the debt securities (three month LIBOR plus 358 basis points).
The initial rate in effect at the time of issuance was 7.29% and is subject to
change quarterly. The rate in effect at December&nbsp;31, 2002 was 5.34%. The
trust preferred securities and the debt securities are callable by TIB or the
trust, at their respective option after five years, at varying premiums and
sooner in specific events, subject to prior approval by the Federal Reserve
Board, if then required. TIB has treated the trust preferred securities as
Tier 1 capital up to the maximum amount allowed, and the remainder as Tier 2
capital for federal regulatory purposes. TIB has fully and unconditionally
guaranteed the trusts&#146; obligations under their respective trust preferred
securities, to the extent that the trusts have proceeds available to pay such
amounts.
</FONT>
<P align="left"><FONT size="2"><B>Rights to Dividends</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as TIB is not in default and has not deferred its obligation to
make payments of interest in connection with the Trust Preferred Securities,
the holders of TIB common stock will be entitled to dividends when, as, and if
declared by TIB Board of Directors out of funds legally available for
dividends. Under Florida law, dividends may be legally declared or paid only
if, after their payment, TIB can pay its debts as they come due in the usual
course of business, and then only if TIB&#146;s total assets equal or exceed the sum
of TIB&#146;s liabilities plus the amount that would be needed to satisfy the
preferential rights upon dissolution of any holders of preferred stock then
outstanding whose preferential rights are superior to those receiving the
distribution.
</FONT>
<P align="left"><FONT size="2"><B>Rights Upon Liquidation</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of TIB&#146;s voluntary or involuntary liquidation or dissolution,
or the winding-up of TIB&#146;s affairs, TIB&#146;s assets will be applied first to the
payment, satisfaction and discharge of TIB existing debts and obligations,
including the necessary expenses of dissolution or liquidation, and then pro
rata to the holders of TIB&#146;s common stock. TIB has guaranteed the payment of
distributions to holders of the Trust Preferred Securities. Therefore, TIB&#146;s
debts and obligations to be satisfied upon TIB&#146;s liquidation or winding-up will
include, to the extent the trusts are unable to do so, any amounts owed to the
holders of the Trust Preferred Securities, and TIB will be required to make
these payments out of TIB&#146;s assets before it can make any payments to the
holders of TIB&#146;s common stock.
</FONT>
<P align="left"><FONT size="2"><B>General Voting Requirements</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The affirmative vote of the holders of a majority of the shares of common
stock entitled to vote is required to approve any action for which stockholder
approval is required.
</FONT>
<P align="left"><FONT size="2"><B>Anti-Takeover Measures</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Generally, TIB&#146;s Articles and Bylaws contain certain provisions designed
to enhance the ability of the Board of Directors to deal with attempts to
acquire control of the Company. These provisions may be
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<P align="left"><FONT size="2">deemed to have an
anti-takeover effect and may discourage takeover attempts that have not been
approved by the Board of Directors (including takeovers that certain
stockholders may deem to be in their best interest). These provisions also
could discourage or make more difficult a merger, tender offer or proxy
contest, even though such transaction may be favorable to the interests of
stockholders, and could potentially adversely affect the market price.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following discussion briefly summarizes protective provisions
contained in the Articles and Bylaws. This summary is necessarily general and
is not intended to be a complete description of all the features and
consequences of those provisions, and is qualified in its entirety by reference
to the Articles and Bylaws.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Staggered Board Terms. </I>The Articles provide that the Board of Directors
be divided into three classes of directors, one class to be elected each year
for a term of three years, with each director to hold office until its
successor is duly elected and qualified. Directors elected to succeed directors
whose terms then expire will be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their election, with each
director to hold office until such person&#146;s successor is duly elected and
qualified. Under the classified board provisions described above, it would
take at least two elections of directors for any individual or group to gain
control of the board. Accordingly, these provisions may discourage a third
party from initiating a proxy contest, making a tender offer or otherwise
attempting to gain control of the Company.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Call of Shareholder Meetings</I>. A special meeting of TIB shareholders, for
any purpose, only may be called by the Chairman of the Board, by the President,
by a majority of the directors, or by holders of shares entitled to cast not
less than 67% of the votes at the meeting. Accordingly, the holders of a
majority of shares could not force shareholder consideration of a proposal
unless the meeting were called by the requisite shareholder percentage or the
Chairman, the President, or a majority of the directors.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Director Limited Liability Provision</I>. The Articles provide that, a
director shall not be personally liable to the Company or TIB shareholders for
monetary damages for breach of duty of care or other duty as a director, except
for liability (i)&nbsp;for any appropriation, in violation of his or her duties, of
any business opportunity of the Company; (ii)&nbsp;for acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii)&nbsp;for the
types of liability set forth in certain provisions of Florida law; or (iv)&nbsp;for
any transaction from which the director derives an improper personal benefit.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Shareholder Action by Meeting Only. </I>The Articles also provide that any
action that requires approval of the shareholders may be taken only at an
annual or special meeting of shareholders, and not by means of written consent
(which otherwise would allow the holders of a majority of the outstanding
shares to sign a document, in lieu of a meeting, to approve such action).
