-----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, NrG7qxsPPH288eKSGrpnYCmfLFop8TAudvRMGiKNW8w4PEgnnNtha9NjKl2Cil0N kXiUTUgg56l5hNCnhzCaFg== 0001005794-03-000331.txt : 20031021 0001005794-03-000331.hdr.sgml : 20031021 20031021164054 ACCESSION NUMBER: 0001005794-03-000331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031021 EFFECTIVENESS DATE: 20031021 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: 1933 Act SEC FILE NUMBER: 333-109862 FILM NUMBER: 03950114 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234638 MAIL ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 S-8 1 firsttnforms8101703.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 20, 2003 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 of Incorporation) (I.R.S. Employer Identification No.) 165 Madison Avenue Memphis, Tennessee 38103 (901) 523-4444 (Address of principal executive offices) First Tennessee National Corporation 2003 Equity Compensation Plan (Full Title of the 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 and telephone number of agent for service) (with copy to:) CLYDE A. BILLINGS, JR. Senior Vice President, Assistant General Counsel and Corporate Secretary First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 (901) 523-5679 CALCULATION OF REGISTRATION FEE =================================================================================================================================== Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registered Registered(1) Price Per Share Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock and 3,000,000 (2) $43.83 (3) $131,490,000 (3) $ 10,637.54 Associated Rights - -----------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the First Tennessee National Corporation 2003 Equity Compensation Plan (the "2003 Plan") by reason of any dividend, stock split, recapitalization or other similar transactions effected without receipt of consideration that increases the number of shares of the Registrant's Common Stock outstanding. (2) This figure represents the number of shares of Common Stock authorized and registered hereby under the 2003 Plan. The maximum number of shares which may be sold upon exercise of options granted under the 2003 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of such 2003 Plan. (3) Calculated pursuant to Rule 457(h)(l), based on the average of the high and low prices reported on the New York Stock Exchange for Registrant's Common Stock on October 16, 2003 Pursuant to Rule 462 of the Securities Act of 1933 Act, as amended, the Registration Statement on Form S-8 shall be effective upon filing with the Securities and Exchange Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by First Tennessee National Corporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: 1. The Registrant's most recent annual report on Form 10-K for the year ended December 31, 2002. 2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003. 3. The Registrant's Current Reports on Form 8-K filed with the Commission dated May 7, 2003, May 12, 2003, June 9, 2003, and July 30, 2003. 4. The description of Registrant's Common Stock contained in Registrant's registration statement on Form 8-A, filed July 26, 1999, and any amendment or report filed for the purpose of updating such description. 5. The description of Registrant's shareholder protection rights contained in Registrant's registration statement on Form 8-A, filed October 23, 1998, and any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. DESCRIPTION OF SECURITIES No response is required to this item. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Section 11(a) of the Securities Act of 1933, as amended (the "1933 Act"), provides that if any part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to the registration statement may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement unless it is proven that at the time such person acquired the security the person knew of such untruth or omission. The Registrant dismissed Arthur Andersen LLP ("Arthur Andersen") as its independent public accountant on May 15, 2002, as described in the Registrant's Form 8-K dated May 15, 2002, and filed May 16, 2002. After reasonable efforts, the Registrant has not been able to obtain Arthur Andersen's consent to the naming of that firm as an expert or to the incorporation by reference of Arthur Andersen's audit report dated January 15, 2002 in this Registration Statement as required by Section 7 of the Securities Act. SEC Rule 437a promulgated pursuant to the 1933 Act permits the registrant to file registration statements that contain or incorporate by reference financial statements in which Arthur Andersen had been acting as the independent public accountant without filing the written consent of Arthur Andersen required by Section 7 of the 1933 Act. The lack of a consent from Arthur Andersen will generally make unavailable a claim against the accountant relating to securities acquired pursuant to this Registration Statement under Section 11(a) of the 1933 Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated in those financial statements or necessary to make the statements in those financial statements not misleading. 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 1933 Act. The Registrant has adopted the provisions of the Tennessee statute pursuant to Article Six of its Bylaws. Also the Registrant 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 1933 Act. 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. The Registrant has adopted the provisions of the statute as Article 13 of its Charter. Article Six of the Bylaws requires the Registrant 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 7. EXEMPTION FROM REGISTRATION CLAIMED No response is required to this item. Item 8. EXHIBITS Exhibit Number Description - -------------- ----------- 4.1 Restated Charter of the Registrant, as amended, attached as Exhibit 3(i) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 4.2 Bylaws of the Registrant, as amended and restated, attached as Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference. 4.3 First Tennessee National Corporation 2003 Equity Compensation Plan, attached as Appendix A to the Registrant's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 2003 and incorporated herein by reference. 4.4 Shareholder Protection Rights Agreement, dated as of October 20, 1998, between the Registrant and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to the Registrant's Registration Statement on Form 8-A, filed October 23, 1998 and incorporated herein by reference. 