<PAGE>
THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.
As filed with the Securities and Exchange Commission on June 28, 1995
Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-6118148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2ND FLOOR, 79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------
SCOTT C. ULBRICH
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
2ND FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies To:
A. ROBERT THORUP
RAY, QUINNEY & NEBEKER
7TH FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 532-1500
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to be registered Proposed Maximum Proposed Maximum Amount of
securities to be registered offering price per share aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.25 500,000 shares(2) $29.00(1) $14,500,000 $4,999.60
par value)
Common Stock Rights(3) 500,000 rights None None None
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Determined according to Rule 457(c) on June 22, 1995.
(2) Plus, in accordance with Rule 416(a), such indeterminate number of
shares as may become subject to options under the First Security Non-
Employee Director Stock Option Plan (the "Plan") as a result of the
adjustment provisions therein. In addition, pursuant to rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of options to be granted pursuant to the Plan.
(3) Each share of Common Stock registered hereby includes one Right to
purchase additional securities of the Company, which Right will not be
evidenced separately from the Common Stock prior to the occurrence of
certain events. These Rights will be triggered by a future acquisition of
a certain percentage of the Company's outstanding Common Stock by a
stockholder or group of stockholders.
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
THIS REGISTRATION STATEMENT CONSISTS OF _____ CONSECUTIVELY NUMBERED PAGES.
THE EXHIBIT INDEX IS ON CONSECUTIVELY NUMBERED PAGE.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
********
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
********
******** INFORMATION REQUIRED BY PART I TO BE CONTAINED IN THE SECTION
10(A) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN
ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF 1933 AND THE
NOTE TO PART I OF FORM S-8.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration Statement:
(1) Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1994;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995; and
(3) Registrant's Proxy Statement dated March 15, 1995.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an opinion
to the effect that the shares of Registrant's common stock covered by the
Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance. Alonzo W. Watson, who is Secretary of the
Company, and Brad D. Hardy, who is Assistant Secretary of the Company, are
members of the firm of Ray, Quinney & Nebeker. A daughter of the Chairman and
Chief Executive Officer of the Company is an associate attorney at Ray Quinney &
Nebeker. At March 31, 1995, attorneys at Ray Quinney & Nebeker, together with
their immediate families, beneficially owned less than 5% of the outstanding
shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's Articles of Incorporation require the Registrant to indemnify
and hold harmless its Directors and officers to the extent that indemnifiable
expenses or losses were not caused by the willful, bad faith or grossly
negligent conduct of the officer or director. Registrant maintained a policy of
director's and officer's liability insurance to fund this obligation.
-3-
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following Exhibits are filed as a part of this Registration Statement:
4. The First Security Corporation Non-Employee Director Stock Option
Plan.
5. Opinion of Ray Quinney & Nebeker, Professional Corporation.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ray Quinney & Nebeker (included in Exhibit 5).
ITEM 9. UNDERTAKINGS
(A) 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;
-4-
<PAGE>
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this 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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED HOWEVER, that paragraphs (i) and (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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this 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 remains unsold at the
termination of the offering.
(B) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C) (1) Registrant hereby undertakes to deliver or cause to be delivered
with the Prospectus to each employee to whom the Prospectus is sent or
given a copy of 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 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
Registrant has ended within 120 days prior to the use of the
Prospectus, the annual report of Registrant for the preceding 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.
-5-
<PAGE>
(2) Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not
otherwise receive such material as stockholders of 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.
[This space left blank intentionally.]
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First Security
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah,
on the 28th day of June, 1995.