</FONT>
<P align="left"><FONT size="2"><B>Business Combinations</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless an exemption is available, the Florida Business Corporation Act
prohibits certain &#147;business combinations&#148; (including any merger or similar
transaction subject to a statutory stockholder vote and additional transactions
involving transfers of assets or securities in specific amounts) between a
Florida corporation and certain &#147;interested stockholders&#148; for a period of five
years after the most recent date on which that stockholder became an interested
stockholder. For purposes of this prohibition, an &#147;interested stockholder&#148; is:
(i)&nbsp;any person who, after the date on which the corporation has 100 or more
beneficial owners
</FONT>
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<P align="left"><FONT size="2">of its stock, beneficially owns 10% or more of the voting
power of the corporation&#146;s shares; and (ii)&nbsp;any affiliate of the corporation
who, at any time within the two-year period prior to the date in question and
after the date on which the corporation has 100 or more beneficial owners of
its stock, was the beneficial owner of 10% or more of the voting power of the
then-outstanding voting stock of the corporation, or an affiliate thereof.
After that five-year period, any such business combination must be recommended
by the Board of Directors of the corporation and approved by the affirmative
vote of at least: (i)&nbsp;80% of the votes entitled to be cast by holders of
outstanding voting shares of the corporation; and (ii)&nbsp;two-thirds of the votes
entitled to be cast by holders of outstanding voting shares of the
corporation other than shares held by the interested stockholder with whom the
business combination is to be effected, unless the corporation&#146;s stockholders
receive a minimum price (as described in the Florida Business Corporation Act)
for their shares and the consideration is received in cash or in the same form
as previously paid by the interested stockholder for its shares.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions of Florida law do not apply, however, to business
combinations that are approved or exempted by the Board of Directors prior to
the time that the stockholder becomes an interested stockholder, or if TIB&#146;s
Articles are amended to specifically provide that TIB is not subject to the
foregoing requirements. Under the Florida Business Corporation Act, such an
amendment must be approved by an affirmative vote of at least 80% of the votes
entitled to be cast by all holders of outstanding shares of voting stock and
two-thirds of the votes entitled to be cast by holders of outstanding shares of
voting stock who are not interested stockholders.
</FONT>
<P align="left"><FONT size="2"><B>Control Share Acquisitions</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Florida Business Corporation Act provides that &#147;control shares&#148; of a
Florida corporation acquired in a &#147;control share acquisition&#148; have no voting
rights except to the extent approved by a vote of two-thirds of the shares
entitled to be voted on the matter, excluding shares of stock owned by the
acquiror or by officers or directors who are employees of the corporation.
&#147;Control shares&#148; are voting shares of stock which, if aggregated with all other
such shares of stock previously acquired by the acquiror, or in respect of
which the acquiror is able to exercise or direct the exercise of voting power
except solely by virtue of a revocable proxy, would entitle the acquiror to
exercise voting power in electing directors within one of the following ranges
of voting power: (i)&nbsp;one-tenth or more but less than one-third; (ii)&nbsp;one-third
or more but less than a majority; or (iii)&nbsp;a majority of all voting power.
Control shares do not include shares the acquiring person is then entitled to
vote as a result of having previously obtained stockholder approval. A &#147;control
share acquisition&#148; means the acquisition of control shares, subject to certain
exceptions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A person who has made or proposes to make a control share acquisition,
upon satisfaction of certain conditions (including an undertaking to pay
expenses and delivery of an &#147;acquiring person statement&#148;), may compel the
corporation&#146;s Board of Directors to call a special meeting of stockholders to
be held within 50&nbsp;days of demand to consider the voting rights of the shares.
