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As filed with the Securities and Exchange Commission on September 10, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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STATE OF FRANKLIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1607709
(State of Incorporation) (I.R.S. Employer
Identification No.)
1907 N. Roan Street
Johnson City, Tennessee 37604
(Address of principal executive offices)
STATE OF FRANKLIN SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
(Full Title of the Plan)
Charles E. Allen, Jr.
1907 N. Roan Street
Johnson City, Tennessee 37604
(901) 285-4410
(Name, address and telephone number of agent for service)
(with copies to:)
LINDA M. CROUCH
Baker, Donelson, Bearman & Caldwell
P.O. Box 3038
207 Mockingbird Lane
Johnson City, Tennessee 37604
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 63,636
$1.00 par value $11.00 $699,996 $207
An Indeterminate
Plan Interests related to Amount of Plan
the Employee Stock Interests*
Ownership Plan N/A N/A
=================================================================================================================================
</TABLE>
(1) The amount of the registration fee is computed in accordance with Rule
457(h).
* Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of plan interests to be offered or sold
pursuant to the Employee Stock Ownership Plan described herein.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Form 10-SB of State of Franklin Savings Bank (predecessor of the Company)
effective June 30, 1998 filed with the Federal Deposit Insurance Corporation
pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "1934
Act").
2. The Registrant's Current Report on Form 8-K filed July 23, 1998.
3. The Registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1998.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The total amount of authorized capital stock of the Company consists of
10.0 million shares of Common Stock, $1.00 par value per share. The following
summary of certain provisions of the Company's capital stock describes certain
material provisions of, but does not purport to be complete and is subject to
and qualified in its entirety by, the Charter and the Bylaws of the Company and
by the provisions of applicable law.
The issued and outstanding shares of Common Stock are validly issued,
fully paid and nonassessable. The holders of outstanding shares of Common Stock
are entitled to receive dividends out of assets legally available therefor at
such times and in such amounts as the Board of Directors may from time to time
determine. The shares of Common Stock are not redeemable or convertible, and the
holders thereof have no preemptive or subscription rights to purchase any
securities of the Company. Upon liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive pro rata the assets
of the Company which are legally available for distribution after payment of all
debts and other liabilities. Each outstanding share of Common Stock is entitled
to one vote on all matters submitted to a vote of shareholders, except with
respect to the election of directors, for which there is cumulative voting.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act (the "Act") provides financial
protection by the corporation for its directors, officers and employees against
liabilities and expenses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) incurred by them in
proceedings arising out of their position with the corporation.
Under the Act's permissive indemnification provisions, a corporation
has the authority to indemnify a director against liability incurred in a
proceeding if the director conducted himself in good faith and in a manner he
reasonably believed to be in the corporation's best interests. In the case of
criminal proceedings, the director must have no reasonable cause to believe his
conduct was unlawful. Permissive indemnification is allowed even if the director
is not wholly successful in the proceeding. Indemnification is, however,
prohibited in derivative actions in which the director is adjudged liable and in
situations in which the director is found liable on the basis that a personal
benefit was improperly received by him. The Act also provides that unless
limited by its charter, a corporation must
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indemnify a director who is a wholly successful on the merits or otherwise in
the defense of a proceeding against reasonable expenses incurred in connection
with the proceeding. In addition to providing indemnification for liabilities
for which the director is held liable, the Act also provides that a corporation
may advance expenses incurred by a director if the director can furnish a
written statement of his good faith belief that he acted in an appropriate
manner and undertakes to repay the amount advanced if it is ultimately
determined that he was not entitled to indemnification.
The Act contains provisions extending indemnification to officers,
employees and agents of the corporation. The Act states that a corporation may
also indemnify and advance expenses to an officer, employee or agent who is not
a director to the extent consistent with public policy, that may be provided by
its charter, bylaws, general or specific action of its board of directors or
contract.
The Company's Charter and Bylaws provide for indemnification of
directors, officers, employees and agents to the fullest extent allowed for by
Tennessee law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
ITEM 8. EXHIBITS
Exhibit Number Description
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
23.1 Consent of Baylor and Backus
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such posteffective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy
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as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirement 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Johnson City, State of Tennessee, on September 9,
1998.
STATE OF FRANKLIN BANCSHARES, INC.
By: /s/ Charles E. Allen, Jr.
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Charles E. Allen, Jr.
Chairman and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles E. Allen, Jr., his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles E. Allen, Jr. Chairman of the Board and Chief September 9, 1998
- ------------------------------ Financial Officer and Director
Charles E. Allen, Jr.
/s/ Randal R. Greene President and Chief Executive September 9, 1998
- ------------------------------ Officer and Director
Randal R. Greene
/s/ Charles E. Alen, Sr. Director September 9, 1998
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Charles E. Allen, Sr.
/s/ Vance W. Cheek Director September 9, 1998
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Vance W. Cheek
/s/ Kenneth E. Cutshall Director September 9, 1998
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Kenneth E. Cutshall, M.D.
/s/ Stephen Gross Director September 9, 1998
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Stephen Gross
</TABLE>
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<TABLE>
<S> <C> <C>
Director September _, 1998
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Donald R. Jeanes
/s/ Verrill M. Norwood, Jr. Director September 9, 1998
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Verrill M. Norwood, Jr.
/s/ Cameron E. Perry Director September 9, 1998
- ------------------------------
Cameron Perry
/s/ Richard S. Venable Director September 9, 1998
- ------------------------------
Richard S. Venable
Director September _, 1998
- ------------------------------
Henry J. Williams, M.D.
</TABLE>
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EXHIBIT 5
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
A copy of the opinion letter and consent of counsel (Exhibit 24.1)
follows. In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA and Section 401 of the Internal Revenue Code, the Company
undertakes that it has submitted or will submit the plan and any amendments
thereto to the Internal Revenue Service in a timely manner and has made or will
make all changes required by the Internal Revenue Service in order to qualify
the plan.
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September 9, 1998
State of Franklin Bancshares, Inc.
1907 N. Roan Street
Johnson City, Tennessee 37604
RE: Employee Stock Ownership Plan
Gentlemen:
We have acted as securities counsel for State of Franklin Bancshares,
Inc., a Tennessee corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended, relating to the Company's Employee Stock
Ownership Plan (the "Plan"). This opinion is being furnished in response to Item
601 of Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee.
2. The Plan has been duly and validly authorized and adopted, and the
Plan confers legal interests upon employees participating in the Plan to the
extent and upon the terms and conditions described therein.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to us in the Prospectus that is a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN &
CALDWELL, a Professional Corporation
By: Linda M. Crouch
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EXHIBIT 23.1
CONSENT OF BAYLOR AND BACKUS
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Ownership Plan of our report dated
March 9, 1998.
BAYLOR AND BACKUS
Johnson City, Tennessee
September 9, 1998
