-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WX2ZPhUzz3yihuSuFC8SN2MaO24bHY85S3sPoteoCa665yRMS/alGkiFa9taW3gg 0jVeKifRY/JNSiJKGw+N8w== 0000018349-95-000010.txt : 19950623 0000018349-95-000010.hdr.sgml : 19950623 ACCESSION NUMBER: 0000018349-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950622 EFFECTIVENESS DATE: 19950711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60475 FILM NUMBER: 95548562 BUSINESS ADDRESS: STREET 1: ONE ARSENAL PLACE STE 301 STREET 2: 901 FRONT AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492387 MAIL ADDRESS: STREET 1: P.O.BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31902 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYNOVUS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Georgia 58-1134883 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 901 Front Avenue Suite 301 Columbus, Georgia 31901 (Address of Principal (Zip Code) Executive Offices) ______________________________________________________________ SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN (Full Title of the Plan) ______________________________________________________________ Kathleen Moates Senior Vice President and Deputy General Counsel Synovus Financial Corp. 901 Front Avenue Suite 301 Columbus, Georgia 31901 (706) 649-4818 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Aggregate Registration egistered Registered Price Per Offering Fee Share Price Common Stock, $1.00 par value 1,000,000 $21.80 $21,800,000 $7,518 Common Stock Rights 1,000,000 Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee and represents the average of the high and low prices of the Common Stock of Synovus Financial Corp. on the New York Stock Exchange on June 20, 1995. The Common Stock Rights (the "Rights") are attached to and trade with the Common Stock of Synovus Financial Corp. The value, if any, attributable to the Rights is reflected in the market price of the Common Stock of Synovus Financial Corp. /TABLE In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Director Stock Purchase Plan described herein. SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement No. 2-94639 are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and information previously filed by Synovus Financial Corp. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference in this Registration Statement as of their respective dates: a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. b. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in paragraph (a) above. c. The Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1994 filed pursuant to Section 13 of the Exchange Act as an Exhibit to the Annual Report referred to in paragraph (a) above. d. (i) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 21, 1989. (ii) The description of the Common Stock Rights of the Company appearing in the Form of Rights Agreement incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A dated May 3, 1989, filed with the Securities and Exchange Commission on May 3, 1989, pursuant to Section 12 of the Exchange Act. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 6. Indemnification of Directors and Officers. Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may indemnify or obligate itself to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may not indemnify a director in connection a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding in which he was adjusted liable on the basis that personal benefit was improperly received by him. Notwithstanding the foregoing, pursuant to Section 14-2- 854 of the Georgia Business Corporation Code a court may order a corporation to indemnify a director if such court determines the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not such director met the standard of conduct set forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code or was adjudged liable as described in subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code. Section 14-2-852 of the Georgia Business Corporation Code provides that to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, or in defense of any claim, issue, or matter therein, because he is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by him in connection therewith. Section 14-2-857 of the Georgia Business Corporation Code provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify an officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract. In accordance with Article VIII of the Company's Bylaws, every person who is or was (and the heirs and personal representatives of such person) a director, officer, employee or agent of the Company shall be indemnified and held harmless by the Company from and against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefits plan), and reasonable expenses (including attorneys' fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the Company; (b) because he or she or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interest of such corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan. Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses incurred in any proceeding shall be paid by the Company in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company, and a written affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification. The foregoing rights of indemnification and advancement of expenses are not intended to be exclusive of any other right to which those indemnified may be entitled, and the Company has reserved the right to provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law. The Company carries insurance for the purpose of providing indemnification to its directors and officers. Such policy provides for indemnification of the Company for losses and expenses it might incur to its directors and officers for successful defense of claims alleging negligent acts, errors, omissions or breach of duty while acting in their capacity as directors or officers and indemnification of its directors and officers for losses and expense upon the unsuccessful defense of such claims. Item 8. Exhibits. Exhibit Number 4.1 Articles of Incorporation of the Company, as amended, incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 1990 (File No. 33-35926). 4.2 Bylaws, as amended, of the Company, incorporated by reference to Exhibit 4(b) to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 3, 1994 (File No. 33-85948). 4.3 Form of Rights Agreement incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A dated May 3, 1989, filed with the Securities and Exchange Commission on May 3, 1989, pursuant to the Section 12 of the Exchange Act. 23.1 Consent of KPMG Peat Marwick LLP. 24 Powers of Attorney contained on the signature pages of this Registration Statement. An opinion of counsel (Exhibit Number 5) is not being filed since the securities being registered are not original issue securities. Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 therein, 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company'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 the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, 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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 the City of Columbus, State of Georgia, on the 22nd day of June, 1995. SYNOVUS FINANCIAL CORP. (Registrant) By:/s/James H. Blanchard James H. Blanchard, Chairman of the Board and Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ William B. Turner Date: June 22, 1995 William B. Turner, Director and Chairman of the Executive Committee /s/ James H. Blanchard Date: June 22, 1995 James H. Blanchard, Chairman of the Board and Principal Executive Officer /s/ James D. Yancey Date: June 22, 1995 James D. Yancey, Vice Chairman of the Board /s/ Joe E. Beverly Date: June 22, 1995 Joe E. Beverly, Vice Chairman of the Board /s/ Stephen L. Burts, Jr. Date: June 22, 1995 Stephen L. Burts, Jr., President, Principal Financial Officer and Director /s/ G. Sanders Griffith, III Date: June 22, 1995 G. Sanders Griffith, III, Executive Vice President, General Counsel and Secretary /s/ Thomas J. Prescott Date: June 22, 1995 Thomas J. Prescott, Executive Vice President, Treasurer and Principal Accounting Officer /s/ Jay C. McClung Date: June 22, 1995 Jay C. McClung Executive Vice President Date: Daniel P. Amos, Director /s/ Richard Y. Bradley Date: June 22, 1995 Richard Y. Bradley, Director /s/ George C. Woodruff, Jr. Date: June 22, 1995 George C. Woodruff, Jr., Director /s/ Salvador Diaz-Verson, Jr. Date: June 22, 1995 Salvador Diaz-Verson, Jr., Director /s/ Gardiner W. Garrard, Jr. Date: June 22, 1995 Gardiner W. Garrard, Jr., Director /s/ H. Lynn Page Date: June 22, 1995 H. Lynn Page, Director /s/ John T. Oliver, Jr., Date: June 22, 1995 John T. Oliver, Jr., Director /s/ John L. Moulton Date: June 22, 1995 John L. Moulton, Director /s/ V. Nathaniel Hansford Date: June 22, 1995 V. Nathaniel Hansford, Director /s/ Richard E. Anthony Date: June 22, 1995 Richard E. Anthony, Director /s/ Mason H. Lampton Date: June 22, 1995 Mason H. Lampton, Director /s/ Elizabeth C. Ogie Date: June 22, 1995 Elizabeth C. Ogie, Director Date: C. Edward Floyd, Director Date: Robert V. Royall, Jr. Director Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Georgia on the 22nd day of June, 1995. Synovus Financial Corp. Director Stock Purchase Plan By:/s/ G. Sanders Griffith, III G. Sanders Griffith, III Executive Vice President Synovus Financial Corp. EXHIBIT INDEX Exhibit Number Description 4.1 Articles of Incorporation of the Company (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 1990 (File No. 33- 35926)). 4.2 Bylaws, as amended, of the Company (incorporated by reference to Exhibit 4(b) to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 3, 1994 (File No. 33- 85948)). 4.3 Form of Rights Agreement incorporated by reference to Exhibit 1 of Company's Registration Statement on Form 8-A dated May 3, 1989, filed with the Securities and Exchange Commission on May 3, 1989, pursuant to the Section 12 of the Exchange Act. 23.1 Consent of KPMG Peat Marwick LLP. 24 Powers of Attorney contained on the signature pages of this Registration Statement. EX-23.1 2 Accountants' Consent The Board of Directors Synovus Financial Corp. We consent to the use of our report incorporated herein by reference. Our report dated January 27, 1995 refers to a change in the accounting for income taxes in 1993 to adopt the provisions of Statement of Financial Accounting Standards No 109, "Accounting for Income Taxes," refers to a change in the accounting for investment securities at December 31, 1993 to adopt the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and also refers to a change in the accounting for postretirement benefits other than pensions in 1993 to adopt the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions." /s/KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP Atlanta, Georgia June 21, 1995 Exhibit 23.1 EX-24 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 the City of Columbus, State of Georgia, on the 22nd day of June, 1995. SYNOVUS FINANCIAL CORP. (Registrant) By:/s/James H. Blanchard James H. Blanchard, Chairman of the Board and Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Blanchard, James D. Yancey and Stephen L. Burts, Jr., and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ William B. Turner Date: June 22, 1995 William B. Turner, Director and Chairman of the Executive Committee /s/ James H. Blanchard Date: June 22, 1995 James H. Blanchard, Chairman of the Board and Principal Executive Officer /s/ James D. Yancey Date: June 22, 1995 James D. Yancey, Vice Chairman of the Board /s/ Joe E. Beverly Date: June 22, 1995 Joe E. Beverly, Vice Chairman of the Board /s/ Stephen L. Burts, Jr. Date: June 22, 1995 Stephen L. Burts, Jr., President, Principal Financial Officer and Director /s/ G. Sanders Griffith, III Date: June 22, 1995 G. Sanders Griffith, III, Executive Vice President, General Counsel and Secretary /s/ Thomas J. Prescott Date: June 22, 1995 Thomas J. Prescott, Executive Vice President, Treasurer and Principal Accounting Officer /s/ Jay C. McClung Date: June 22, 1995 Jay C. McClung Executive Vice President Date: Daniel P. Amos, Director /s/ Richard Y. Bradley Date: June 22, 1995 Richard Y. Bradley, Director /s/ George C. Woodruff, Jr. Date: June 22, 1995 George C. Woodruff, Jr., Director /s/ Salvador Diaz-Verson, Jr. Date: June 22, 1995 Salvador Diaz-Verson, Jr., Director /s/ Gardiner W. Garrard, Jr. Date: June 22, 1995 Gardiner W. Garrard, Jr., Director /s/ H. Lynn Page Date: June 22, 1995 H. Lynn Page, Director /s/ John T. Oliver, Jr., Date: June 22, 1995 John T. Oliver, Jr., Director /s/ John L. Moulton Date: June 22, 1995 John L. Moulton, Director /s/ V. Nathaniel Hansford Date: June 22, 1995 V. Nathaniel Hansford, Director /s/ Richard E. Anthony Date: June 22, 1995 Richard E. Anthony, Director /s/ Mason H. Lampton Date: June 22, 1995 Mason H. Lampton, Director /s/ Elizabeth C. Ogie Date: June 22, 1995 Elizabeth C. Ogie, Director Date: C. Edward Floyd, Director Date: Robert V. Royall, Jr. Director Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Georgia on the 22nd day of June, 1995. Synovus Financial Corp. Director Stock Purchase Plan By:/s/ G. Sanders Griffith, III G. Sanders Griffith, III Executive Vice President Synovus Financial Corp. -----END PRIVACY-ENHANCED MESSAGE-----