If no request for a meeting is made, the corporation may itself present the
question at any stockholders&#146; meeting.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the charter or bylaws provide otherwise, if voting rights are not
approved at the meeting or if the acquiring person does not deliver an
acquiring person statement within 10&nbsp;days following a control share acquisition
then, subject to certain conditions and limitations, the corporation may redeem
any or all of the control shares (except those for which voting rights have
previously been approved) for fair value determined, without regard to the
absence of voting rights for the control shares, as of the date of the last
control share
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P align="left"><FONT size="2">acquisition or of any meeting of stockholders at which the voting
rights of such shares are considered and not approved. Moreover, unless the
charter or bylaws provides otherwise, if voting rights for control shares are
approved at a stockholders&#146; meeting and the acquiror becomes entitled to
exercise or direct the exercise of a majority or more of all voting power,
other stockholders may exercise appraisal rights. The fair value of the shares
as determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition.
</FONT>
<P align="left"><FONT size="2"><B>Transfer Agent</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The transfer agent for TIB common stock is American Stock Transfer &#038; Trust
Company.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;607.0850, Florida Statutes, grants a corporation the power to
indemnify its directors, officers, employees, and agents for various expenses
incurred resulting from various actions taken by its directors, officers,
employees, or agents on behalf of the corporation. In general, if an
individual acted in good faith and in a manner he 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 the
action was unlawful, then the corporation has the power to indemnify said
individual who was or is a party to any proceeding (including, in the absence
of an adjudication of liability (unless the court otherwise determines), any
proceeding by or in the right of the corporation) against liability expenses,
including counsel fees, incurred in connection with such proceeding, including
any appeal thereof (and, as to actions by or in the right of the corporation,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including any appeal thereof). To the extent
that a director, officer, employee, or agent has been successful on the merits
or otherwise in defense of any proceeding, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith. The
term &#147;proceeding&#148; includes any threatened, pending, or completed action, suit,
or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any indemnification in connection with the foregoing, unless pursuant to a
determination by a court, shall be made by the corporation upon a determination
that indemnification is proper in the circumstances because the individual has
met the applicable standard of conduct. The determination shall be made (i)&nbsp;by
the board of directors by a majority vote of a quorum consisting of directors
who are not parties to such proceeding; (ii)&nbsp;by majority vote of a committee
duly designated by the board of directors consisting solely of two or more
directors not at the time parties to the proceeding; (iii)&nbsp;by independent legal
counsel selected by the board of directors or such committee; or (iv)&nbsp;by the
shareholders by a majority vote of a quorum consisting of shareholders who are
not parties to such proceeding. Evaluation of the reasonableness of expenses
and authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P align="left"><FONT size="2">counsel, then the
directors or the committee shall evaluate the reasonableness of expenses and
may authorize indemnification. Expenses incurred by an officer or director in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
he is ultimately found not to be entitled to indemnification by the
corporation. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the board of directors deems
appropriate.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;607.0850 also provides that the indemnification and advancement of
expenses provided pursuant to that Section are not exclusive, and a corporation
may make any other or further indemnification or advancement of expenses of any
of its directors, officers, employees, or agents, under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses may not be made if
a judgment or other final adjudication established that the individual&#146;s
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute (i)&nbsp;a violation of the criminal law (unless the
individual had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful); (ii)&nbsp;a transaction from
which the individual derived an improper personal benefit; (iii)&nbsp;in the case of
a director, a circumstance under which the liability provisions of Section
607.0834 are applicable; or (iv)&nbsp;willful misconduct or a conscious disregard
for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor in a proceeding by or in the
right of a shareholder. Indemnification and advancement of expenses shall
continue as, unless otherwise provided when authorized or ratified, to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such person, unless
otherwise provided when authorized or ratified.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;607.0850 further provides that unless the corporation&#146;s articles
of incorporation provide otherwise, then notwithstanding the failure of a
corporation to provide indemnification, and despite any contrary determination
of the board or of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the court
conducting the proceeding, to the circuit court, or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice that it considers necessary, may order indemnification and
advancement of expenses, including expenses incurred in seeking court-ordered
indemnification or advancement of expenses, if it determines that (i)&nbsp;the
individual is entitled to mandatory indemnification under Section&nbsp;607.0850 (in
which case the court shall also order the corporation to pay the director
reasonable expenses incurred in obtaining court-ordered indemnification or
advancement of expenses); (ii)&nbsp;the individual is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power under Section&nbsp;607.0850; or (iii)&nbsp;the individual is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether the person met
the standard of conduct set forth in Section&nbsp;607.0850. Further, a corporation
is granted the power to purchase and maintain indemnification insurance.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bylaws of the Company provide for indemnification of the Company&#146;s
officers and directors and advancement of expenses. Among other things,
indemnification is granted to each person who is or was a director, officer or
employee of the Company and each person who is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation to
the full extent authorized by law. The Company&#146;s Bylaws also sets forth
certain conditions in connection with any advancement of expenses and provision
by the Company of any other indemnification rights and remedies. The Company
also is
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<P align="left"><FONT size="2">authorized to purchase insurance on behalf of any person against
liability asserted whether or not the Company would have the power to indemnify
such person under the Bylaws.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claim.</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits.</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Articles of Incorporation of TIB Financial Corp. (Incorporated by
reference to the Registration Statements of TIB Financial Corp. (File Nos.
