-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AlknHoF5lkbDlPVOgoO7ffOWzaK8IHAxkjlLIXQlhCg/t9BONRlbAVQaSXvX1xbK qKj+3/Wd2Y3WfOUNbG77Ow== 0000950144-99-000011.txt : 19990105 0000950144-99-000011.hdr.sgml : 19990105 ACCESSION NUMBER: 0000950144-99-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990104 EFFECTIVENESS DATE: 19990104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70075 FILM NUMBER: 99500209 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 MAIL ADDRESS: STREET 1: P O BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101-0084 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 S-8 1 FIRST TENNESSEE NATIONAL CORP 1 As filed with the Securities and Exchange Commission on January 4, 1999 Registration No. 333 - _______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST TENNESSEE NATIONAL CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 62-0803242 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-4444 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) FIRST TENNESSEE NATIONAL CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN (Full title of plan) HARRY A. JOHNSON, III EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-5624 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copy to: CLYDE A. BILLINGS, JR. VICE PRESIDENT & COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TN 38103 (901) 523-5679 CALCULATION OF REGISTRATION FEE
======================================================================================================================= Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Offering Price per Aggregate Offering Registration Fee (1) Share(1) Price(1) - ----------------------------------------------------------------------------------------------------------------------- Common Stock and 6,000,000 $36.34 $218,040,000 $60,615 Associated Rights =======================================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and low prices reported on the Nasdaq Stock Market for Registrant's stock on December 29, 1998. 2 On November 15, 1996, Registrant filed a registration statement on Form S-8 (File No. 333-16225), registering 4,200,000 shares (adjusted for stock splits) of its common stock, with a current par value of $0.625 per share, for sale under Registrant's 1997 Employee Stock Option Plan. The Plan was amended, effective January 1, 1998 to increase by 2,000,000 shares (adjusted for stock splits) the shares authorized for issuance under the Plan and was amended again, effective January 1, 1999, to increase by 4,000,000 shares the shares authorized for issuance under the Plan to an aggregate total of 10,200,000 shares. Registrant is filing this registration statement to register the 6,000,000 additional shares of Registrant's common stock for sale under Registrant's 1997 Employee Stock Option Plan, as amended (the "Plan"). PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT As permitted by Instruction E to Form S-8, the contents of Registrant's registration statement on Form S-8 (File No. 333-16225), which was filed November 15, 1996, covering shares for sale under the Plan, as updated below, are incorporated herein by reference. In addition to the foregoing, the following information is also included in this registration statement: Item 5. Interests of Named Experts and Counsel The validity of original issue shares of $0.625 par value Common Stock of First Tennessee National Corporation ("FTNC" or "the Registrant") to be issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr., Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of FTNC common stock and holds options to purchase such shares in an amount deemed substantial by securities regulations. On December 1, 1998, the number of shares, including options, beneficially owned by Mr. Billings was approximately 48,600 shares. Item 6. Indemnification of Directors and Officers Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted the provisions of the Tennessee statute pursuant to Article Six of its Bylaws. Also FTNC has a "Directors' and Officers' Liability Insurance Policy" which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. Tennessee Code Annotated, Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. FTNC has adopted the provisions of the statute as Article 13 of its charter. The shareholders of FTNC have approved an amendment to Article Six of the Bylaws pursuant to which FTNC is required to indemnify each director and any officers designated by the Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers. Item 8. Exhibits 4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i) to FTNC's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit 3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and incorporated herein by reference.
II-1 3 4(c) Amended and Restated Shareholder Protection Rights Agreement, dated as of September 7, 1989, as amended as of 1-21-97, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's registration statement on Form 8-A/A, filed 1-21-97, and incorporated herein by reference. 4(d) Shareholder Protection Rights Agreement, dated as of October 20, 1998, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's registration statement of Form 8-A, filed 10-23-98 and incorporated herein by reference. 5 Opinion of Clyde A. Billings, Jr. as to legality. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above). 24 Powers of Attorney.
II-2 4 SIGNATURES The Registrant. 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 the City of Memphis and State of Tennessee, on January 4, 1999. FIRST TENNESSEE NATIONAL CORPORATION By: Elbert L. Thomas, Jr. ---------------------------------------------------- Elbert L. Thomas, Jr. Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- Ralph Horn* Chairman of the Board, President January 4, 1999 - ----------------------------- and Chief Executive Officer Ralph Horn (principal executive officer) and a Director Elbert L. Thomas, Jr.* Executive Vice President January 4, 1999 - ----------------------------- and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen* Senior Vice President January 4, 1999 - ----------------------------- and Controller (principal James F. Keen accounting officer) Robert C. Blattberg* Director January 4, 1999 - ----------------------------- Robert C. Blattberg Director January _, 1999 - ----------------------------- Carlos H. Cantu George E. Cates* Director January 4, 1999 - ----------------------------- George E. Cates J. Kenneth Glass* Director January 4, 1999 - ----------------------------- J. Kenneth Glass James A. Haslam, III* Director January 4, 1999 - ----------------------------- James A. Haslam, III John C. Kelley, Jr.* Director January 4, 1999 - ----------------------------- John C. Kelley, Jr. R. Brad Martin* Director January 4, 1999 - ----------------------------- R. Brad Martin
II-3 5 Joseph Orgill, III* Director January 4, 1999 - ----------------------------- Joseph Orgill, III Vicki G. Roman* Director January 4, 1999 - ----------------------------- Vicki G. Roman Michael D. Rose* Director January 4, 1999 - ----------------------------- Michael D. Rose William B. Sansom* Director January 4, 1999 - ----------------------------- William B. Sansom By: Clyde A. Billings, Jr. January 4, 1999 -------------------------- Clyde A. Billings, Jr. *As Attorney-in-Fact
II-4 6 EXHIBIT INDEX
Exhibit Table No. - ----------------- 4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i) to FTNC's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit 3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and incorporated herein by reference. 4(c) Amended and Restated Shareholder Protection Rights Agreement, dated as of September 7, 1989, as amended as of 1-21-97, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's Registration Statement on Form 8-A/A, filed 1-21-97, and incorporated herein by reference. 4(d) Shareholder Protection Rights Agreement, dated as of October 20, 1998, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's registration statement on Form 8-A, filed 10-23-98 and incorporated herein by reference. 5 Opinion of Clyde A. Billings, Jr. as to legality. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Clyde A. Billings, Jr. (included in opinion filed as Exhibit 5). 24 Powers of Attorney.
