<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997
REGISTRATION STATEMENT NO. _______________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
BARNETT BANKS, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-0560515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
BARNETT EMPLOYEE STOCK PURCHASE PLAN
------------------------
(Full title of Plan)
CHARLES E. RICE
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
HALCYON E. SKINNER, ESQ.
MAHONEY ADAMS & CRISER, P.A.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Title of Securities To Be Amount to Be Proposed Maximum Aggregate Proposed Maximum Aggregate Amount of
Registered Registered Offering Price Per Unit * Offering Price * Registration Fee *
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $2.00 1,000,000 Shares $43.31 $43,310,000 $13,124.24
per share (including preferred
stock purchase rights) **
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The registration fee is based on the
average of the high and low prices for Barnett Banks, Inc. ("Barnett" or
the "Company") Common Stock (the "Common Stock") reported on the New York
Stock Exchange on January 29, 1997.
** There is also being registered hereunder associated rights to purchase
shares of Barnett Banks, Inc.'s Junior Participating Preferred Stock, par
value $0.10 per share, which rights are (a) not currently exercisable and
(b) not currently separable from shares of Common Stock. In addition, this
Registration Statement includes such indeterminate number of shares of
Common Stock as may be issuable as a result of stock splits, stock
dividends or similar transactions. Pursuant to Rule 146(c) under the
Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests in the Barnett Employee Stock Purchase
Plan to be offered or sold pursuant to such plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Registration Statement relates to 1,000,000 shares of Barnett's Common
Stock representing additional shares authorized for issuance pursuant to the
Barnett Employee Stock Purchase Plan. Pursuant to General Instruction E to Form
S-8, the Registrant hereby incorporates by reference the contents of its earlier
Registration Statement on Form S-8 (No. 33-53357) relating to the Barnett
Employee Stock Purchase Plan, except for the Items set forth below.
II-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by the Company's Annual Report on Form 10-K/A
filed on February 14, 1996;
(b) the Company's Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996;
(c) the Company's Current Reports on Form 8-K dated February 5, 1996,
February 29, 1996, March 4, 1996, March 21, 1996, January 14, 1997 and
January 24, 1997;
(d) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
December 12, 1979; and
(e) the description of the Company's Junior Participating Preferred Stock
Purchase Rights, as amended, contained in its Registration Statement
on Form 8-A, filed with the Commission on July 12, 1990.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange 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 hereof from the date of filing of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Marshall M. Criser, a member of the firm of Mahoney Adams & Criser, is a
director of the Company.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-8 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
II-3
<PAGE>
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 (1)(i) and (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 by the registrant 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 of 1933, 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 purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
II-4
<PAGE>
employee benefit plan's annual report pursuant to 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 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 registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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 Jacksonville, State of Florida, on the 3rd day of
February, 1997.
BARNETT BANKS, INC.
By: *
-----------------------------
Charles E. Rice, Chairman and
Chief Executive Officer
/s/ Patrick J. McCann
-----------------------------
Patrick J. McCann
Attorney-in-Fact
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
* Director February 3, 1997
- -------------------------------
Walter H. Alford
* Director February 3, 1997
- -------------------------------
Rita Bornstein
* Director February 3, 1997
- -------------------------------
James L. Broadhead
* Director February 3, 1997
- -------------------------------
Alvin R. Carpenter
* Director February 3, 1997
- -------------------------------
Marshall M. Criser
* Director February 3, 1997
- -------------------------------
Jack B. Critchfield
* Director February 3, 1997
- -------------------------------
Remedios Diaz Oliver
* President February 3, 1997
- ------------------------------- Chief Operating
Allen L. Lastinger, Jr. Officer and Director
/s/ Gregory M. Delaney Controller February 3, 1997
- ------------------------------- (Principal Accounting
Gregory M. Delaney Officer)
* Director February 3, 1997
- -------------------------------
Clarence V. McKee
II-6
<PAGE>
Signature Title Date
- --------- ----- ----
* Director February 3, 1997
- -------------------------------
Thompson L. Rankin
* Chief Financial February 3, 1997
- ------------------------------- Officer (Principal
Charles W. Newman Financial Officer)
* Chairman, Chief February 3, 1997
- ------------------------------- Executive Officer
Charles E. Rice and Director
(Principal Executive
Officer)
* Director February 3, 1997
- -------------------------------
Frederick H. Schultz
* Director February 3, 1997
- -------------------------------
Stewart Turley
* Director February 3, 1997
- -------------------------------
John A. Williams
/s/ Patrick J. McCann
- -------------------------------
Patrick J. McCann
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
PAGINATION IN
SEQUENTIAL
EXHIBIT EXHIBIT NUMBERING
NUMBER DESIGNATION SYSTEM
- ------- ----------- -------------
(4)(a) Amended and Restated Articles of Incorporation
of the Corporation. incorporated by
reference to
Exhibit 4(a) of
the
Corporation's
Registration
Statement No.