333-03499 and 333-24101) (the &#147;Registration Statements&#148;)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Bylaws of TIB Financial Corp. (Incorporated by reference to the
Registration Statements)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion and consent of Smith Mackinnon, PA, as to the validity of the
shares being issued.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
The consent of BDO Seidman, LLP.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on the signature page to this Registration Statement).</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings.</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; The undersigned Registrant hereby undertakes:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by section 10(a)(3) of
the Securities Act;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">7</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>SIGNATURES</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Key Largo, State of Florida, on the 13th day of June, 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top" colspan="3"><FONT size="2"><B>TIB FINANCIAL CORP</B></FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2"><I>/s/ Edward V. Lett</I></FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Edward V. Lett<br>
President and Chief Executive Officer</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2"><I>/s/ David P. Johnson</I></FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">David P. Johnson<br>
Executive Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the undersigned hereby constitutes and appoints James R. Lawson
and Edward V. Lett, and each of them as attorneys for him and in his name,
place and stead, and in any and all capacities, to execute and file any
amendments, supplements or statements with respect to this Registration
Statement, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney, or any
of them, or their or his substitute or substitutes, may or shall lawfully do,
or causes to be done, by virtue hereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 13th day of June, 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ James R. Lawson</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
James R. Lawson, III</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Chairman of the Board</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Edward V. Lett</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Edward V. Lett</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
President and Chief Executive Officer of the Company;<BR>
Director</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">9</FONT>
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<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Armando J. Hendriquez</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Armando J. Henriquez</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Gretchen K. Holland<BR>
</FONT><HR size="1" noshade><FONT size="2">
Gretchen K. Holland</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Paul O. Jones</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Paul O. Jones</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Thomas J. Longe</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Thomas J. Longe</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Derek D. Martin-Vegue</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Derek D. Martin-Vegue</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Joh</I>n G. Parks, Jr.<BR>
</FONT><HR size="1" noshade><FONT size="2">
John G. Parks, Jr.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Joseph H. Roth, Jr.</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Joseph H. Roth, Jr.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Marvin F. Schindler</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Marvin F. Schindler</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Otis T. Wallace</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Otis T. Wallace</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Millard J. Younkers, Jr.</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Millard J. Younkers, Jr.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><I>/s/ Robert A. Zolten, M.D.</I><BR>
</FONT><HR size="1" noshade><FONT size="2">
Robert A. Zolten, M.D.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">10</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
    <TD><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">Opinion and consent of Smith Mackinnon,
PA, as to the validity of the shares
being issued.</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">Consent of BDO Seidman, LLP.
</FONT></TD>
</TR>
</TABLE>
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</HTML>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on June 13, 2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Florida
65-0655973
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
99451 Overseas Highway, Key Largo, Florida
33037-7808
(Address of Principal Executive Offices)
(Zip Code)
401(K) Savings and Employee Stock Ownership Plan
(Full title of the plan)
Edward V. Lett
President and Chief Executive Officer
TIB Financial Corp.
