8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 19, 2014 (May 16, 2014)

SYNOVUS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-10312	58-1134883
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue

Columbus, Georgia 31901

(Address of principal executive offices)

706-649-2311

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.  Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 hereof is incorporated by reference into this Item 3.03.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 16, 2014, Synovus Financial Corp. (the “Company”) filed Articles of Amendment to its Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Georgia Secretary of State Division of Corporations to (1) effect the previously announced 1-for-7 reverse split of its common stock, $1.00 par value per share (the “Common Stock”) and (2) proportionally reduce the total number of authorized shares of Common Stock from 2,400,000,000 shares to 342,857,142 shares. The Articles of Amendment and, as a result, the reverse stock split and the proportional reduction in the Company’s authorized shares of Common Stock became effective at 4:15 p.m. (Eastern Time) on May 16, 2014.

The number of common shares into which the Company’s outstanding stock options and restricted stock units as well as the options’ relevant exercise price per share have been proportionally adjusted to reflect the reverse stock split. The number of shares authorized for issuance under the Company’s equity incentive plans have also been proportionally reduced to reflect the reverse split.

The Articles of Amendment and new physical specimen common stock certificate are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.

As a result of the reverse stock split, the Company made adjustments to the rights issued pursuant to the terms of the Shareholder Rights Plan adopted on April 26, 2010 (as amended on September 6, 2011 and April 23, 2013) between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Plan”). A summary of the adjustments to the rights issued pursuant to the Plan is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On May 16, 2014, the Company issued a press release announcing the effectiveness of the 1-for-7 reverse stock split and that trading in the Common Stock on the New York Stock Exchange on a split-adjusted basis would begin the morning of May 19, 2014. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

3.1	Articles of Amendment, effective May 16, 2014.
4.1	Specimen Physical Common Stock Certificate of Synovus Financial Corp.
99.1	Synovus Financial Corp. press release dated May 16, 2014.
99.2	Summary of Plan Adjustments to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, as Rights Agent.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	By:		/s/ Allan E. Kamensky
		Allan E. Kamensky
Date:   May 19, 2014		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amendment, effective May 16, 2014.
4.1	Specimen Physical Common Stock Certificate of Synovus Financial Corp.
99.1	Synovus Financial Corp. press release dated May 16, 2014.
99.2	Summary of Plan Adjustments to Shareholder Rights Plan between Synovus Financial Corp. and American Stock Transfer & Trust Company, LLC, as Rights Agent.

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

SYNOVUS FINANCIAL CORP.

1.

The name of the corporation is Synovus Financial Corp. (the “Corporation”). The Corporation is organized under the laws of the State of Georgia.

2.

In connection with the Corporation’s reclassification of its common stock, par value $1.00 per share (“Common Stock”), pursuant to which each 1 share of Common Stock is to be reclassified into one-seventh (1/7) of a share of Common Stock (so that, conversely, each 7 shares of such Common Stock is to be reclassified into 1 share of Common Stock), the first two sentences of the first paragraph of Article 4 of the Articles of Incorporation are hereby amended to read as follows:

“The maximum number of shares of capital stock that the corporation shall be authorized to have outstanding at any time shall be 442,857,142 shares. The corporation shall have the authority to issue (i) 342,857,142 shares of common stock, par value $1.00 per share, and (ii) 100,000,000 shares of preferred stock, no par value per share.”

3.

The amendment was approved by the Board of Directors of the Corporation on April 24, 2014.

4.

The amendment was duly approved by the shareholders of the Corporation on April 24, 2014 in accordance with the provisions of O.C.G.A. §14-2-1003.

5.

The amendment and the reclassification effected thereby shall be effective at 4:15 p.m. local time on May 16, 2014.

[Signature on following page]

IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be executed by its duly authorized officer on this 16th day of May, 2014.

SYNOVUS FINANCIAL CORP.
By:	/s/ Allan E. Kamensky
	Name:	Allan E. Kamensky
	Title:	Executive Vice President, General
		Counsel and Secretary

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EX-4.1

Exhibit 4.1

COMMON STOCK
PAR VALUE $1.00
NUMBER
S
SHARES
SYNOVUS®
FINANCIAL CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
THIS CERTIFIES THAT
CUSIP 87161C 50 1
SEE REVERSE FOR CERTAIN DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Synovus Financial Corp. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATED
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(New York. NY)
TRANSFER AGENT AND REGISTRAR
BY:
GENERAL COUNSEL/SECRETARY
AUTHORIZED SIGNATURE

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM
-as tenants in common
UNIF GIFT MIN ACT-
Custodian
TEN ENT JT TEN
-as tenants by the entireties -as joint tenants with right of
(Cust) (Minor) under Uniform Gifts to Minors
survivorship and not as tenants in common
Act (State)
Additional abbreviations may also be used though not in the above list.
For the value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney so transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated,            
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
This certificate also evidences certain Rights as set forth in a Shareholder Rights Plan between Synovus Financial Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of April 26, 2010, and as amended from time to time (the “Rights Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. The Company will mail to the holder of this certificate a copy of the Rights Plan without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Plan, such Rights may be evidenced by separate certificates instead of by this certificate and may be redeemed or exchanged or may expire. As set forth in the Rights Plan, Rights issued or transferred to, or Beneficially Owned by, any Person who is, was or becomes an Acquiring Person (as such terms are defined in the Rights Plan), whether currently Beneficially Owned by or on behalf of such Person or by any subsequent holder, may be null and void. Rights are also subject to additional restrictions on transfer as set forth in the Rights Plan.

