As filed with the Securities and Exchange Commission on October 30, 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
COMPASS BANCSHARES, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-0593897
- ------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
15 South 20th Street
Birmingham, Alabama 35233
----------------------------------------
(Address of Principal Executive Offices)
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
(Full Title of the Plan)
Jerry W. Powell, Esquire
General Counsel and Secretary
15 South 20th Street, Birmingham, Alabama 35233
------------------------------------------------
(Name and Address of Agent for Service)
(205) 933-3645
-------------------------------------------------------------
(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
Being Being Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
===============================================================================
<S> <C> <C> <C> <C>
Common
Stock
$2.00 par
value(2) 3,100,000(3) $35.875 $111,212,500 $38,349.14
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, as
amended, the offering price is estimated solely for the
purpose of determining the registration fee and is based on
the average of the bid and asked prices of the common stock
of Compass Bancshares, Inc. on October 22, 1996.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended, this Registration Statement also
covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(3) Pursuant to Rule 416 of the Securities Act of 1933, as
amended, the number of shares of securities registered on
this Registration Statement will be increased as a result of
future stock splits, stock dividends or similar
transactions.
PART I
EXPLANATORY NOTE
----------------
Compass Bancshares, Inc. (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register 3,100,000
shares of common stock, $2.00 par value per share (the "Stock"),
to be offered or sold pursuant to the terms and conditions of the
Compass Bancshares, Inc. Employee Stock Ownership Plan (the
"Plan"), as well as an indeterminate amount of interests in the
Plan to be offered and sold pursuant to the Plan in accordance
with Rule 416(c) of the Securities Act of 1933.
A prospectus meeting the requirements of Part I of Form S-8
and containing the statement required by Item 2 of Form S-8 has
been prepared. Such prospectus is not included in this
Registration Statement but will be delivered to all participants
in the Plan pursuant to Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant and the Plan
with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference and made a part hereof:
(a) The Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1995. (File No. 0-6032);
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal year
covered by the annual report referred to in clause (a) above; and
(c) The description of the Registrant's common stock
contained in its Proxy Statement dated April 6, 1982, relating to
the Annual Meeting held on May 17, 1982, as updated by any
amendment or report filed for the purpose of updating such
description (File No. 0-6032).
Each document or report subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date hereof and prior
to the termination of the offering of the Stock shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.
Any statement contained herein, or in a document all or
a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 17 of Article V of the By-Laws of the Company
provides in part as follows:
Without limitation, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suite or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the full extent permitted
by the General Corporation Law of Delaware, upon such
determination having been made as to his good faith and conduct
as is required by said General Corporation Law. Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding to the
extent, if any, authorized by the Board of Directors in
accordance with the provisions of said General Corporation Law,
upon receipt of any undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation.
Under Section 145 of the Delaware General Corporation Law,
directors and officers of Delaware corporations are entitled to
indemnification consistent with the Corporation's Certificate of
Incorporation, By-Laws, resolutions and other proper action under
the circumstances set forth therein.
In addition, Article 8 of the Registrant's Restated
Certificate of Incorporation provides as follows:
No director shall be personally liable to the
Corporation or its stockholders for monetary damages
for any breach of fiduciary duty of such directors as a
director, except (i) for breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal
benefit. No amendment to repeal this Article 8 shall
apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or
with respect to any acts or omissions of such director
occurring prior to such amendment to repeal.
This provision is authorized by 1986 amendments to the Delaware
General Corporation Law, Section 102(b)(7).
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
or persons controlling the Corporation pursuant to the foregoing
provisions, or otherwise, the Registrant has been informed 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 by the 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
Corporation 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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or
incorporated by reference herein as part of this Registration
Statement:
Sequential
Exhibit Description
---------- -----------
4(a) Restated Certificate of Incorporation of
the Registrant dated May 17, 1982 (Filed
with the December 11, 1982 Form 10-K of
the Registrant and incorporated herein by
reference (File No. 0-6032)).
4(b) Certificate of Amendment to Restated
Certificate of Incorporation of Registrant
dated May 20, 1986 (Filed as Exhibit 4(b)
to Registration Statement on Form S-8,
Registration No. 33-39095, and
incorporated herein by reference (File No.
0-6032)).
4(c) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated May 15, 1987 (Filed as
Exhibit 3.1.2 to the Registrant's Post-
Effective Amendment No. 1 to Registration
Statement on Form S-4, Registration No. 33-
10797, and incorporated herein by
reference (File No. 0-6032)).
4(d) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated November 8, 1993 (Filed
as Exhibit 3(d) to the Registrant's
Registration Statement on Form S-4,
Registration No. 33-51919, and
incorporated herein by reference (File No.