99451 Overseas Highway
Key Largo, Florida 33037-7808
(Name and address of agent for service)
(305) 451-4660
(Telephone number, including area code, of agent for service)
Copies to:
John P. Greeley, Esquire
Smith Mackinnon, PA
255 South Orange Avenue, Suite 800
Orlando, Florida 32801
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of securities
Amount to be
Proposed Maximum
Aggregate Offering
Amount of
to be registered
Registered
Offering Price Per Share
Price
Registration Fee
Common Stock, par
value $0.10 per
share
100,000 shares
(1)
$
17.48
$
1,748,000
$
141.42
(1)
Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers (i) an indeterminate amount of interest
to be offered or sold to the employee benefit plan described herein, and
(ii) an indeterminate number of shares which may be required to be issued
or may be issued pursuant to the antidilution provisions of the plan for
stock splits, stock dividends or similar transactions
(2)
Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of the last sale price of the Common Stock on June 5, 2003
TABLE OF CONTENTS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX
Opinion of Smith Mackinnon PA
Consent of BDO Seidman LLP
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by TIB Financial Corp. ("TIB", the
"Company", or "Registrant") with the Securities and Exchange Commission (the
"Commission") (File No. 000-21329) are incorporated herein by reference:
1.
TIB's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as filed with the Commission
on March 28, 2003.
2.
All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2002.
All other documents subsequently filed by TIB pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
TIB Common Stock offered hereby have been sold or which deregisters all the
shares of TIB Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Common Stock
TIB has 7,500,000 shares of authorized common stock, par value $0.10 per
share. The holders of TIB common stock have one vote per share in all
proceedings in which action shall be taken by TIB stockholders. TIB shares are
quoted on The NASDAQ National Market under the symbol "TIBB."
Trust Preferred Securities
TIB has participated in separate pooled offerings of trust preferred
securities through the formation of separate wholly-owned statutory trust
subsidiaries which issued the trust preferred securities. The trusts used the
proceeds from the issuance of the trust preferred securities to acquire junior
subordinated notes from us. The trust preferred securities essentially mirror
the debt securities, carrying accumulated preferred dividends. One of TIB's
trust subsidiaries issued $8,000,000 of trust preferred securities on September
7,
1
Table of Contents
2000, which carry a cumulative preferred dividend at a fixed rate equal to
the 10.6% interest rate on the debt securities. The trust preferred securities
and debt securities are callable by TIB or the trust, at their respective
option after ten years, and at varying premiums and sooner in specific
events, subject to prior approval by the Federal Reserve Board, if then
required. On July 31, 2001, a second trust formed by TIB participated at an
amount of $5,000,000 in a pooled offering of trust preferred securities,
carrying a cumulative preferred dividend at a variable rate equal to the
interest rate on the debt securities (three month LIBOR plus 358 basis points).
The initial rate in effect at the time of issuance was 7.29% and is subject to
change quarterly. The rate in effect at December 31, 2002 was 5.34%. The
trust preferred securities and the debt securities are callable by TIB or the
trust, at their respective option after five years, at varying premiums and
sooner in specific events, subject to prior approval by the Federal Reserve
Board, if then required. TIB has treated the trust preferred securities as
Tier 1 capital up to the maximum amount allowed, and the remainder as Tier 2
capital for federal regulatory purposes. TIB has fully and unconditionally
guaranteed the trusts' obligations under their respective trust preferred
securities, to the extent that the trusts have proceeds available to pay such
amounts.
Rights to Dividends
So long as TIB is not in default and has not deferred its obligation to
make payments of interest in connection with the Trust Preferred Securities,
the holders of TIB common stock will be entitled to dividends when, as, and if
declared by TIB Board of Directors out of funds legally available for
dividends. Under Florida law, dividends may be legally declared or paid only
if, after their payment, TIB can pay its debts as they come due in the usual
course of business, and then only if TIB's total assets equal or exceed the sum
of TIB's liabilities plus the amount that would be needed to satisfy the
preferential rights upon dissolution of any holders of preferred stock then
outstanding whose preferential rights are superior to those receiving the
distribution.
Rights Upon Liquidation
In the event of TIB's voluntary or involuntary liquidation or dissolution,
or the winding-up of TIB's affairs, TIB's assets will be applied first to the
payment, satisfaction and discharge of TIB existing debts and obligations,
including the necessary expenses of dissolution or liquidation, and then pro
rata to the holders of TIB's common stock. TIB has guaranteed the payment of
distributions to holders of the Trust Preferred Securities. Therefore, TIB's
debts and obligations to be satisfied upon TIB's liquidation or winding-up will
include, to the extent the trusts are unable to do so, any amounts owed to the
holders of the Trust Preferred Securities, and TIB will be required to make
these payments out of TIB's assets before it can make any payments to the
holders of TIB's common stock.