33-59246
(4)(b) Bylaws of the Corporation. incorporated by
reference to
Exhibit 4(b) to
the
Corporation's
Registration
Statement No.
33-64305
(4)(c) Rights Agreement. incorporated by
reference to
Exhibit (4)(c)
to the
Corporation's
Registration
Statement No.
33-36307
(5) Opinion of Mahoney Adams & Criser, P.A. as to the validity of the
Common Stock.
(23)(a) Consent of Arthur Andersen LLP.
(23)(b) Consent of Mahoney Adams & Criser, P.A., counsel to the Corporation
(included in Exhibit (5)).
(24)(a) Powers of Attorney.
(24)(b) Certified Resolutions of Board of Directors authorizing Powers of
Attorney.
II-8
<PAGE>
Exhibit 5
[LETTERHEAD]
February 3, 1997
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Re: Barnett Banks, Inc. Registration Statement Relating to 1,000,000
Shares of Common Stock Issuable pursuant to Employee Stock Purchase
Plan
Ladies and Gentlemen:
We refer to the registration statement (the "Registration Statement")
of Barnett Banks, Inc. ("Barnett" or the "Company") on Form S-8 filed
with the Securities and Exchange Commission on February 3, 1997, covering the
registration under the Securities Act of 1933, as amended, of up to 1,000,000
shares (the "Shares") of common stock of Barnett, $2.00 par value. The
Shares may be issued from time to time to participants in the Company's
Employee Stock Purchase Plan (the "Plan").
As counsel for the Company, we have examined the Registration Statement,
and we are familiar with the proceedings taken by the Company relating to
them. We have also examined the Amended and Restated Articles of
Incorporation, as amended, and the Bylaws, as amended, of the Company, and
such Barnett records, certificates and other documents as we have considered
necessary or appropriate for the purposes of this opinion.
Based on the foregoing, it is our opinion that the issuance of the
Shares has been duly and validly authorized by the Company and that the
Shares, upon issuance in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
as counsel for the Company who will pass upon the validity of the Shares and
as having prepared this opinion and to the use of this opinion as an exhibit
to the Registration Statement. We further consent to the use of our name as
counsel for the Company and to the references to this firm in the Prospectus
which constitutes part of the Registration Statement.
<PAGE>
Barnett Banks, Inc.
February 3, 1997
Page 2
In giving this consent, we do not thereby admit that we came within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
MAHONEY ADAMS & CRISER, P.A.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our
report dated January 10, 1996, incorporated by reference in Barnett Banks,
Inc.'s Form 10-K, as amended on Form 10-K/A, for the year ended December 31,
1995, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
February 3, 1997
<PAGE>
Exhibit 24(a)
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Walter H. Alford
-----------------------
Walter H. Alford
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Rita Bornstein
------------------------
Rita Bornstein
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ James L. Broadhead
---------------------------
James L. Broadhead
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Alvin R. Carpenter
---------------------------
Alvin R. Carpenter
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Marshall M. Criser
---------------------------
Marshall M. Criser
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Jack B. Critchfield
---------------------------
Jack B. Critchfield
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Allen L. Lastinger, Jr.
------------------------------
Allen L. Lastinger, Jr.
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Patrick J. McCann
----------------------------
Patrick J. McCann
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Clarence V. McKee
----------------------------
Clarence V. McKee
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Charles W. Newman
----------------------------
Charles W. Newman
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Hinton F. Nobles, Jr.
----------------------------
Hinton F. Nobles, Jr.
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Remedios Diaz Oliver
----------------------------
Remedios Diaz Oliver
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Tom L. Rankin
----------------------------
Tom L. Rankin
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Charles E. Rice
----------------------------
Charles E. Rice
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Frederick H. Schultz
----------------------------
Frederick H. Schultz
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ Stewart Turley
----------------------------
Stewart Turley
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., and Patrick J. McCann, and each or any of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign the
Corporation's Registration Statement on Form S-8 (or such other form as shall
be appropriate) and any and all amendments (including post-effective
amendments) thereto covering the issuance of up to 1,000,000 (1 Million)
shares of Common Stock, $2.00 par value, of the Corporation pursuant to the
Corporation's Employee Stock Purchase Plan, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to effectuate the above purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1996.
