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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT to SECTION 13 or 15(d)

of the SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2003

Commission File No. 0-27652

REPUBLIC BANCSHARES, INC.

(Exact Name of Registrant As Specified In Its Charter)

(727) 823-7300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

Title of each Class

Common Stock, par value $2.00

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the Registrant was approximately $409.8 million on March 2, 2004. As of March 2, 2004, there were 13,304,579 shares of the Registrant’s Common Stock, par value $2.00 per share, issued and outstanding. No shares of preferred stock were outstanding at December 31, 2003.

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PART I

Item 1. BUSINESS

Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K (other than the financial statements and statements of historical fact), including, without limitation, statements as to our expectations and beliefs presented under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may constitute forward-looking statements. Forward-looking statements are made based upon our expectations and beliefs concerning events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.

We caution readers that the assumptions which form the basis for forward-looking statements, with respect to or that may impact earnings in future periods, include many factors that are beyond our ability to control or estimate precisely. Some of those factors include: the adequacy of our loan loss allowance; our ability to achieve fee income growth; retaining key personnel; the outcome of pending litigation; the market demand and acceptance of our loan and deposit products; the impact of competitive products; and changes in economic conditions, such as inflation or fluctuations in interest rates.

While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with our preparation of management’s discussion and analysis contained in this annual report, we do not intend to review or revise any particular forward-looking statement contained in this document.

Available Information

The Company makes available, free of charge through its Internet web site at www.republicbankfl.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. This information is also available in print to stockholders upon request. Information contained in our website, whether currently posted or posted in the future, is not a part of this document or the documents incorporated by reference in this report.

Recent Developments

The Company announced that on December 1, 2003, it had entered into an agreement with BB&T Corporation (“BB&T”) to merge the Company with and into BB&T. BB&T is a financial holding company headquartered in Winston-Salem, North Carolina, and conducts its business operations primarily through its commercial banking subsidiaries, which have branches in North Carolina, South Carolina, Virginia, Maryland, Georgia, West Virginia, Tennessee, Kentucky, Alabama, Florida, Indiana and the District of Columbia. The agreement is pending approval by the Company’s shareholders and the various banking regulatory agencies.

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Background and Prior Operating History

Republic Bancshares, Inc. (the “Company” or “We”) is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 (as amended). We conduct business mainly through our banking subsidiary, Republic Bank (the “Bank”), a Florida-chartered commercial bank headquartered in St. Petersburg, Florida, and provide a broad range of traditional commercial banking services. At December 31, 2003, our branch network consisted of 71 branches throughout Florida and our consolidated assets totaled $2.8 billion. Loans, including loans held for sale, totaled $1.6 billion, deposits were $2.4 billion and stockholders’ equity was $211.9 million. The Bank’s activities are regulated by the Florida Department of Banking and Finance (the “Department”) and the Federal Deposit Insurance Corporation (the “FDIC”). Deposits are insured by the FDIC up to applicable limits, and the Bank is a member of the Federal Home Loan Bank of Atlanta (the “FHLB”).

We became a publicly-traded company in December 1993 and converted to a holding company structure in 1996. During the latter part of the 1990’s, the Bank increased its retail banking presence throughout Florida, opening new branches, purchasing existing branch facilities and acquiring several other community bank and thrift institutions in Florida. In 1996, a mortgage banking operation was initiated that placed an emphasis on non-traditional mortgage products, but in 1998 losses from that operation caused us to cease those activities. All out-of-state loan production offices were closed and we discontinued all telemarketing efforts that were the source of most of this unit’s loan originations.

In March 2000, our board of directors announced the appointment of Mr. William R. Klich as President and Chief Executive Officer of the Company and the Bank. Mr. Klich brought to us over 30 years of banking experience and was the President and Chief Executive Officer for Coast Bank, F.S.B., located in Sarasota, Florida, from 1990-1993. After Coast Bank was acquired by SunTrust Banks in mid-1993, Mr. Klich remained with SunTrust Bank, Gulf Coast, as its Corporate Banking Executive. In early 1996 he was promoted to the position of Chairman and Chief Executive Officer of the $2.4 billion SunTrust Bank, Gulf Coast, serving Manatee, Sarasota and Charlotte Counties. Mr. Klich was appointed to the Bank’s board of directors effective March 15, 2000, and became a member of the Company’s board of directors at the annual stockholders meeting in April 2000. Subsequently, Mr. Klich became Chairman of the Bank with the hiring of Mr. Ken Coppedge as President and Chief Operating Officer of the Bank.