General Voting Requirements
The affirmative vote of the holders of a majority of the shares of common
stock entitled to vote is required to approve any action for which stockholder
approval is required.
Anti-Takeover Measures
Generally, TIB's Articles and Bylaws contain certain provisions designed
to enhance the ability of the Board of Directors to deal with attempts to
acquire control of the Company. These provisions may be
2
Table of Contents
deemed to have an
anti-takeover effect and may discourage takeover attempts that have not been
approved by the Board of Directors (including takeovers that certain
stockholders may deem to be in their best interest). These provisions also
could discourage or make more difficult a merger, tender offer or proxy
contest, even though such transaction may be favorable to the interests of
stockholders, and could potentially adversely affect the market price.
The following discussion briefly summarizes protective provisions
contained in the Articles and Bylaws. This summary is necessarily general and
is not intended to be a complete description of all the features and
consequences of those provisions, and is qualified in its entirety by reference
to the Articles and Bylaws.
Staggered Board Terms.
The Articles provide that the Board of Directors
be divided into three classes of directors, one class to be elected each year
for a term of three years, with each director to hold office until its
successor is duly elected and qualified. Directors elected to succeed directors
whose terms then expire will be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their election, with each
director to hold office until such person's successor is duly elected and
qualified. Under the classified board provisions described above, it would
take at least two elections of directors for any individual or group to gain
control of the board. Accordingly, these provisions may discourage a third
party from initiating a proxy contest, making a tender offer or otherwise
attempting to gain control of the Company.
Call of Shareholder Meetings
. A special meeting of TIB shareholders, for
any purpose, only may be called by the Chairman of the Board, by the President,
by a majority of the directors, or by holders of shares entitled to cast not
less than 67% of the votes at the meeting. Accordingly, the holders of a
majority of shares could not force shareholder consideration of a proposal
unless the meeting were called by the requisite shareholder percentage or the
Chairman, the President, or a majority of the directors.
Director Limited Liability Provision
. The Articles provide that, a
director shall not be personally liable to the Company or TIB shareholders for
monetary damages for breach of duty of care or other duty as a director, except
for liability (i) for any appropriation, in violation of his or her duties, of
any business opportunity of the Company; (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii) for the
types of liability set forth in certain provisions of Florida law; or (iv) for
any transaction from which the director derives an improper personal benefit.
Shareholder Action by Meeting Only.
The Articles also provide that any
action that requires approval of the shareholders may be taken only at an
annual or special meeting of shareholders, and not by means of written consent
(which otherwise would allow the holders of a majority of the outstanding
shares to sign a document, in lieu of a meeting, to approve such action).
Business Combinations
Unless an exemption is available, the Florida Business Corporation Act
prohibits certain "business combinations" (including any merger or similar
transaction subject to a statutory stockholder vote and additional transactions
involving transfers of assets or securities in specific amounts) between a
Florida corporation and certain "interested stockholders" for a period of five
years after the most recent date on which that stockholder became an interested
stockholder. For purposes of this prohibition, an "interested stockholder" is:
(i) any person who, after the date on which the corporation has 100 or more
beneficial owners
3
Table of Contents
of its stock, beneficially owns 10% or more of the voting
power of the corporation's shares; and (ii) any affiliate of the corporation
who, at any time within the two-year period prior to the date in question and
after the date on which the corporation has 100 or more beneficial owners of
its stock, was the beneficial owner of 10% or more of the voting power of the
then-outstanding voting stock of the corporation, or an affiliate thereof.
After that five-year period, any such business combination must be recommended
by the Board of Directors of the corporation and approved by the affirmative
vote of at least: (i) 80% of the votes entitled to be cast by holders of
outstanding voting shares of the corporation; and (ii) two-thirds of the votes
entitled to be cast by holders of outstanding voting shares of the
corporation other than shares held by the interested stockholder with whom the
business combination is to be effected, unless the corporation's stockholders
receive a minimum price (as described in the Florida Business Corporation Act)
for their shares and the consideration is received in cash or in the same form
as previously paid by the interested stockholder for its shares.
These provisions of Florida law do not apply, however, to business
combinations that are approved or exempted by the Board of Directors prior to
the time that the stockholder becomes an interested stockholder, or if TIB's
Articles are amended to specifically provide that TIB is not subject to the
foregoing requirements. Under the Florida Business Corporation Act, such an
amendment must be approved by an affirmative vote of at least 80% of the votes
entitled to be cast by all holders of outstanding shares of voting stock and
two-thirds of the votes entitled to be cast by holders of outstanding shares of
voting stock who are not interested stockholders.