FIRST SECURITY CORPORATION
By: /s/ Morgan J. Evans
-------------------
Morgan J. Evans
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution, for him and
in his name, place and stead, in any and all capacities, to sign and to file any
and all amendments, including pre- and/or post-effective amendments to this
Registration Statement, with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Spencer F. Eccles Chairman and Chief
- ------------------------- Executive Officer, Director June 28, 1995
Spencer F. Eccles
/s/ Morgan J. Evans President and Chief
- ------------------------- Operating Officer, Director June 28, 1995
Morgan J. Evans
-7-
<PAGE>
/s/ Scott C. Ulbrich
- -------------------------
Scott C. Ulbrich Executive Vice President and June 28, 1995
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ James C. Beardall
- -------------------------
James C. Beardall Director June 28, 1995
/s/ Rodney H. Brady
- -------------------------
Rodney H. Brady Director June 28, 1995
/s/ James E. Bruce
- -------------------------
James E. Bruce Director June 28, 1995
/s/ Thomas D. Dee
- -------------------------
Thomas D. Dee II Director June 28, 1995
/s/ Dr. David P. Gardner
- -------------------------
Dr. David P. Gardner Director June 28, 1995
/s/ Kendall D. Garff
- -------------------------
Kendall D. Garff Director June 28, 1995
/s/ U. Edwin Garrison
- -------------------------
U. Edwin Garrison Director June 28, 1995
/s/ David B. Haight
- -------------------------
David B. Haight Director June 28, 1995
/s/ Jay Dee Harris
- -------------------------
Jay Dee Harris Director June 28, 1995
-8-
<PAGE>
/s/ Robert T. Heiner
- -------------------------
Robert T. Heiner Director June 28, 1995
/s/ Karen H. Huntsman
- -------------------------
Karen H. Huntsman Director June 28, 1995
- -------------------------
G. Frank Joklik Director June 28, 1995
- -------------------------
B. Z. Kastler Director June 28, 1995
/s/ Joseph G. Maloof
- -------------------------
Joseph G. Maloof Director June 28, 1995
/s/ Scott S. Parker
- -------------------------
Scott S. Parker Director June 28, 1995
/s/ Dr. Arthur K. Smith
- -------------------------
Dr. Arthur K. Smith Director June 28, 1995
/s/ James L. Sorenson
- -------------------------
James L. Sorenson Director June 28, 1995
/s/ Harold J. Steele
- -------------------------
Harold J. Steele Director June 28, 1995
-9-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT LOCATION
- -------------- ---------------------- --------
4 The First Security Corporation 1995 Non-
Employee Director Stock Option Plan
5. Opinion of Ray Quinney & Nebeker, Professional
Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ray Quinney & Nebeker.
Included in
Exhibit 5.
-10-
<PAGE>
EXHIBIT 4
FIRST SECURITY CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The continued growth and success of FIRST SECURITY
CORPORATION (the "Corporation") are dependent upon the efforts of members of the
Corporation's Board of Directors (the "Board of Directors"). Those active (not
Honorary) members of the Corporation's Board of Directors who are not employees
of the Corporation or any of its subsidiaries ("Non-Employee Directors") are not
eligible to participate in the stock option and other stock incentive plans
maintained for employees of the Corporation. The purpose of this 1995 Non-
Employee Director Stock Option Plan (the "Plan") is to provide an incentive to
Non-Employee Directors to remain as members of the Board of Directors and also
to afford them the opportunity to acquire, or increase, stock ownership in the
Corporation in order that they may better share the viewpoint of the
shareholders and have a direct proprietary interest in the Corporation's
success.
2. STOCK. The shares of stock that will be subject to Options granted
under the Plan shall be shares of the Corporation's authorized but unissued, or
reacquired, $1.25 par value common stock ("Common Stock"). The total number of
shares of Common Stock with respect to which Options will be granted shall not
exceed, in the aggregate, 500,000, PROVIDED that such aggregate number of shares
shall be subject to adjustment in accordance with the provisions of Paragraph
6(g).
In the event that any outstanding Option under the Plan shall be canceled
or terminated, or expire prior to the termination of this Plan, the shares of
Common Stock allocable to the unexercised portion of such Option may be made the
subject of additional Options to be granted under the Plan.
3. ADMINISTRATION. The Plan shall be administered by the Executive
Committee of the Board of Directors, which shall have full power and authority,
subject to the provisions of the Plan, to adopt, amend, and rescind rules and
regulations for carrying out the Plan. The interpretation and decision of the
Executive Committee with regard to any question arising under the Plan shall be
final and conclusive. No member of the
-11-
<PAGE>
Executive Committee shall be liable for any action taken or determination made
in good faith with respect to the Plan or to any Options granted pursuant to the
Plan.
4. ELIGIBILITY. The persons eligible to receive Options under the Plan
are the Non-Employee Directors of the Corporation, as they may be elected and
serving from time to time.
5. GRANT OF OPTIONS.
(a) NON-QUALIFIED OPTIONS. Options granted under the Plan are not
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code and will be Non-Qualified Stock Options
(b) INITIAL GRANTS TO EXISTING AND TO NEWLY ELECTED NON-EMPLOYEE
DIRECTORS. Each person who is elected as a Non-Employee Director at the Annual
Shareholders Meeting in April, 1995 automatically shall be granted, as of May 1,
1995, an Option to purchase 3000 shares of Common Stock, subject to the terms
and conditions described in paragraph 6. On the May 1 which follows the date as
of which a new Non-Employee Director is first elected to the Board of Directors,
such new Non-Employee Director automatically shall be granted an Option to
purchase that number of shares of Common Stock which corresponds to the
remaining vesting amounts for the pending three (3) year Option vesting period
for the pre-existing Non-Employee Directors, subject to the terms and conditions
described in paragraph 6. The application of the Plan to newly elected Non-
Employee Directors is further detailed in subsection (d) of this paragraph 5.
