-----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, FNs2taOCd0bT/ts2L/ZyVwLLJMI5HA1vKYmjRls6BSW30pASpjWrwtV6N8DgVLRy Y/Cb4SDMA1pO0frm1uwlhQ== 0000092230-96-000014.txt : 19960520 0000092230-96-000014.hdr.sgml : 19960520 ACCESSION NUMBER: 0000092230-96-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960517 EFFECTIVENESS DATE: 19960605 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03989 FILM NUMBER: 96569449 BUSINESS ADDRESS: STREET 1: 500 N CHESTNUT ST CITY: LUMBERTON STATE: NC ZIP: 28358 BUSINESS PHONE: 9196712000 MAIL ADDRESS: STREET 1: 500 NORTH CHESTNUT STREET CITY: LUMBERTON STATE: NC ZIP: 28358 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ SOUTHERN NATIONAL CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0939887 (State or other jurisdiction of (I.R.S. Employer Identification incorpation of organization) Number) 200 West Second Street Winston-Salem, North Carolina 27101 (Address of principal executive offices, including zip code) SOUTHERN NATIONAL CORPORATION 1995 OMNIBUS STOCK INCENTIVE PLAN (Full title of the plan) Jerone C. Herring, Esq. Southern National Corporation 200 West Second Street 3rd Floor Winston-Salem, North Carolina 27101 (910) 733-2180 (Name, address and 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 share(1) price(1) fee(1) Common Stock, par value $5.00 per share 6,000,000 shares $28.625 $171,750,000 $59,224 (1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and low prices of the registrant's common stock on May 13, 1996, as reported on the New York Stock Exchange. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Southern National Corporation (the "Company" or "SNC") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) the Company's Current Reports on Form 8-K filed with the Commission on April 15, 1996 and May 3, 1996, respectively; (d) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above; and (e) the description of the Company's Common Stock, par value $5.00 per share, contained in the Company's registration statement filed with respect to such Common Stock, including any amendment or report filed for the purposes of updating such description. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. As permitted by the laws of North Carolina, the Amended and Restated Articles of Incorporation of the Company (the "Articles") eliminate all liability of the Company's directors and officers for monetary damages to the Company or its shareholders except in the event of willful misconduct or a knowing violation of the criminal law or any federal or state securities law. The Articles also require indemnification of any person against liability incurred in connection with any proceeding to which that person is made a party by reason of (i) his service to the Company as a director or officer or (ii) his service as director, officer, trustee or partner to some other enterprise at the request of the Company, except in the event of willful misconduct or a knowing violation of the criminal law. Item 7. Exemption from Registration Claimed. Not applicable. II - 1 Item 8. Exhibits. The following exhibits are filed as a part of this Registration Statement: Number Description 5 Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. (included in Exhibit 5). 24 Power of Attorney of Directors and Officers of the Company. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement II - 2 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 Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. II - 3 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, Southern National Corporation 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 Winston-Salem, State of North Carolina, on this 15th day of May, 1996. SOUTHERN NATIONAL CORPORATION By: Jerone C. Herring Jerone C. Herring Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 15, 1996. John A. Allison IV* Scott E. Reed Name: John A. Allison IV Name: Scott E. Reed Title: Chairman of the Board and Title: Senior Executive Vice Chief Executive Officer President and Chief (principal executive officer) Financial Officer Sherry A. Kellett Paul B. Barringer* Name: Sherry A. Kellett Name: Paul B. Barringer Title: Executive Vice President Title: Director and Controller (principal accounting officer) W. R. Cuthbertson, Jr.* Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal Title: Director Title: Director A. J. Dooley, Sr.* Joe L. Dudley, Sr.* Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr. Title: Director Title: Director Tom D. Efird* O. William Fenn, Jr.* Name: Tom D. Efird Name: O. William Fenn, Jr. Title: Director Title: Director Paul S. Goldsmith* L. Vincent Hackley* Name: Paul S. Goldsmith Name: L. Vincent Hackley Title: Director Title: Director Ernest F. Hardee* Richard Janeway, M.D.* Name: Ernest F. Hardee Name: Richard Janeway, M.D. Title: Director Title: Director II - 4 J. Ernest Lathem, M.D.