Control Share Acquisitions
The Florida Business Corporation Act provides that "control shares" of a
Florida corporation acquired in a "control share acquisition" have no voting
rights except to the extent approved by a vote of two-thirds of the shares
entitled to be voted on the matter, excluding shares of stock owned by the
acquiror or by officers or directors who are employees of the corporation.
"Control shares" are voting shares of stock which, if aggregated with all other
such shares of stock previously acquired by the acquiror, or in respect of
which the acquiror is able to exercise or direct the exercise of voting power
except solely by virtue of a revocable proxy, would entitle the acquiror to
exercise voting power in electing directors within one of the following ranges
of voting power: (i) one-tenth or more but less than one-third; (ii) one-third
or more but less than a majority; or (iii) a majority of all voting power.
Control shares do not include shares the acquiring person is then entitled to
vote as a result of having previously obtained stockholder approval. A "control
share acquisition" means the acquisition of control shares, subject to certain
exceptions.
A person who has made or proposes to make a control share acquisition,
upon satisfaction of certain conditions (including an undertaking to pay
expenses and delivery of an "acquiring person statement"), may compel the
corporation's Board of Directors to call a special meeting of stockholders to
be held within 50 days of demand to consider the voting rights of the shares.
If no request for a meeting is made, the corporation may itself present the
question at any stockholders' meeting.
Unless the charter or bylaws provide otherwise, if voting rights are not
approved at the meeting or if the acquiring person does not deliver an
acquiring person statement within 10 days following a control share acquisition
then, subject to certain conditions and limitations, the corporation may redeem
any or all of the control shares (except those for which voting rights have
previously been approved) for fair value determined, without regard to the
absence of voting rights for the control shares, as of the date of the last
control share
4
Table of Contents
acquisition or of any meeting of stockholders at which the voting
rights of such shares are considered and not approved. Moreover, unless the
charter or bylaws provides otherwise, if voting rights for control shares are
approved at a stockholders' meeting and the acquiror becomes entitled to
exercise or direct the exercise of a majority or more of all voting power,
other stockholders may exercise appraisal rights. The fair value of the shares
as determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition.
Transfer Agent
The transfer agent for TIB common stock is American Stock Transfer & Trust
Company.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850, Florida Statutes, grants a corporation the power to
indemnify its directors, officers, employees, and agents for various expenses
incurred resulting from various actions taken by its directors, officers,
employees, or agents on behalf of the corporation. In general, if an
individual acted in good faith and in a manner he 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 the
action was unlawful, then the corporation has the power to indemnify said
individual who was or is a party to any proceeding (including, in the absence
of an adjudication of liability (unless the court otherwise determines), any
proceeding by or in the right of the corporation) against liability expenses,
including counsel fees, incurred in connection with such proceeding, including
any appeal thereof (and, as to actions by or in the right of the corporation,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including any appeal thereof). To the extent
that a director, officer, employee, or agent has been successful on the merits
or otherwise in defense of any proceeding, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith. The
term "proceeding" includes any threatened, pending, or completed action, suit,
or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
Any indemnification in connection with the foregoing, unless pursuant to a
determination by a court, shall be made by the corporation upon a determination
that indemnification is proper in the circumstances because the individual has
met the applicable standard of conduct. The determination shall be made (i) by
the board of directors by a majority vote of a quorum consisting of directors
who are not parties to such proceeding; (ii) by majority vote of a committee
duly designated by the board of directors consisting solely of two or more
directors not at the time parties to the proceeding; (iii) by independent legal
counsel selected by the board of directors or such committee; or (iv) by the
shareholders by a majority vote of a quorum consisting of shareholders who are
not parties to such proceeding. Evaluation of the reasonableness of expenses
and authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal
5
Table of Contents
counsel, then the
directors or the committee shall evaluate the reasonableness of expenses and
may authorize indemnification. Expenses incurred by an officer or director in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
he is ultimately found not to be entitled to indemnification by the
corporation. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the board of directors deems
appropriate.
