S-8 1 g67228s-8.txt FIRST TENNESSEE NATIONAL CORPORATION 1 As filed with the Securities and Exchange Commission on February 22, 2001 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. SENIOR 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 5,000,000 $32.10 $160,500,000 $40,125 Associated Rights ========================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and low prices reported on the New York Stock Exchange for Registrant's stock on February 21, 2001. 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 (as amended to date, the "Plan"). On January 4, 1999, Registrant filed another registration statement on Form S-8 (File No. 333-70075), registering 6,000,000 additional shares of Registrant's common stock for sale under the Plan. On November 17, 1999, Registrant filed another registration statement on Form S-8 (File No. 333-91137), registering 7,000,000 additional shares of Registrant's common stock for sale under the Plan. Registrant is filing this registration statement to register 5,000,000 additional shares of Registrant's common stock for sale under the Plan, which was amended October 18, 2000 to increase by 5,000,000 shares the shares authorized for issuance. 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., Senior 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 January 31, 2001, the number of shares, including options, beneficially owned by Mr. Billings was approximately 52,000 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, 1999 and incorporated herein by reference. II-1 3 4(c) 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 February 22, 2001. 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 February 22, 2001 ----------------------------- and Chief Executive Officer Ralph Horn (principal executive officer) and a Director Elbert L. Thomas, Jr.* Executive Vice President February 22, 2001 ----------------------------- and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen* Senior Vice President February 22, 2001 ----------------------------- and Corporate Controller (principal James F. Keen accounting officer) Director February , 2001 ----------------------------- Robert C. Blattberg Carlos H. Cantu* Director February 22, 2001 ----------------------------- Carlos H. Cantu George E. Cates* Director February 22, 2001 ----------------------------- George E. Cates J. Kenneth Glass* Director February 22, 2001 ----------------------------- J. Kenneth Glass James A. Haslam, III* Director February 22, 2001 ----------------------------- James A. Haslam, III John C. Kelley, Jr.* Director February 22, 2001 ----------------------------- John C. Kelley, Jr. R. Brad Martin* Director February 22, 2001 ----------------------------- R. Brad Martin
II-3 5 Joseph Orgill, III* Director February 22, 2001 ----------------------------- Joseph Orgill, III Vicki R. Palmer* Director February 22, 2001 ----------------------------- Vicki R. Palmer Michael D. Rose* Director February 22, 2001 ----------------------------- Michael D. Rose William B. Sansom* Director February 22, 2001 ----------------------------- William B. Sansom By: Clyde A. Billings, Jr. February 22, 2001 ------------------------- 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, 1999 and incorporated herein by reference. 4(c) 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