Under Mr. Klich’s direction, we implemented several strategic initiatives that included, but were not limited to, the formation of a new management team, the implementation of improved lending policies and a continued effort to reduce costs and improve profitability; all geared towards strengthening our balance sheet and adding value for our shareholders. Our management team was strengthened through the hiring of qualified, proven executives to oversee all of the lending product lines, credit administration, retail banking, marketing, default administration and consumer compliance. The business plan developed by the new management team included these principal business strategies:

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as mortgage warehouse lending was discontinued. A commercial lending division, which makes loans to Florida’s small and medium-sized businesses as well as high net worth individuals, was implemented and an experienced cash management team was hired to assist this effort. Commercial real estate lending was strengthened by hiring experienced, senior lenders who continued to build this product line with improved quality, conservative underwriting standards, and strong credit management. A revamped residential lending line of business was implemented with residential lending established as the “cornerstone” product of our retail banking efforts. Home equity lending was strengthened through additional training and product development for the retail banking staff.

· Deposit Products & Electronic Banking – Changes in products and services were implemented to establish our commitment to customer retention and emphasis was placed on operational excellence in the branches and support areas. Our checking account product line was completely revised, and with that enhancement, employee focus was placed on needs-based selling. The Internet banking system was enhanced with a significant segment of our customer base utilizing the system.

· Marketing & Advertising– A media campaign was launched, including newspaper and network television advertising, to introduce the Bank’s positioning and product direction. In 2003, the Bank became the official bank of the Tampa Bay Buccaneers.

· Asset Quality– Experienced loan workout officers were hired to concentrate on reducing nonperforming assets. Major improvement was made in reducing loan delinquencies and problem assets.

· Technology – A new, upgraded cash management system was implemented and, in addition, we commenced a project to implement a retail banking product delivery system that supports the full range of lending and deposit products offered through our branches.

· Sales and Closings of Branch Offices – Branches in north Florida and Miami-Dade County were sold and we continued an ongoing program of closing and relocating underperforming branch offices.

Market Area

Our primary market area consists of: (1) central Florida and Florida’s middle and lower west coast; (2) Palm Beach and Broward counties on the east coast of Florida, and; (3) Monroe County, the Florida Keys. We believe our market area is economically strong and adequately provides for future growth opportunities for both assets and deposits. As of December 31, 2003, we operated 71 full-service branches in 17 counties throughout Florida, a highly competitive state for financial services of all kinds. Consumers can choose from a wide range of suppliers of credit and deposit products, including credit card companies, consumer finance companies, credit unions and mortgage bankers, as well as from competing financial institutions and through alternative delivery channels such as the Internet.

We ranked 20^th among all depository institutions in the state of Florida in terms of deposits held as of June 30, 2003, the latest date for which comparable data is available. As the table on the following page indicates, market share ranges from 8.55% in Osceola County to 0.25% in Lee County.

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Branch Deposits in Florida by County

($ in thousands)

Lending Activities

We originate a full range of traditional lending products for our portfolio, using conservative underwriting guidelines that were revamped in 2000. Under our business plan, residential loan originations are made in our Florida markets using strong underwriting standards. Commercial real estate lending is an important line of business and is also focused on borrowers within Florida. We have implemented a program for development of our commercial lending products to small and medium-sized businesses and high net worth individuals and origination of consumer lending products, primarily home equity loans. For 2003, loan originations from all product types totaled $1.2 billion. Of this amount, originations of commercial real estate and commercial (business) loans totaled $420.9 million, consumer loan originations (primarily home equity loans) totaled $280.5 million and residential loan originations were $469.6 million. New loans to out-of-state borrowers were discontinued in 2000. The remaining amount of all types of loans outside Florida in our portfolio is significantly less than in prior years and now comprises 6.0% of total loans. Origination of subprime first lien loans and second lien high loan-to-value loans (“High LTV Loans”) was discontinued in 1999. Mortgage warehouse lending was discontinued in 2000. The remaining balances of these discontinued loan products in our loan portfolio now comprise 2.0% of total loans.

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The following tables show information about our loan portfolio by collateral type, based on total dollars and percent of portfolio, as of the dates indicated ($ in thousands):

The following table shows the maturities of our real estate secured loans and commercial (business) at December 31, 2003 and 2002. Loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. This table also shows the dollar amount of loans scheduled to mature after one year, according to their interest rate characteristics ($ in thousands):