-----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, BxxQK8/ksTdxTCV7d496GLf4VYYKS0aO3U48T+VylIeweHmWs+FYPMBrvPZUKc0/ L2/lQNWVZ/W9dkwpA7l7Cw== 0000070858-98-000292.txt : 19980709 0000070858-98-000292.hdr.sgml : 19980709 ACCESSION NUMBER: 0000070858-98-000292 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980708 EFFECTIVENESS DATE: 19980708 SROS: AMEX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSBANK CORP CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58657 FILM NUMBER: 98661528 BUSINESS ADDRESS: STREET 1: NATIONSBANK CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043865000 MAIL ADDRESS: STREET 1: NATIONALSBANK CORPORATE CENTER STREET 2: NC1007 19 04 CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 S-8 1 Registration No. 333- ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ NationsBank Corporation (Exact Name of Registrant as Specified in Its Charter) North Carolina 56-0906609 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) NationsBank Corporate Center 28255 100 North Tryon Street (Zip Code) Charlotte, North Carolina (Address of Principal Executive Offices) _____________________________ NationsBank Corporation Key Employee Stock Plan (Full Title of the Plan) ______________________________ PAUL J. POLKING, ESQ. General Counsel NationsBank Corporation NationsBank Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 (Name and Address of Agent for Service) (704) 386-5000 (Telephone Number, Including Area Code, of Agent for Service) ___________________ CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit (1) Price(1) Fee - -------------------------------------------------------------------------------- Common Stock 40,000,000 shares $77.53125 $3,101,250,000 $914,869 ================================================================================ (1)Determined on the basis of the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on June 30, 1998 in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a Registration Statement on Form S- 8 relating to the NationsBank Corporation Key Employee Stock Plan is effective. Accordingly, pursuant to General Instruction E to Form S-8, NationsBank Corporation (the "Registrant") hereby incorporates by reference herein the contents of such Registration Statement on Form S-8 (Registration No. 33-60695) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and Current Reports on Form 8-K filed January 14, 1998, January 22, 1998, February 3, 1998, March 13, 1998, March 23, 1998, April 15, 1998, April 16, 1998, April 17, 1998 (amended by Form 8-K/A-1 filed April 24, 1998 and Form 8-K/A-2 filed May 18, 1998), May 6, 1998, and May 13, 1998; and (c) The description of the Registrant's Common Stock contained in its registration statement filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description, including the Registrant's Current Report on Form 8-K filed January 22, 1998. All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post- effective amendment hereto that either indicates that all securities offered hereby have been sold or deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Registrant will provide without charge to each participant in the NationsBank Corporation Key Employee Stock Plan, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference in such documents). Written requests for such copies should be directed to Charles J. Cooley, Principal Corporate Personnel Officer, NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255. Telephone requests may be directed to (704) 386-5000. Item 8. Exhibits. The following exhibits are filed with or incorporated by reference in this Registration Statement. Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Paul J. Polking, Esq., General Counsel of the Registrant (included in Exhibit 5.1). 24.1 Power of Attorney and Certified Resolution. SIGNATURES 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 Charlotte, State of North Carolina, on July 7, 1998. NATIONSBANK CORPORATION By: */s/ Hugh L. McColl, Jr. Hugh L. McColl, Jr. Chief Executive 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 dates indicated. Signature Title Date --------- ----- ---- */s/ Hugh L. McColl, Jr. Chief Executive Officer July 7, 1998 Hugh L. McColl, Jr. and Director (Principal Executive Officer) */s/ James H. Hance, Jr. Vice Chairman, Chief July 7, 1998 James H. Hance, Jr. Financial Officer and Director (Principal Financial Officer) */s/ Marc D. Oken Executive Vice President and July 7, 1998 Marc D. Oken Chief Accounting Officer (Principal Accounting Officer) */s/ Charles E. Rice Chairman of the Board July 7, 1998 Charles E. Rice and Director */s/ Ray C. Anderson Director July 7, 1998 Ray C. Anderson */s/ Rita Bornstein Director July 7, 1998 Rita Bornstein */s/ B.A. Bridgewater, Jr. Director July 7, 1998 B. A. Bridgewater, Jr. Director July _, 1998 Thomas E. Capps Director July _, 1998 Alvin R. Carpenter Director July _, 