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:	Greg Hudgison External Communications Manager (706) 644-0528

Synovus Financial Corp. Implements One-for-Seven Reverse Stock Split

Columbus, Georgia, May 16, 2014 – Synovus Financial Corp. (NYSE: SNV) announced today that the previously announced one-for-seven reverse stock split of Synovus’ common stock, par value $1.00 per share, became effective at 4:15 p.m. EDT on May 16, 2014.

Synovus’ common stock will begin trading on a split adjusted basis on the New York Stock Exchange (NYSE) at the opening of trading on May 19, 2014. Synovus’ common stock will continue trading under the trading symbol “SNV,” but will trade under a new CUSIP number and a new ISIN number.

Synovus shareholders will receive one new share of Synovus common stock for every seven shares of Synovus common stock they held at the effective time of the reverse stock split. Synovus shareholders will receive the notices, forms, and instructions regarding the exchange of their pre-split shares for post-split shares from Synovus’ transfer agent, American Stock Transfer & Trust Company, LLC, who is acting as the exchange agent for the reverse stock split, or such shareholder’s bank, broker, or other nominee if such shares are held in “street name.”

Additional Information for Shareholders

Fractional Shares

Synovus will not issue fractional shares of its common stock as a result of the reverse stock split. Instead, Synovus’ transfer agent will aggregate all fractional shares resulting from the reverse stock split into whole shares and arrange for them to be sold on the open market at prevailing prices. In lieu of fractional shares, shareholders will receive a cash payment equal to their allocable share of the total proceeds of these sales. Shareholders will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date they receive their cash payment in lieu of fractional shares.

Exchange of Common Stock Certificates

Shareholders with certificated shares are required to exchange their stock certificates for the appropriate number of shares of Synovus common stock resulting from the reverse stock split. Synovus’ transfer agent will manage the exchange of stock certificates and will distribute to such shareholders a letter of transmittal providing instructions for the exchange of their old stock

certificates. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from Synovus’ transfer agent.

Shareholders with book-entry shares or that hold their shares in “street name” through a bank, broker, or other nominee will not need to take any action to exchange their pre-split shares for post-split shares.

Treatment of Stock Options and Restricted Stock Units

The number of shares of common stock into which Synovus’ outstanding stock options and restricted stock units, as well as the options’ relevant exercise price per share, will be proportionally adjusted to reflect the reverse stock split. The number of shares authorized for issuance under Synovus’ equity incentive plans will also be proportionally reduced to reflect the reverse stock split.

Proportional Reduction in Authorized Shares

Concurrently with the effectiveness of the reverse stock split, the number of Synovus’ authorized shares of common stock was proportionally reduced from 2.4 billion shares to approximately 342.9 million shares.

About Synovus

Synovus Financial Corp. is a financial services company based in Columbus, Georgia with approximately $26 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services to customers through 28 locally branded divisions, 274 branches, and 358 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee. See Synovus on the web at synovus.com.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “intends,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the commercial banking industry and economy in general. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-

looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 under the captions “Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

EX-99.2

Exhibit 99.2

SUMMARY OF PLAN ADJUSTMENTS

SHAREHOLDER RIGHTS PLAN

As of 4:15 p.m. on May 16, 2014, Synovus Financial Corp. (the “Company”) effected (i) a reverse stock split of the Company’s common stock at a ratio of 1-for-7 and (ii) a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock so that after giving effect to such reduction, the total number of authorized shares of the Company’s common stock was 342,857,142 (collectively, the “Reverse Split Actions”).

Under the Shareholder Rights Plan, dated as of April 26, 2010 and as amended (the “Plan”), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), one preferred stock purchase right (a “Right”) is associated with each issued and outstanding share of the Company’s common stock. Under Section 9(a)(i) of the Plan, the number of shares of Preferred Stock issuable upon exercise of each Right, the Purchase Price, the Redemption Price and/or the number of Rights outstanding (as such capitalized terms are defined in the Plan) shall be appropriately adjusted upon any change in the Company’s common stock by reason of a reverse stock split such that following such adjustment, the reverse stock split shall not have the effect of reducing or limiting the benefits that the holders of the Rights would have had absent such reverse stock split.

Pursuant to the terms of the Plan, on April 26, 2010, the Company’s board of directors declared a dividend of one Right for each outstanding share of the Company’s common stock outstanding as of April 29, 2010 and authorized the issuance of one Right in respect of each share of common stock issued after April 29, 2010. Each Right initially represented the right to purchase, for $12.00, one one-millionth of a share of Series B Participating Cumulative Preferred Stock, no par value per share, and was redeemable at a Redemption Price of $0.000001 per Right.

Pursuant to Section 9.1(a)(i) of the Plan, upon the effectiveness of the Reverse Split Actions (the “Effective Time”), (i) the Purchase Price was adjusted in proportion to the Reverse Split Actions to be $84.00 and (ii) the Redemption Price was adjusted in proportion to the Reverse Split Actions to be $0.000007 per Right. Following the Effective Time, one Right continued to be associated with each issued and outstanding share of the Company’s common stock, and the total number of Rights outstanding was reduced in proportion to the reverse stock split so that such number became equal to the number of issued and outstanding shares of the Company’s common stock after giving effect to the Reverse Split Actions.

The aforementioned adjustments have been made in order to ensure that the reverse stock split has not had the effect of reducing or limiting the benefits possessed by the holders of the Rights immediately prior to the Effective Time.