0-6032)).
4(e) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated September 19, 1994 (Filed
as Exhibit 3.5 to the Registrant's
Registration Statement on Form S-4,
Registration No. 33-55899, and
incorporated herein by reference (File No.
0-6032)).
4(f) Bylaws of the Registrant (Amended and
Restated as of March 15, 1982) (Filed with
the December 31, 1982 10-K of the
Registrant and incorporated herein by
reference (File No. 0-6032)).
4(g) Compass Bancshares, Inc. Employee Stock
Ownership Plan (Filed as Exhibit 4(g) to
the Registrant's Registration Statement on
Form S-8, Registration No. 33-57003, and
incorporated herein by reference (File No.
0-6032)).
23 Consent of KPMG Peat Marwick.
Sequential
Exhibit Description
---------- -----------
24 Certified copies of the Resolutions of the
Registrant's Board of Directors
authorizing the filing of a Registration
Statement on Form S-8 and the signature of
same by the Officers and Directors of the
Registrant by Power of Attorney.
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, 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.
(4) That, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(5) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is sent or
given a copy of the Registrant's annual report to stockholders
for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the Registrant
shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the
employee. If the last fiscal year of the Registrant has ended
within 120 days prior to the use of the prospectus, the annual
report of the Registrant for the proceeding fiscal year may be so
delivered, but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.
(6) To transmit or cause to be transmitted to all
employees participating in the Plan who do not otherwise receive
such material as stockholders of the Registrant at the time and
in the manner such material is sent to its stockholders, copies
of all reports, proxy statements and other communications
distributed to its stockholders generally.
(7) To submit the Plan and any amendment thereto
to the Internal Revenue Service in a timely manner and to make
any changes required by the Internal Revenue Service in order to
qualify the plan under Section 401 of the Internal Revenue Code.
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 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 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
----------
The Registrant. 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
Birmingham, State of Alabama, on June 17, 1996.
COMPASS BANCSHARES, INC.
By:/s/ D. Paul Jones, Jr.
------------------------------
D. Paul Jones, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the
undersigned directors and officers of the Company, individually
as a director and/or as an officer of the Company, hereby make,
constitute and appoint Jerry W. Powell and Daniel B. Graves their
true and lawful attorney-in-fact for each of them and in each of
their names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission said registration
statements and any appropriate amendments thereto, to be
accompanied by any necessary exhibits.
The undersigned directors and officers of the Company hereby
authorize said persons or either one of them to sign said
registration statements on their behalf as attorney-in-fact and
to amend, or remedy any deficiencies with respect to, said
registration statements by appropriate amendment or amendments
and to file the same as aforesaid.
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 date indicated.
SIGNATURE TITLE Date
--------- ----- ----
/s/ D. Paul Jones, Jr. Director, June 17, 1996
- ---------------------------- Chairman and
D. Paul Jones, Jr. Chief
Executive
Officer
(Principal
Executive
Officer)
/s/ Michael A. Bean Chief June 17, 1996
- ---------------------------- Accounting
Michael A. Bean Officer
/s/ Garrett R. Hegel Chief June 17, 1996
- ---------------------------- Financial
Garrett R. Hegel Officer
Director June ___, 1996
- ----------------------------
Stanley M. Brock
/s/ Charles W. Daniel Director June 17, 1996
- ----------------------------
Charles W. Daniel
/s/ William Eugene Davenport Director June 17, 1996
- ----------------------------
William Eugene Davenport
/s/ Marshall Durbin, Jr. Director June 17, 1996
- ----------------------------
Marshall Durbin, Jr.
/s/ Tranum Fitzpatrick Director June 17, 1996
- ----------------------------
Tranum Fitzpatrick
/s/ George W. Hansberry, M.D. Director June 17, 1996
- -----------------------------
George W. Hansberry, M.D.
/s/ John S. Stein Director June 17, 1996
- ----------------------------
John S. Stein
/s/ Robert J. Wright Director June 17, 1996
- ----------------------------
Robert J. Wright
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Registrant, as the administrator of the Plan,
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Birmingham, State of Alabama, on June 17, 1996.
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By: COMPASS BANCSHARES, INC.
Its: Sponsor and Administrator
By:/s/ D. Paul Jones, Jr.
------------------------------------
D. Paul Jones, Jr.
Its: Chairman and Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Description Page
------- ----------- ----
4(a) Restated Certificate of
Incorporation of the
Registrant dated May 17,
1982 (Filed with the
December 11, 1982 Form 10-K
of the Registrant and
incorporated herein by
reference (File No. 0-
6032)).