1998 Charles W. Coker */s/ Thomas G. Cousins Director July 7, 1998 Thomas G. Cousins */s/ Andrew B. Craig, III Director July 7, 1998 Andrew B. Craig, III */s/ Alan T. Dickson Director July 7, 1998 Alan T. Dickson */s/ Paul Fulton Director July 7, 1998 Paul Fulton */s/ C. Ray Holman Director July 7, 1998 C. Ray Holman */s/ W. W. Johnson Director July 7, 1998 W. W. Johnson */s/ Kenneth D. Lewis President and Director July 7, 1998 Kenneth D. Lewis */s/ Russell W. Meyer, Jr. Director July 7, 1998 Russell W. Meyer, Jr. */s/ Richard B. Priory Director July 7, 1998 Richard B. Priory */s/ John C. Slane Director July 7, 1998 John C. Slane */s/ O. Temple Sloan, Jr. Director July 7, 1998 O. Temple Sloan, Jr. */s/ Meredith R. Spangler Director July 7, 1998 Meredith R. Spangler */s/ Albert E. Suter Director July 7, 1998 Albert E. Suter */s/ Ronald Townsend Director July 7, 1998 Ronald Townsend */s/ Jackie M. Ward Director July 7, 1998 Jackie M. Ward */s/ John A. Williams Director July 7, 1998 John A. Williams */s/ Virgil R. Williams Director July 7, 1998 Virgil R. Williams *By: /s / Charles M. Berger Charles M. Berger Attorney-in-Fact INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Paul J. Polking, Esq., General Counsel of the Registrant (included in Exhibit 5.1). 24.1 Power of Attorney and Certified Resolution. Paul J. Polking Executive Vice President and General Counsel NationsBank Corporation NationsBank Corporate Center, NC1-007-20-01 Charlotte, NC 28255 Exhibit 5.1 July 7, 1998 Board of Directors NationsBank Corporation NationsBank Corporate Center Charlotte, North Carolina 28255 Ladies and Gentlemen: In connection with the proposed registration under the Securities Act of 1933, as amended, of up to 40,000,000 shares (the "Shares") of the common stock of NationsBank Corporation (the "Common Stock") to be issued pursuant to the terms of the NationsBank Corporation Key Employee Stock Plan (the "Plan"), I have examined such corporate records and other documents, including the Registration Statement on Form S-8 (the "Registration Statement") and Prospectus relating to the Shares, and have reviewed such matters of law as I have deemed necessary or appropriate for this opinion. I have also examined a prior NationsBank Corporation Registration Statement on Form S-8 (Registration No. 33-60695) relating to the issuance of up to 28,000,000 shares of Common Stock pursuant to the Plan. Based on such examination and review, it is my opinion that the Shares have been duly and validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. I consent to be named in the Registration Statement as the attorney who passed upon the legality of the Shares, and to the filing of a copy of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Paul J. Polking Paul J. Polking Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 9, 1998, which appears on page 46 of the NationsBank Corporation Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the incorporation by reference of our report dated April 13, 1998, which appears on page 75 of the NationsBank Corporation Current Report on Form 8-K filed April 16, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Charlotte, North Carolina July 7, 1998 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of NationsBank Corporation dated July 7, 1998 of our report dated January 20, 1998, with respect to the consolidated financial statements of BankAmerica Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Francisco, California July 7, 1998 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank Corporation, and the several undersigned Officers and Directors thereof whose signatures appear below, hereby makes, constitutes and appoints James W. Kiser and Charles M. Berger, and each of them acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to execute, deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned Officer's and Director's capacity or capacities as shown below, (a) one or more Registration Statements of NationsBank Corporation on Form S-8 relating to the issuance of up to 79,500,000 shares of the Common Stock of NationsBank Corporation pursuant to the NationsBank Corporation Key Employee Stock Plan and any and all documents in support thereof or supplemental thereto and any and all amendments, including any and all post-effective amendments, to the foregoing (hereinafter called the "Registration Statements"), and (b) such registration statements, petitions, applications, consents to service of process or other instruments, any and all documents in support thereof or supplemental thereto, and any and all amendments or supplements to the foregoing, as may be necessary or advisable to qualify or register the securities covered by said Registration Statements under such securities laws, regulations or requirements as may be applicable; and each of NationsBank Corporation and said Officers and Directors hereby grants to said