Section 607.0850 also provides that the indemnification and advancement of
expenses provided pursuant to that Section are not exclusive, and a corporation
may make any other or further indemnification or advancement of expenses of any
of its directors, officers, employees, or agents, under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses may not be made if
a judgment or other final adjudication established that the individual's
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute (i) a violation of the criminal law (unless the
individual had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful); (ii) a transaction from
which the individual derived an improper personal benefit; (iii) in the case of
a director, a circumstance under which the liability provisions of Section
607.0834 are applicable; or (iv) willful misconduct or a conscious disregard
for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor in a proceeding by or in the
right of a shareholder. Indemnification and advancement of expenses shall
continue as, unless otherwise provided when authorized or ratified, to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such person, unless
otherwise provided when authorized or ratified.
Section 607.0850 further provides that unless the corporation's articles
of incorporation provide otherwise, then notwithstanding the failure of a
corporation to provide indemnification, and despite any contrary determination
of the board or of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the court
conducting the proceeding, to the circuit court, or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice that it considers necessary, may order indemnification and
advancement of expenses, including expenses incurred in seeking court-ordered
indemnification or advancement of expenses, if it determines that (i) the
individual is entitled to mandatory indemnification under Section 607.0850 (in
which case the court shall also order the corporation to pay the director
reasonable expenses incurred in obtaining court-ordered indemnification or
advancement of expenses); (ii) the individual is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power under Section 607.0850; or (iii) the individual is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether the person met
the standard of conduct set forth in Section 607.0850. Further, a corporation
is granted the power to purchase and maintain indemnification insurance.
The Bylaws of the Company provide for indemnification of the Company's
officers and directors and advancement of expenses. Among other things,
indemnification is granted to each person who is or was a director, officer or
employee of the Company and each person who is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation to
the full extent authorized by law. The Company's Bylaws also sets forth
certain conditions in connection with any advancement of expenses and provision
by the Company of any other indemnification rights and remedies. The Company
also is
6
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authorized to purchase insurance on behalf of any person against
liability asserted whether or not the Company would have the power to indemnify
such person under the Bylaws.
Item 7. Exemption from Registration Claim.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
Description
3.1
Articles of Incorporation of TIB Financial Corp. (Incorporated by
reference to the Registration Statements of TIB Financial Corp. (File Nos.
333-03499 and 333-24101) (the "Registration Statements")
3.2
Bylaws of TIB Financial Corp. (Incorporated by reference to the
Registration Statements)
5.1
Opinion and consent of Smith Mackinnon, PA, as to the validity of the
shares being issued.
23.1
The consent of BDO Seidman, LLP.
24.1
Power of Attorney (included on the signature page to this Registration Statement).
Item 9. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein,
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.
(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Key Largo, State of Florida, on the 13th day of June, 2003.
TIB FINANCIAL CORP
By:
/s/ Edward V. Lett
Edward V. Lett
President and Chief Executive Officer
By:
/s/ David P. Johnson
David P. Johnson
Executive Vice President and Chief Financial Officer
Each of the undersigned hereby constitutes and appoints James R. Lawson
and Edward V. Lett, and each of them as attorneys for him and in his name,
place and stead, and in any and all capacities, to execute and file any
amendments, supplements or statements with respect to this Registration
Statement, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney, or any
of them, or their or his substitute or substitutes, may or shall lawfully do,
or causes to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 13th day of June, 2003.
Signature
Title
/s/ James R. Lawson
James R. Lawson, III
Chairman of the Board
/s/ Edward V. Lett
Edward V. Lett
President and Chief Executive Officer of the Company;
Director
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Signature
Title
/s/ Armando J. Hendriquez
Armando J. Henriquez
Director
/s/ Gretchen K. Holland
Gretchen K. Holland
Director
/s/ Paul O. Jones
Paul O. Jones
Director
/s/ Thomas J. Longe
Thomas J. Longe
Director
/s/ Derek D. Martin-Vegue
Derek D. Martin-Vegue
Director
/s/ Joh
n G. Parks, Jr.
John G. Parks, Jr.
Director
/s/ Joseph H. Roth, Jr.
Joseph H. Roth, Jr.
Director
/s/ Marvin F. Schindler
Marvin F. Schindler
Director
/s/ Otis T. Wallace
Otis T. Wallace
Director
/s/ Millard J. Younkers, Jr.
Millard J. Younkers, Jr.
Director
/s/ Robert A. Zolten, M.D.
Robert A. Zolten, M.D.
Director
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EXHIBIT INDEX
Exhibit No.
Description
5.1
—
Opinion and consent of Smith Mackinnon,
PA, as to the validity of the shares
being issued.
23.1
—
Consent of BDO Seidman, LLP.