(c) SUBSEQUENT GRANTS. Each Non-Employee Director who has been
granted an Option under paragraph 5(b) who remains as a Non-Employee Director
through the vesting period of his prior Option automatically shall be granted,
as of the next May 1, an Option to purchase an additional 3000 shares of Common
Stock, subject to the vesting requirements of subsection (d) of this paragraph 5
and to the terms and condition described in paragraph 6.
(d) VESTING. Except as provided for new Non-Employee Directors
elected within the three (3) year vesting period of a previously granted Option,
each Option granted shall vest 33 1/3% (1000 shares) per year over a vesting
term of three (3) years from the date of grant, such vesting to become effective
at 5:00 PM Mountain Time on each relevant April 30; PROVIDED that persons who
are first elected as a Non-Employee Director after the beginning of a three (3)
year vesting period for the other pre-existing
-12-
<PAGE>
Non-Employee Directors triggered by an automatic Option grant under subsection
(b) or (c) of this paragraph 5 shall receive an Option for fewer shares and with
a shortened vesting schedule to coincide with the operation of the then pending
three (3) year vesting period applicable to the pre-existing Non-Employee
Directors as provided in subsection (b) of this paragraph 5. FOR EXAMPLE,
ASSUME THAT A FULL OPTION FOR 3000 SHARES WAS GRANTED TO THE EXISTING NON-
EMPLOYEE DIRECTORS ON MAY 1 OF YEAR 1, AND THAT A NEW NON-EMPLOYEE DIRECTOR IS
ELECTED TWO MONTHS LATER IN YEAR 1. THE NEW NON-EMPLOYEE DIRECTOR AUTOMATICALLY
WILL BE GRANTED AN OPTION FOR 2000 SHARES (3000 SHARES LESS 33 1/3%) AS OF MAY 1
IN YEAR 2, WHICH WILL VEST 50% ON APRIL 30 OF YEAR 3 (1000 SHARES) AND YEAR 4
(1000 SHARES). FOR ANOTHER EXAMPLE, ASSUME THAT AN OPTION FOR 3000 SHARES WAS
GRANTED TO THE EXISTING NON-EMPLOYEE DIRECTORS AS OF MAY 1 OF YEAR 1, AND THAT A
NEW NON-EMPLOYEE DIRECTOR IS ELECTED AS OF JULY 1 OF YEAR 2. THE NEW NON-
EMPLOYEE DIRECTOR AUTOMATICALLY WILL BE GRANTED AN OPTION FOR 1000 SHARES (3000
SHARES LESS 66 2/3%) ON MAY 1 IN YEAR 3, WHICH OPTION WILL VEST 100% ON APRIL 30
IN YEAR 4.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) "FAIR MARKET VALUE". The Fair Market Value of a share of Common
Stock for all purposes under this Plan shall be the closing sale price per share
of Common Stock as quoted on the NASDAQ National Market System on the last
business day before the date of significance under the Plan; or, if no sale of
Common Stock shall have been made on NASDAQ on that date, on the next preceding
business day on which there was a sale of Common Stock reported on NASDAQ.
(b) PAYMENT. Upon exercise of an Option, in whole or in part, the
Option Price for shares to which the exercise relates may be paid, at the
election of the Optionee, either in cash or by delivering to the Corporation
already-owned shares of Common Stock having a Fair Market Value, in the
aggregate, equal to the Option Price, or any combination of cash and Common
Stock having a combined aggregate value equal to the Option Price. Shares of
Common Stock may not be used in payment or partial payment unless an Option is
being exercised for at least 1000 shares. Payment in shares of Common Stock
shall be made by delivering to the Corporation certificates, duly endorsed for
transfer, representing shares of Common Stock having an aggregate Fair Market
Value on the date of exercise equal to that portion of the Option Price which is
to be paid in Common Stock. Whenever payment of the Option Price in already
owned shares of Common Stock would require delivery of a fractional share, the
Optionee shall deliver the next lower whole number of shares of Common Stock and
a cash payment shall be made by the Optionee for the balance of the Option
Price.
-13-
<PAGE>
(c) OPTION PRICE. The Option Price for each Option shall be One
Hundred (100) percent of Fair Market Value determined under subparagraph 6(a)
with the date of grant being the date of significance.