5 Opinion and Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz 23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz (contained in Exhibit 5) 2 23.2 Consent of KPMG LLP 24 Power of Attorney Item 9. UNDERTAKINGS (a) The undersigned Registrant 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 1933 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 undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by the final adjudication of such issue. [SIGNATURE PAGE TO FOLLOW] 3 SIGNATURES Pursuant to the requirements of the 1933 Act, 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 October 20, 2003. FIRST TENNESSEE NATIONAL CORPORATION By: /s/ Sarah L. Meyerrose ------------------------------------------------ Sarah L. Meyerrose, Executive Vice President - Corporate and Employee Services Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. NAME TITLE DATE ---- ----- ---- /s/ Ralph Horn* Chairman of the Board and a Director October 20, 2003 - ------------------------------------ Ralph Horn /s/ J. Kenneth Glass* - ------------------------------------ President, Chief Executive Officer and a October 20, 2003 J. Kenneth Glass Director (principal executive officer) /s/ James F. Keen* Executive Vice President, Chief Financial Officer - ------------------------------------ and Corporate Controller (principal financial October 20, 2003 James F. Keen officer and principal accounting officer) /s/ Robert C. Blattberg* - ------------------------------------ Director October 20, 2003 Robert C. Blattberg /s/ George E. Cates* - ------------------------------------ Director October 20, 2003 George E. Cates /s/ James A. Haslam, III* - ------------------------------------ Director October 20, 2003 James A. Haslam, III /s/ R. Brad Martin* - ------------------------------------ Director October 20, 2003 R. Brad Martin /s/ Vicki R. Palmer* - ------------------------------------ Director October 20, 2003 Vicki R. Palmer
4 NAME TITLE DATE ---- ----- ---- /s/ Michael D. Ross* - ------------------------------------ Director October 20, 2003 Michael D. Ross /s/ William B. Sansom* - ------------------------------------ Director October 20, 2003 William B. Sansom /s/ Jonathan P. Ward* - ------------------------------------ Director October 20, 2003 Jonathan P. Ward /s/ Luke Yancy, III* - ------------------------------------ Director October 20, 2003 Luke Yancy, III */s/ Clyde A. Billings, Jr. - ------------------------------------ October 20, 2003 Clyde A. Billings, Jr., as Attorney-in-Fact
5 EX-23 2 firsttnforms8ex232102003.txt EXHIBIT 23.2 Exhibit 23.2 Independent Auditors' Consent The Board of Directors First Tennessee National Corporation: We consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the registration of 3,000,000 shares of common stock under the First Tennessee National Corporation 2003 Equity Compensation Plan of our report dated February 21, 2003, with respect to the consolidated statement of condition of First Tennessee National Corporation (the Company) as of December 31, 2002 and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended, which report is incorporated by reference in the Company's 2002 Annual Report on Form 10-K, and to all references to our firm included therein. Our report refers to our audit of the adjustments that were applied for the restatements of the 2001 and 2000 consolidated financial statements, as more fully described in Notes 1 and 22 to the consolidated financial statements, and the revision described in Note 7 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such adjustments. /s/ KPMG LLP October 20, 2003 Exhibit 23.2 - 1 EX-24 3 firsttnforms8ex24101703.txt EXHIBIT 24 - POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint JAMES F. KEEN, CLYDE A. BILLINGS, JR., and MILTON A. GUTELIUS, JR., 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 3,000,000 shares of the Corporation's Common Stock par value $0.625 per share, pursuant to the First Tennessee National Corporation 2003 Equity Compensation 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 /s/ Ralph Horn Chairman of the Board and May 13, 2003 - ----------------------- a Director Ralph Horn /s/ J. Kenneth Glass President, Chief Executive May 13, 2003 - ----------------------- Officer and a Director (principal J. Kenneth Glass executive officer) /s/ James F. Keen Executive Vice President, Chief May 13, 2003 - ----------------------- Financial Officer and Corporate James F. Keen Controller (principal financial officer and principal accounting officer) /s/ Robert C. Blattberg Director May 13, 2003 - ----------------------- Robert C. Blattberg /s/ George E. Cates Director May 13, 2003 - ----------------------- George E. Cates /s/ James A. Haslam, III Director May 13, 2003 - ------------------------ James A. Haslam, III Exhibit 24-1 /s/ R. Brad Martin Director May 13, 2003 - ----------------------- R. Brad Martin /s/ Vicki R. Palmer Director May 13, 2003 - ----------------------- Vicki R. Palmer /s/ Michael D. Rose Director May 13, 2003 - ----------------------- Michael D. Rose /s/ William B. Sansom Director May 13, 2003 - ----------------------- William B. Sansom /s/ Jonathan P. Ward Director May 13, 2003 - ----------------------- Jonathan P. Ward /s/ Luke Yancy III Director May 13, 2003 - ----------------------- Luke Yancy III Exhibit 24-2 EX-5 4 firsttnforms8ex5101703.txt EXHIBIT 5 Exhibit 5 October 20, 2003 First Tennessee National Corporation 165 Madison Avenue, Memphis, Tennessee 38103 Gentlemen: We have acted as special securities counsel for First Tennessee National Corporation, a Tennessee corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the First Tennessee National Corporation 2003 Equity Compensation Plan (the "Plan"). This opinion is being furnished in response to Item 601 of Regulation S-K and the instructions to Form S-8. We are familiar with the proceedings to date with respect to the Plan and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion. On the basis of the foregoing, we are of the opinion that the Plan has been duly and validly authorized and adopted, and the securities being registered under the Registration Statement that may be issued and sold from time to time in accordance with the Plan have been duly authorized for issuance and will, when issued, sold and paid for in accordance with the Plan, be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the corporate laws of the State of Tennessee, and we are not expressing any opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, we have relied to the extent we 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 us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Baker, Donelson, Bearman, Caldwell & Berkowitz, PC BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC Exhibit 5-1 -----END PRIVACY-ENHANCED MESSAGE-----