/s/ John A. Williams
----------------------------
John A. Williams
(SEAL)
<PAGE>
Exhibit 24(b)
RESOLUTION C
BARNETT BANKS, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS
AS DULY ADOPTED AT A REGULAR MEETING
HELD ON NOVEMBER 20, 1996
AUTHORIZING THE REGISTRATION WITH THE SEC
OF 1,000,000 ADDITIONAL SHARES PURSUANT TO
THE BARNETT EMPLOYEE STOCK PURCHASE PLAN
RESOLVED, that in connection with the Corporation's Employee Stock Purchase
Plan (the "Plan"), the Board of Directors hereby authorizes the issuance
and sale of up to One Million (1,000,000) shares of Common Stock of the
Corporation, $2.00 par value, ("Common Stock").
FURTHER RESOLVED, that the Board of Directors hereby authorizes the Chairman
and Chief Executive Officer, the President and Chief Operating Officer, the
Chief Financial Officer, the Executive Vice President, the Corporate
Secretary, and any Assistant Secretary (the "Proper Officers"), to prepare,
execute and file with the United States Securities and Exchange Commission a
Registration Statement on Form S-8, and authorizes any and all amendments
(including post-effective amendments) and supplements thereto, with respect
to up to One Million (1,000,000) shares of Common Stock to be issued pursuant
to the Plan (the "Shares").
FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers to prepare such documents and take such steps as are necessary or
desirable to effectuate the amendment of the Plan as the Proper Officers deem
necessary, appropriate or desirable, including without limitation, the
amendment of the Plan with respect to the frequency and timing of the sale of
shares from Plan accounts, and the registration, issuance and sale of the
Shares, including but not limited to the actions described in the following
resolutions.
FURTHER RESOLVED, that it may be necessary or desirable and in the best
interest of the Corporation that (1) all or a portion of the Shares be
qualified or registered for sale or exchange, or (2) that the Corporation be
registered as a broker or dealer, in various states under the applicable
securities laws of those states; that each or any of the Proper Officers is
hereby authorized to determine the states in which appropriate action shall
be taken to qualify or register for sale all or such part of the Shares, or
to register the Corporation as a dealer or broker, as they deem necessary or
advisable; that the Proper Officers are hereby authorized to perform on
behalf of this Corporation any and all
<PAGE>
such acts as they deem necessary or advisable in order to comply with the
applicable laws of any such state, and in connection therewith to execute and
file all requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and that the execution by such Proper
Officers of any such paper or document or the doing by them of any act in
connection with the foregoing matter shall conclusively establish their
authority therefor for this Corporation and the approval and ratification by
this Corporation of the papers and documents so executed and the action so
taken.
FURTHER RESOLVED, that if, in any state where the Shares are to be registered
or qualified for offering, sale or exchange, or where the Corporation is to
be qualified as a broker or dealer, a prescribed form of resolution or
resolutions is required to be adopted by the Board of Directors, each such
resolution shall be deemed to have been and hereby is adopted by this
resolution, and that the Secretary of this Corporation is hereby authorized
to certify the adoption of all such resolutions as though such resolutions
were now presented to be inserted in the Minute Book of the Corporation on
pages next following these resolutions and initialed by the Secretary of the
Corporation.
FURTHER RESOLVED, that the Board of Directors hereby authorizes the preparation
and filing, upon due execution by the appropriate officers of the Corporation,
of an application to the New York Stock Exchange for the listing of up to One
Million (1,000,000) shares of Common Stock to be issued under the Plan.
FURTHER RESOLVED, that the Board of Directors of this Corporation hereby
authorizes the Chairman and Chief Executive Officer (the Principal Executive
Officer), the Chief Financial Officer (the "Principal Financial Officer"), the
Controller (the "Principal Accounting Officer") and each Director to execute
Special Powers of Attorney appointing Charles E. Rice, Allen L. Lastinger, Jr.,
Hinton F. Nobles, Jr., Charles W. Newman, Patrick J. McCann, and each or any of
them, as attorney-in-fact to sign the aforementioned Form S-8 Registration
Statement and any and all amendments thereto on their behalf as Executive
Officers or Directors, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to do and perform in the name and on behalf of each of
said Executive Officers and Directors every act whatsoever and necessary or
advisable to be done as fully and to all intents and purposes as any such
Executive Officer or Director might or could do in person.
-2-
<PAGE>
FURTHER RESOLVED, that Charles E. Rice, Chairman and Chief Executive Officer of
the Corporation, is hereby appointed and designated as the person duly
authorized to receive communications and notices from the Securities and
Exchange Commission with respect to such Registration Statement.
FURTHER RESOLVED, that the Board of Directors of this Corporation hereby
authorizes and directs the Proper Officers of this Corporation in its name and
on its behalf and to the extent necessary under its seal, to prepare, execute,
deliver, file and record all instruments, documents and other papers and to do
all such other acts and things as they in their discretion and with the advice
of counsel may deem necessary or desirable to carry into effect the foregoing
resolutions.
/s/ Catherine C. Cosby
-------------------------
Secretary
DATED:
