<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
901 Front Avenue
Suite 301
Columbus, Georgia 31901
(Address of Principal (Zip Code)
Executive Offices)
______________________________________________________________
SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
______________________________________________________________
Kathleen Moates
Senior Vice President and Deputy General Counsel
Synovus Financial Corp.
901 Front Avenue
Suite 301
Columbus, Georgia 31901
(706) 649-4818
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Share Price
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par
value 2,000,000 $21.88<F1> $43,760,000<F1> $15,090
Common Stock
Rights 2,000,000 <F2> <F2> <F2>
<F1> Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee and represents the average of
the high and low prices of the Common Stock of Synovus Financial Corp. on the
New York Stock Exchange on June 20, 1995.
<F2> The Common Stock Rights (the "Rights") are attached to and trade with the Common
Stock of Synovus Financial Corp. The value, if any, attributable to the Rights
is reflected in the market price of the Common Stock of Synovus Financial Corp.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Employee Stock Purchase Plan described
herein.
SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 2-93472 are incorporated herein
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by Synovus
Financial Corp. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference in this Registration Statement as of
their respective dates:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
b. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of
the fiscal year covered by the Annual Report referred to in paragraph
(a) above.
c. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1994 filed pursuant to Section 13 of the Exchange Act as
an Exhibit to the Annual Report referred to in paragraph (a) above.
d. (i) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on August 21, 1989.
(ii) The description of the Common Stock Rights of the Company
appearing in the Form of Rights Agreement incorporated by
reference to Exhibit 1 of the Company's Registration Statement on
Form 8-A dated May 3, 1989, filed with the Securities and Exchange
Commission on May 3, 1989, pursuant to Section 12 of the Exchange
Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Subsection (d) of
Section 14-2-851 of the Georgia Business Corporation Code provides that a
corporation may not indemnify a director in connection a proceeding by or in
the right of the corporation in which the director was adjudged liable to
the corporation, or in connection with any other proceeding in which he was
adjusted liable on the basis that personal benefit was improperly received
by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of the
Georgia Business Corporation Code a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code or was adjudged liable as described in subsection (d) of
Section 14-2-851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise,
in the defense of any proceeding to which he was a party, or in defense of
any claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same
extent as a director. In addition, Section 14-2-857 provides that a
corporation may also indemnify an officer, employee or agent who is not a
director to the extent, consistent with public policy, that may be provided
by its articles of incorporation, bylaws, action of its board of directors
or contract.
In accordance with Article VIII of the Company's Bylaws, every person who is
or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of the Company shall be indemnified and
held harmless by the Company from and against the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefits plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by
him or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal,
administrative, investigative, formal or informal, in which he or she is, or
is threatened to be made, a named defendant or respondent: (a) because he
or she is or was a director, officer, employee, or agent of the Company; (b)
because he or she or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee
of the corporation who was employed to render professional services as a
lawyer or accountant to the corporation; regardless of whether such person
is acting in such a capacity at the time such obligation shall have been
imposed or incurred, if (i) such person acted in a manner he or she believed
in good faith to be in or not opposed to the best interest of such
corporation, and, with respect to any criminal proceeding, if such person
had no reasonable cause to believe his or her conduct was unlawful or (ii),
with respect to an employee benefit plan, such person believed in good faith
that his or her conduct was in the interests of the participants in and
beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the
final disposition of such proceeding if authorized by the Board of Directors
in the specific case, or if authorized in accordance with procedures adopted
by the Board of Directors, upon receipt of a written undertaking executed
personally by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Company, and a written affirmation of his
or her good faith belief that he or she has met the standard of conduct
required for indemnification.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may
be entitled, and the Company has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.
The Company carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of
the Company for losses and expenses it might incur to its directors and
officers for successful defense of claims alleging negligent acts, errors,
omissions or breach of duty while acting in their capacity as directors or
officers and indemnification of its directors and officers for losses and
expense upon the unsuccessful defense of such claims.
Item 8. Exhibits.
Exhibit
Number
4.1 Articles of Incorporation of the Company, as amended, incorporated
by reference to Exhibit 4(a) to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on July 23, 1990 (File No. 33-35926).
4.2 Bylaws, as amended, of the Company, incorporated by reference to
Exhibit 4(b) to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on November 3,
1994 (File No. 33-85948).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 1 of
the Company's Registration Statement on Form 8-A dated May 3,
1989, filed with the Securities and Exchange Commission on May 3,
1989, pursuant to the Section 12 of the Exchange Act.
23.1 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney contained on the signature pages of this
Registration Statement.
An opinion of counsel (Exhibit Number 5) is not being filed since
the securities being registered are not original issue securities.
Item 9. Undertakings.