* James H. Maynard* Name: J. Ernest Lathem, M.D. Name: James H. Maynard Title: Director Title: Director Joseph A. McAleer* Albert O. McCauley* Name: Joseph A. McAleer Name: Albert O. McCauley Title: Director Title: Director Dickson McLean, Jr.* Charles E. Nichols* Name: Dickson McLean, Jr. Name: Charles E. Nichols Title: Director Title: Director L. Glenn Orr, Jr.* A. Winniett Peters* Name: L. Glenn Orr, Jr. Name: A. Winniett Peters Title: Director Title: Director Richard L. Player, Jr.* C. Edward Pleasants, Jr.* Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr. Title: Director Title: Director Nido R. Qubein* A. Tab Williams, Jr.* Name: Nido R. Qubein Name: A. Tab Williams, Jr. Title: Director Title: Director *By: Jerone C. Herring Name: Jerone C. Herring Attorney-in-Fact II - 5 EXHIBIT INDEX to Registration Statement on Form S-8 of Southern National Corporation Exhibit No. Description 5 Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. (included in Exhibit 5). 24 Power of Attorney of Directors and Officers of the Company. WOMBLE CARLYLE SANDRIDGE & RICE Exhibit 5 A PROFESSIONAL LIMITED LIABILITY COMPANY 3300 ONE FIRST UNION CENTER 301 SOUTH COLLEGE STREET CHARLOTTE, NORTH CAROLINA 28202-6025 OTHER OFFICES GARZA BALDWIN, III TELEPHONE (704) 331-4900 ATLANTA, GA (704) 331-4907 FACSIMILE (704) 331-4955 RALEIGH, NC WINSTON-SALEM, NC May 15, 1996 Southern National Corporation 200 West Second Street Winston-Salem, North Carolina 27101 Re: Registration Statement on Form S-8 with respect to the Southern National Corporation 1995 Omnibus Stock Incentive Plan Ladies and Gentlemen: We are acting as counsel for Southern National Corporation (the "Company") in connection with its registration under the Securities Act of 1933, as amended, of 6,000,000 shares of its common stock, $5.00 par value (the "Shares"), which are proposed to be offered and sold pursuant to the Company's 1995 Omnibus Stock Incentive Plan, as amended and restated effective April 23, 1996 (the "Plan"), and pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") with respect to the Shares. In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly authorized and, upon issuance pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Sincerely, WOMBLE CARLYLE SANDRIDGE & RICE A Professional Limited Liability Company By: Garza Baldwin, III Garza Baldwin, III Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 18, 1996 (except with respect to the matter discussed in Note J to the consolidated financial statements, as to which the date is February 28, 1996), included in Southern National Corporation's Form 10-K for the year ended December 31, 1995, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Charlotte, North Carolina, May 15, 1996. Exhibit 24 POWER OF ATTORNEY Each of the undersigned, being a director of Southern National Corporation (the Corporation ), hereby nominates, constitutes and appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or any one of them severally, to be his true and lawful attorney-in- fact and on his behalf and in his name to sign a registration statement or registration statements on Form S-8, and all amendments thereto, and to file the same under the Securities Act of 1933, as amended (the Act ), in connection with the registration under the Act of shares of the Corporation's common stock issuable pursuant to the Southern National Corporation 1995 Omnibus Stock Incentive Plan, as it may be amended from time to time, the registration statement or registration statements to be in such form as such attorney-in- fact shall approve, such approval to be conclusively evidenced by his signing thereof; and each of the undersigned agrees to ratify and confirm all that such attorneys-in-fact or any of them shall do in the exercise or purported exercise of the powers hereby granted. IN WITNESS WHEREOF, this Power of Attorney has been executed by the undersigned this 24th day of October, 1995. John A. Allison J. Ernest Lathem, M.D. John A. Allison J. Ernest Lathem, M.D. Paul B. Barringer James H. Maynard Paul B. Barringer James H. Maynard W. R. Cuthbertson, Jr. Joseph A. McAleer, Jr. W. R. Cuthbertson, Jr. Joseph A. McAleer, Jr. Albert O. McCauley Ronald E. Deal Albert O. McCauley A. J. Dooley, Sr. Dickson McLean, Jr. A. J. Dooley, Sr. Dickson McLean, Jr. Joe L. Dudley, Sr. Charles E. Nichols Joe L. Dudley, Sr. Charles E. Nichols Tom D. Efird L. Glenn Orr, Jr. Tom D. Efird L. Glenn Orr, Jr. O. William Fenn, Jr. A. Winniett Peters O. William Fenn, Jr. A. Winniett Peters Paul S. Goldsmith Richard L. Player, Jr. Paul S. Goldsmith Richard L. Player, Jr. Lloyd Vincent Hackley C. Edward Pleasants, Jr. Lloyd Vincent Hackley C. Edward Pleasants, Jr. Ernest F. Hardee Nido R. Qubein Ernest F. Hardee Nido R. Qubein Richard Janeway, M.D. A. Tab Williams, Jr. Richard Janeway, M.D. A. Tab Williams, Jr. -----END PRIVACY-ENHANCED MESSAGE-----