<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 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 Identification Number)
incorporation or organization)
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 OPTION 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 Registered Proposed Maximum Aggregate Proposed Maximum Amount of
Registered Offering Price Per Unit * Aggregate Offering Registration Fee *
Price *
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,000,000 Shares $41.07 $205,350,000 $62,227.27
$2.00 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 8, 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.
<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 and March 21, 1996;
(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-7 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
II-2
<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-3
<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 13th day of
January, 1997.
BARNETT BANKS, INC.
By: *
--------------------------------
Charles E. Rice, Chairman and
Chief Executive Officer
/s/ GREGORY M. DELANEY
-----------------------------------
Gregory M. Delaney
Attorney-in-Fact
II-4
<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 January 13, 1997
- -------------------------
Walter H. Alford
Director January 13, 1997
- -------------------------
Rita Bornstein
* Director January 13, 1997
- -------------------------
James L. Broadhead
* Director January 13, 1997
- -------------------------
Alvin R. Carpenter
Director January 13, 1997
- -------------------------
Marshall M. Criser
* Director January 13, 1997
- -------------------------
Jack B. Critchfield
Director January 13, 1997
- -------------------------
Remedios Diaz Oliver
* President January 13, 1997
- ------------------------- Chief Operating
Allen L. Lastinger, Jr. Officer and Director
/s/ GREGORY M. DELANEY Controller January 13, 1997
- ------------------------- (Principal Accounting
Gregory M. Delaney Officer)
* Director January 13, 1997
- -------------------------
Clarence V. McKee
II-5
<PAGE>
Signature Title Date
- --------- ----- ----
* Director January 13, 1997
- -------------------------
Thompson L. Rankin
* Chief Financial January 13, 1997
- ------------------------- Officer (Principal
Charles W. Newman Financial Officer)
* Chairman, Chief January 13, 1997
- ------------------------- Executive Officer
Charles E. Rice and Director
(Principal Executive
Officer)
* Director January 13, 1997
- -------------------------
Frederick H. Schultz
Director January 13, 1997
- -------------------------
Stewart Turley
* Director January 13, 1997
- -------------------------
John A. Williams
/s/ GREGORY M. DELANEY
- -------------------------
Gregory M. Delaney
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGINATION IN
SEQUENTIAL
EXHIBIT EXHIBIT NUMBERING
NUMBER DESIGNATION SYSTEM
- ------ ----------- -------------
<S> <C> <C>
(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.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
II-7
<PAGE>
[LETTERHEAD]
January 13, 1997
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Re: Barnett Banks, Inc. Registration Statement Relating to 5,000,000
Shares of Common Stock Issuable pursuant to Employee Stock Option 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 January 13, 1997, covering the
registration under the Securities Act of 1933, as amended, of up to 5,000,000
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
Option 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.
January 13, 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
January 13, 1997
<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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 ____ day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 3rd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 2nd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 ____ day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 3rd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 2nd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 2nd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 3rd day of January,
1997.
/s/ THOMPSON L. RANKIN
----------------------------------------
Thompson 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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 2nd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 2nd day of January,
1997.
/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
Gregory M. Delaney, 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 5,000,000 (Five Million) Shares of Common Stock, $2.00 par
value, of the Corporation pursuant to the Corporation's 1997 broad-based
employee stock option 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 3rd day of January,
1997.
/s/ JOHN A. WILLIAMS
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John A. Williams
(SEAL)
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RESOLUTION E
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 SECURITIES AND EXCHANGE COMMISSION OF
THE BARNETT EMPLOYEE STOCK OPTION PLAN
RESOLVED, that the Board of Directors hereby authorizes the creation of the
Barnett Employee Stock Option Plan (the "Plan"), and in connection therewith
hereby authorizes the issuance and sale of up to Five Million (5,000,000) shares
of Common Stock.
FURTHER RESOLVED, that the Committee (as defined in the Plan) shall have the
authority to determine the category or categories of employees eligible to
receive grants under the Plan, the type and amount of each such grant, the
date of issuance and duration of each grant, the purchase price of each grant
and such other terms, conditions and restrictions with respect to each grant
as the Committee deems advisable.
FURTHER RESOLVED, that the Committee may delegate any or all of its authority
under the Plan to such officers of the Corporation as the Committee may
designate from time to time.
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, with respect to the Plan and up to
Five Million (5,000,000) shares of Common Stock, to be issued thereunder.
FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, under the direction of the Executive Compensation and Management
Development Committee, to prepare such documents and take such steps as are
necessary or desirable to effectuate the creation of the Plan and the
registration, issuance and sale of the Common Stock, 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 this Corporation that the Plan or all or a portion of the Common Stock be
qualified or registered for sale or exchange 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
Common Stock as they deem necessary or advisable; that the Proper Officers are
hereby authorized to perform on behalf of this Corporation any and all such acts
as they may 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
<PAGE>
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 Plan or the Common Stock is to
be registered or qualified for offering, sale or exchange, 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 into 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 Five
Million (5,000,000) 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, Hinton F. Nobles, Jr.,
Charles W. Newman, Gregory M. Delaney, 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.
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 the 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
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<PAGE>
advice of counsel may deem necessary or desirable to carry into effect the
foregoing resolutions.
/s/ CATHERINE C. COSBY
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Secretary
DATED: January 13, 1997
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