(a) The Company 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, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an 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 Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Columbus, State of Georgia, on the
22nd day of June, 1995.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey
and Stephen L. Burts, Jr., and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same, with all exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney(s)-in-fact and agent(s) full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or their
substitute(s), may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ William B. Turner Date: June 22, 1995
William B. Turner,
Director and Chairman of
the Executive Committee
/s/ James H. Blanchard Date: June 22, 1995
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/ James D. Yancey Date: June 22, 1995
James D. Yancey,
Vice Chairman of the Board
/s/ Joe E. Beverly Date: June 22, 1995
Joe E. Beverly,
Vice Chairman of the Board
/s/ Stephen L. Burts, Jr. Date: June 22, 1995
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director
/s/ G. Sanders Griffith, III Date: June 22, 1995
G. Sanders Griffith, III,
Executive Vice President,
General Counsel and Secretary
/s/ Thomas J. Prescott Date: June 22, 1995
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer
/s/ Jay C. McClung Date: June 22, 1995
Jay C. McClung
Executive Vice President
Date:
Daniel P. Amos,
Director
/s/ Richard Y. Bradley Date: June 22, 1995
Richard Y. Bradley,
Director
/s/ George C. Woodruff, Jr. Date: June 22, 1995
George C. Woodruff, Jr.,
Director
/s/ Salvador Diaz-Verson, Jr. Date: June 22, 1995
Salvador Diaz-Verson, Jr.,
Director
/s/ Gardiner W. Garrard, Jr. Date: June 22, 1995
Gardiner W. Garrard, Jr.,
Director
/s/ H. Lynn Page Date: June 22, 1995
H. Lynn Page,
Director
/s/ John T. Oliver, Jr., Date: June 22, 1995
John T. Oliver, Jr.,
Director
/s/ John L. Moulton Date: June 22, 1995
John L. Moulton,
Director
/s/ V. Nathaniel Hansford Date: June 22, 1995
V. Nathaniel Hansford,
Director
/s/ Richard E. Anthony Date: June 22, 1995
Richard E. Anthony,
Director
/s/ Mason H. Lampton Date: June 22, 1995
Mason H. Lampton,
Director
/s/ Elizabeth C. Ogie Date: June 22, 1995
Elizabeth C. Ogie,
Director
Date:
C. Edward Floyd,
Director
Date:
Robert V. Royall, Jr.
Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Columbus and
State of Georgia on the 22nd day of June, 1995.
Synovus Financial Corp.
Employee Stock Purchase Plan
By:/s/ G. Sanders Griffith, III
G. Sanders Griffith, III
Executive Vice President
Synovus Financial Corp.
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4(a) to
the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange
Commission on July 23, 1990 (File No. 33-
35926)).
4.2 Bylaws, as amended, of the Company
(incorporated by reference to Exhibit 4(b) to
the Company's Registration Statement on Form
S-3 filed with the Securities and Exchange
Commission on November 3, 1994 (File No. 33-
85948)).
4.3 Form of Rights Agreement incorporated by
reference to Exhibit 1 of Company's
Registration Statement on Form 8-A dated May
3, 1989, filed with the Securities and
Exchange Commission on May 3, 1989, pursuant
to the Section 12 of the Exchange Act.
23.1 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney contained on the signature
pages of this Registration Statement.
Accountants' Consent
The Board of Directors
Synovus Financial Corp.
We consent to the use of our report incorporated herein by reference. Our
report dated January 27, 1995 refers to a change in the accounting for
income taxes in 1993 to adopt the provisions of Statement of Financial
Accounting Standards No 109, "Accounting for Income Taxes," refers to a
change in the accounting for investment securities at December 31, 1993 to
adopt the provisions of Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities,"
and also refers to a change in the accounting for postretirement benefits
other than pensions in 1993 to adopt the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions."
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 21, 1995
Exhibit 23.1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Columbus, State of Georgia, on the
22nd day of June, 1995.
SYNOVUS FINANCIAL CORP.
(Registrant)
By:/s/James H. Blanchard
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey
and Stephen L. Burts, Jr., and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same, with all exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney(s)-in-fact and agent(s) full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or their
substitute(s), may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ William B. Turner Date: June 22, 1995
William B. Turner,
Director and Chairman of
the Executive Committee
/s/ James H. Blanchard Date: June 22, 1995
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/ James D. Yancey Date: June 22, 1995
James D. Yancey,
Vice Chairman of the Board
/s/ Joe E. Beverly Date: June 22, 1995
Joe E. Beverly,
Vice Chairman of the Board
/s/ Stephen L. Burts, Jr. Date: June 22, 1995
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director
/s/ G. Sanders Griffith, III Date: June 22, 1995
G. Sanders Griffith, III,
Executive Vice President,
General Counsel and Secretary
/s/ Thomas J. Prescott Date: June 22, 1995
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer
/s/ Jay C. McClung Date: June 22, 1995
Jay C. McClung
Executive Vice President
Date:
Daniel P. Amos,
Director
/s/ Richard Y. Bradley Date: June 22, 1995
Richard Y. Bradley,
Director
/s/ George C. Woodruff, Jr. Date: June 22, 1995
George C. Woodruff, Jr.,
Director
/s/ Salvador Diaz-Verson, Jr. Date: June 22, 1995
Salvador Diaz-Verson, Jr.,
Director
/s/ Gardiner W. Garrard, Jr. Date: June 22, 1995
Gardiner W. Garrard, Jr.,
Director
/s/ H. Lynn Page Date: June 22, 1995
H. Lynn Page,
Director
/s/ John T. Oliver, Jr., Date: June 22, 1995
John T. Oliver, Jr.,
Director
/s/ John L. Moulton Date: June 22, 1995
John L. Moulton,
Director
/s/ V. Nathaniel Hansford Date: June 22, 1995
V. Nathaniel Hansford,
Director
/s/ Richard E. Anthony Date: June 22, 1995
Richard E. Anthony,
Director
/s/ Mason H. Lampton Date: June 22, 1995
Mason H. Lampton,
Director
/s/ Elizabeth C. Ogie Date: June 22, 1995
Elizabeth C. Ogie,
Director
Date:
C. Edward Floyd,
Director
Date:
Robert V. Royall, Jr.
Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Columbus and
State of Georgia on the 22nd day of June, 1995.
Synovus Financial Corp.
Employee Stock Purchase Plan
By:/s/ G. Sanders Griffith, III
G. Sanders Griffith, III
Executive Vice President
Synovus Financial Corp.