4(b) Certificate of Amendment to
Restated Certificate of
Incorporation of Registrant
dated May 20, 1986 (Filed
as Exhibit 4(b) to
Registration Statement on
Form S-8, Registration No.
33-39095, and incorporated
herein by reference (File
No. 0-6032)).
4(c) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated May 15,
1987 (Filed as Exhibit
3.1.2 to the Registrant's
Post-Effective Amendment
No. 1 to Registration
Statement on Form S-4,
Registration No. 33-10797,
and incorporated herein by
reference (File No. 0-
6032)).
4(d) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated November
8, 1993 (Filed as Exhibit
3(d) to the Registrant's
Registration Statement on
Form S-4, Registration No.
33-51919, and incorporated
herein by reference (File
No. 0-6032)).
4(e) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated September
19, 1994 (Filed as Exhibit
3.5 to the Registrant's
Registration Statement on
Form S-4, Registration No.
33-55899, and incorporated
herein by reference (File
No. 0-6032)).
4(f) Bylaws of the Registrant
(Amended and Restated as of
March 15, 1982) (Filed with
the December 31, 1982 10-K
of the Registrant and
incorporated herein by
reference (File No. 0-
6032)).
4(g) Compass Bancshares, Inc.
Employee Stock Ownership
Plan (Filed as Exhibit 4(g)
to the Registrant's
Registration Statement on
Form S-8, Registration No.
33-57003, and incorporated
herein by reference (File
No. 0-6032)).
<PAGE>
Sequential
Exhibit Description Page
---------- ----------- ----
23 Consent of KPMG Peat Marwick.
24 Certified copies of the
Resolutions of the
Registrant's Board of
Directors authorizing the
filing of a Registration
Statement on Form S-8 and
the signature of same by
the Officers and Directors
of the Registrant by Power
of Attorney.
EXHIBIT 23
Consent of KPMG Peat Marwick
<PAGE>
Accountants' Consent
--------------------
The Board of Directors
Compass Bancshares, Inc.
We consent to the use of our report incorporated herein by reference.
Our report refers to changes in the method of accounting for income
taxes and in the method of accounting for certain investments in debt
and equity securities.
/s/ KPMG Peat Marwick LLP
Birmingham, Alabama
October 30, 1996
EXHIBIT 24
Certified copies of the Resolutions
of the Registrant's Board of Directors
authorizing the filing of this Registration Statement
and the signature of same by
the Officers and Directors of the Registrant by Power of Attorney.
<PAGE>
COMPASS BANCSHARES, INC.
CERTIFIED COPY OF PREAMBLES AND RESOLUTIONS
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
I, the undersigned, hereby certify that the following is a
true and correct copy of preambles and resolutions duly adopted
at a meeting of the Executive Committee of the Board of Directors
of Compass Bancshares, Inc. (the "Corporation") on the 19th day
of February, 1996, a majority of the members of the Executive
Committee of the Board of Directors being present and
constituting a quorum for the transaction of business:
WHEREAS, the Corporation heretofore established
the Compass Bancshares, Inc. Employee Stock Ownership
Plan (the "Plan") for the benefit of its employees and
the employees of its affiliates;
WHEREAS, the Executive Committee of the Board of
Directors has determined that it is in the best
interests of the Corporation and for the purposes of
carrying out the objects of its charter to issue an
additional 3,100,000 shares of common stock under the
Plan, in such form and with such terms as may be deemed
desirable and in the best interests of the Corporation
by the officers;
NOW, THEREFORE, BE IT RESOLVED that the proper
officers of the Corporation be and hereby are
authorized to file such applications, declarations and
statements with the Securities and Exchange Commission
as they deem necessary and as counsel may advise with
respect to the issuance of an additional 3,100,000
shares of common stock of the Corporation under and in
accordance with the terms of the Plan, such authority
to include the filing of a registration statement on
Form S-8, together with all necessary or appropriate
amendments thereto; and
RESOLVED, FURTHER, that for the purpose of signing
and filing with Securities and Exchange Commission a
registration statement under the Securities Act of 1933
with respect to the issuance and sale of such common
stock of this Corporation, and of amending such
Registration Statement or remedying any deficiencies
with respect thereto by appropriate amendment or
amendments, the members of the Corporation's Board of
Directors and its officers are authorized to give their
several powers of attorney to Jerry W. Powell and
Daniel B. Graves in substantially the form of power of
attorney presented to this meeting.
Dated as of the 9th day of August, 1996.
COMPASS BANCSHARES, INC.
By:/s/ Daniel B. Graves
-----------------------
Daniel B. Graves
Its Assistant Secretary