attorneys, and to each of them, full power and authority to do and perform each and every act and thing whatsoever as said attorneys or attorney may deem necessary or advisable to carry out fully the intent of this power of attorney to the same extent and with the same effect as NationsBank Corporation might or could do, and as each of said Officers and Directors might or could do personally in his or her capacity or capacities as aforesaid, and each of NationsBank Corporation and said Officers and Directors hereby ratifies and confirms all acts and things which said attorneys or attorney might do or cause to be done by virtue of this power of attorney and its, his or her signature as the same may be signed by said attorneys or attorney, or any of them, to any or all of the following (and/or any and all amendments and supplements to any or all thereof): such Registration Statements under the Securities Act of 1933, as amended, and all such registration statements, petitions, applications, consents to service of process and other instruments, and any and all documents in support thereof or supplemental thereto, under such securities laws, regulations and requirements as may be applicable. IN WITNESS WHEREOF, NationsBank Corporation has caused this power of attorney to be signed on its behalf, and each of the undersigned Officers and Directors in the capacity or capacities noted has hereunto set his or her hand as of the date indicated below. NATIONSBANK CORPORATION By: /s/ Hugh L. McColl, Jr. Hugh L. McColl, Jr. Chief Executive Officer Dated: June 24, 1998 Signature Title Date --------- ----- ---- /s/ Hugh L. McColl, Jr. Chief Executive Officer and June 24, 1998 Hugh L. McColl, Jr. Director (Principal Executive Officer) /s/ James H. Hance, Jr. Vice Chairman, Chief June 24, 1998 James H. Hance, Jr. Financial Officer and Director (Principal Financial Officer) /s/ Marc D. Oken Executive Vice President and June 24, 1998 Marc D. Oken Chief Accounting Officer (Principal Accounting Officer) /s/ Charles E. Rice Chairman of the Board June 24, 1998 Charles E. Rice and Director /s/ Ray C. Anderson Director June 24, 1998 Ray C. Anderson /s/ Rita Bornstein Director June 24, 1998 Rita Bornstein /s/ B. A. Bridgewater, Jr. Director June 24, 1998 B. A. Bridgewater, Jr. Director June , 1998 Thomas E. Capps Director June , 1998 Alvin R. Carpenter Director June , 1998 Charles W. Coker /s/ Thomas G. Cousins Director June 24, 1998 Thomas G. Cousins /s/ Andrew B. Craig, III Director June 24, 1998 Andrew B. Craig, III /s/ Alan T. Dickson Director June 24, 1998 Alan T. Dickson /s/ Paul Fulton Director June 24, 1998 Paul Fulton /s/ C. Ray Holman Director June 24, 1998 C. Ray Holman /s/ W. W. Johnson Director June 24, 1998 W. W. Johnson /s/ Kenneth D. Lewis President and Director June 24, 1998 Kenneth D. Lewis /s/ Russell W. Meyer, Jr. Director June 24, 1998 Russell W. Meyer, Jr. /s/ Richard B. Priory Director June 24, 1998 Richard B. Priory /s/ John C. Slane Director June 24, 1998 John C. Slane /s/ O. Temple Sloan, Jr. Director June 24, 1998 O. Temple Sloan, Jr. /s/ Meredith R. Spangler Director June 24, 1998 Meredith R. Spangler /s/ Albert E. Suter Director June 24, 1998 Albert E. Suter /s/ Ronald Townsend Director June 24, 1998 Ronald Townsend /s/ Jackie M. Ward Director June 24, 1998 Jackie M. Ward /s/ John A. Williams Director June 24, 1998 John A. Williams /s/ Virgil R. Williams Director June 24, 1998 Virgil R. Williams NationsBank Corporation Extract of Board of Director Resolutions June 24, 1998 RESOLVED, that James W. Kiser and Charles M. Berger be, and each of them with full power to act without the other hereby is, authorized and empowered to sign the aforesaid Registration Statements [relating to the NationsBank Corporation Key Employee Stock Plan] and any amendment or amendments thereto (including any post-effective amendments) on behalf of and as attorneys for the Corporation and on behalf of and as attorneys for any of the following: the Chief Executive Officer, the Principal Financial Officer, the Principal Accounting Officer and any other officer of the Corporation. CERTIFICATE OF SECRETARY ------------------------ I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation, a corporation duly organized and existing under the laws of the State of North Carolina, do hereby certify that the foregoing is a true and correct extract of resolutions duly adopted by a majority of the entire Board of Directors of said Corporation at a meeting of said Board of Directors held on June 24, 1998, at which meeting a quorum was present and acted throughout and that said resolution is in full force and effect and has not been amended or rescinded as of the date hereof. IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of said corporation this 7th day of July, 1998. (SEAL) /s/ Allison L Gilliam Allison L. Gilliam Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----