II-5 EX-5 2 OPINION OF CLYDE A BILLINGS, JR 1 EXHIBIT 5 CLYDE A. BILLINGS, JR. Vice President and Counsel FIRST TENNESSEE NATIONAL CORPORATION P.O. Box 84 Memphis, TN 38101 (901) 523-5679 Cable FIRBANK December 15, 1998 Board of Directors First Tennessee National Corporation 165 Madison Avenue Memphis, TN 38103 Lady and Gentlemen: I have acted as counsel to First Tennessee National Corporation, a Tennessee corporation (the "Company"), in connection with the registration on Form S-8, Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of 6,000,000 additional shares of common stock, par value $0.625 per share, of the Company (the "Shares") and associated stock purchase rights (the "Rights") to be issued pursuant to the Amended and Restated Shareholder Protection Rights Agreement dated as of September 7, 1989, as amended as of January 21, 1997, (the "Rights Agreement") or the Shareholder Protection Rights Agreement dated as of October 20, 1998, as applicable, each between the Company and First Tennessee Bank National Association, as Rights Agent (the "Rights Agent"). The Shares may be issued from authorized but unissued shares to employees of the Company and its subsidiaries upon the valid exercise of stock options that are granted to them pursuant to the terms of the First Tennessee National Corporation 1997 Employee Stock Option Plan, as amended and restated (the "Plan"). I have examined the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that: 1. An additional 6,000,000 Shares (or in the aggregate, with all other Shares previously authorized, adjusted for stock splits, 10,200,000 Shares) have been duly authorized for issuance pursuant to the terms of the Plan, which Plan has been duly adopted. 2. Shares subject to options which are granted pursuant to the terms of Plan will, when issued pursuant to the terms of the Plan, be validly issued, fully paid and non-assessable. 1 2 3. When such Shares have been validly issued, the rights attributable to such Shares will be validly issued. In connection with my opinion set forth in paragraph 3 above, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, CLYDE A. BILLINGS, JR. Clyde A. Billings, Jr. 2 EX-23.A 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 20, 1998 incorporated by reference in First Tennessee National Corporation's 1997 Annual Report on Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Memphis, Tennessee December 29, 1998 EX-24 4 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES F. KEEN, CLYDE A. BILLINGS, JR., and TERESA A. ROSENGARTEN, jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, 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 execute and sign the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, by First Tennessee National Corporation ("Corporation") relating to the issuance of 6,000,000 additional shares of the Corporation's Common Stock, par value $0.625 per share, pursuant to the First Tennessee National Corporation 1997 Employee Stock Option Plan ("Plan") and, further, to execute and sign any and all pre-effective and post-effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- Ralph Horn Chairman of the Board, President December 31, 1998 - ---------------------------------- and Chief Executive Officer and a Ralph Horn Director (principal executive officer) Elbert L. Thomas, Jr. Executive Vice President and December 31, 1998 - ---------------------------------- Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen Senior Vice President and December 31, 1998 - ---------------------------------- Controller (principal James F. Keen accounting officer) Robert C. Blattberg Director December 31, 1998 - ---------------------------------- Robert C. Blattberg Director December , 1998 - ---------------------------------- --- Carlos H. Cantu
Page 1 of 2 2 George E. Cates Director December 31, 1998 - ---------------------------------- George E. Cates J. Kenneth Glass Director December 31, 1998 - ---------------------------------- J. Kenneth Glass James A. Haslam, III Director December 31, 1998 - ---------------------------------- James A. Haslam, III John C. Kelley, Jr. Director December 31, 1998 - ---------------------------------- John C. Kelley, Jr. R. Brad Martin Director December 31, 1998 - ---------------------------------- R. Brad Martin Joseph Orgill, III Director December 31, 1998 - ---------------------------------- Joseph Orgill, III Vicki G. Roman Director December 31, 1998 - ---------------------------------- Vicki G. Roman Michael D. Rose Director December 31, 1998 - ---------------------------------- Michael D. Rose William B. Sansom Director December 31, 1998 - ---------------------------------- William B. Sansom
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