(c) TERM OF OPTION. Each Option shall expire ten years from the date
the Option is granted, unless the Option is terminated earlier in accordance
with the Plan.
(d) EXERCISING OPTIONS. Unless an Option is terminated or the time
of its exercisability is accelerated in accordance with the Plan, each Option
may be exercised in whole or in part, and from time to time, to purchase shares
of Common Stock, in accordance with the vesting provided in subsection (d) of
paragraph 5:
(e) ACCELERATION OF EXERCISABILITY. Notwithstanding the vesting
provisions of subsection (d) of paragraph 5, an Option shall become immediately
and fully vested and exercisable to full extent of all shares covered by the
Option:
(i) In the event of the death of the Optionee Non-Employee Director;
or
(ii) Upon the occurrence of the later to occur of (a) a "Change in
Control" (as defined below) of the Corporation, and (b) six (6) months from
the date of grant.
For purposes of the Plan, a Change of Control shall be deemed to occur if
(x) any person or group, together with its affiliates and associates (other than
the Corporation or any of its subsidiaries or employee benefit plans), acquires
direct or indirect beneficial ownership of 20 percent or more of the then
outstanding shares of Common Stock or commences a tender or exchange offer for
30 percent or more of the then outstanding shares of Common Stock, or (y) the
Corporation is to be liquidated or dissolved. The terms "group," "affiliates,"
"associates" and "beneficial ownership" shall have the meanings ascribed to them
in the rules and regulations promulgated under the Exchange Act.
(f) CONTINUATION AS A DIRECTOR. In the event that an Optionee Non-
Employee Director ceases to be a member of the Board of Directors:
(i) By reason of death; or
(ii) For any other reason,
the Non-Employee Director's Option shall remain exercisable in accordance with
its terms, and may be exercised by the person to whom it was issued or by the
personal
-14-
<PAGE>
representative or estate of such person.
(g) RECAPITALIZATION. In the event of any change in capitalization
which affects the Common Stock, whether by stock dividend, stock distribution,
stock split, subdivision or combination of shares, merger or consolidation or
otherwise, such proportionate adjustments, if any, as the Board of Directors in
its good faith discretion deems appropriate to reflect such change shall be made
with respect to the total number of shares of Common Stock in respect of which
Options may be granted under the Plan, the number of shares covered by each
outstanding Option, and the exercise price per share under each such Option;
however, any fractional shares resulting from any such adjustment shall be
eliminated.
A dissolution of the Corporation, or a merger or consolidation in which the
Corporation is not the resulting or surviving corporation (or in which the
Corporation is the resulting or surviving corporation but becomes a subsidiary
of another corporation), shall cause every Option outstanding hereunder to
terminate concurrently with consummation of any such dissolution, merger or
consolidation, except that the resulting or surviving corporation (or, in the
event the Corporation is the resulting or surviving corporation but has become a
subsidiary of another corporation, such other corporation) may, in its absolute
and uncontrolled discretion, tender an Option or Options to purchase its shares
on terms and conditions, both as to number of shares and otherwise, which will
substantially preserve the rights and benefits of any Option then outstanding
hereunder.
In the event of a change in the Corporation's presently authorized
Common Stock which is limited to a change of all its presently authorized shares
with par value into the same number of shares with a different par value or into
the same number of shares without par value, the shares resulting from any such
change shall be deemed to be Common Stock within the meaning of this Plan.
(h) TRANSFERABILITY. Once fully vested, an Option shall be
assignable or transferable to the full extent permitted by then applicable
securities and tax laws. In each such case, any request for transfer of an
Option during the life of an Optionee Non-Employee Director must be approved by
legal counsel to the Corporation.
(i) RIGHTS AS A STOCKHOLDER. An Optionee Non-Employee Director shall
have no rights as a stockholder with respect to shares covered by any Option
until the date of the issuance or transfer of the shares covered by the Option
and only after such shares are fully paid. Except as provided in subsection (g)
of paragraph 6, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance or transfer.
-15-
<PAGE>
(j) PROVISION FOR TAXES. It shall be a condition to the
Corporation's obligation to issue or reissue shares of Common Stock upon
exercise of any Option that the Optionee pay, or make provision satisfactory to
the Corporation for payment of, any federal and state income and other taxes
which the Corporation is obligated to withhold or collect with respect to the
issue or reissue of such shares.
(k) OPTION AGREEMENT. Each Option shall be evidenced by an Option
agreement substantially in the form attached to the Plan as Appendix A.
7. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective as
of February 1, 1995, and Options shall be granted pursuant to the Plan from time
to time beginning on May 1, 1995. The Plan shall continue in effect until
Options have been granted covering all available shares of Common Stock as
specified in paragraph 2 or until the Plan is terminated by the Board of
directors, whichever is earlier, except as provided below.
The Plan shall be subject to approval by the affirmative vote of the
holders of at least a majority of the shares of Common Stock of the Corporation
present, or represented by proxy, and entitled to vote at a meeting (as required
by Rule 16b-3 of the Securities and Exchange Commission, and to be duly held in
accordance with the applicable laws of the State of Delaware) for which proxies
are solicited substantially in accordance with rules and regulations, if any, as
are then in effect under Section 14(a) of the Securities Exchange Act, which
approval must occur within twelve months after said date of adoption of the Plan
by the Board of Directors. Options granted pursuant to the Plan prior to such
approval shall be subject to such approval.
8. AMENDMENT OR TERMINATION. The Board of Directors may alter, amend,
suspend or terminate the Plan at any time. However, the Plan shall not be
amended more often than once every six months other than amendments to comport
with changes in income tax laws or the requirements of Rule 16b-3 under the
Exchange Act. Amendments to the Plan shall be subject to stockholder approval
to the extent required to comply with Rule 16b-3 of the Securities and Exchange
Commission, or any successor rule, and as otherwise required by any exchange or
national market system on which the Corporation's shares are traded. Expiration
or termination of the Plan shall not affect outstanding Options except as
provided in paragraph 7. The Board of Directors may also modify the terms and
conditions of any outstanding Option, subject to the consent of the Optionee and
consistent with the provisions of the Plan.
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<PAGE>
9. APPLICATION OF PROCEEDS. The proceeds received by the Corporation
from the sale of Common Stock pursuant to Options shall be available for general
corporate purposes.
10. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise the same, in whole or in
part.
11. RESTRICTIONS ON EXERCISE. Any provision of the Plan to the contrary
notwithstanding, no Option granted pursuant to the Plan shall be exercisable at
any time, in whole or in part, (i) prior to the shares of Common Stock subject
to the Option being qualified under rules of the NASDAQ National Market System
or of any exchange on which shares of the Corporation's common stock are traded,
or (ii) if issuance and delivery of the shares of Common Stock subject to the
Option would be in violation of any applicable laws or regulations.
As evidence that the Board of Directors and the Stockholders of FIRST
SECURITY CORPORATION have duly authorized and approved the foregoing Plan, I
have set my hand as of the 26TH day of April, 1995.
/s/ Spencer F. Eccles
---------------------
Spencer F. Eccles
Chairman of the Board of Directors and Chief Executive Officer
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<PAGE>
EXHIBIT 5
June 28, 1995
Scott C. Ulbrich,
Executive Vice President and Chief Financial Officer
First Security Corporation
2nd Floor
79 South Main Street
Salt Lake City, Utah 84111
Re: REGISTRATION AND ISSUANCE OF 500,000 SHARES OF FIRST SECURITY
CORPORATION COMMON STOCK TO PARTICIPANTS IN THE FIRST SECURITY
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
Dear Mr. Ulbrich:
This Firm has acted as counsel to First Security Corporation, a
Delaware corporation ("the Company), in connection with its registration of
500,000 shares of its common stock, par value $1.25 ("the Shares") for use in
the First Security Corporation Non-Executive Director Stock Option Plan, a copy
of which is filed as an exhibit to the Company's Registration Statement on Form
S-8 as filed with the Securities and Exchange Commission on June 28, 1995.
In connection with this representation, we have examined the
originals, or copies identified to our satisfaction, of such minutes,
agreements, corporate records and filings and other documents necessary to our
opinion contained in this letter. We have also relied as to certain matters of
fact upon representations made to us by officers and agents of the Company.
Based upon and in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of Delaware; and has full
corporate power and authority to own its properties and conduct its business as
described in the Prospectus referred to above.
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<PAGE>
Mr. Scott C. Ulbrich
June 28, 1995
Page 2
2. When issued and distributed under the terms of the Plan, the Shares will be
duly and validly issued and will be fully paid and nonassessable.
3. The shareholders of the Company have no pre-emptive rights to acquire
additional shares of First Security Corporation Common Stock in respect of the
Shares.
We hereby consent to the use of our name in the Prospectus and therein
being disclosed as counsel to the Company in this matter.
Very truly yours,
RAY, QUINNEY & NEBEKER
/s/ A. Robert Thorup
--------------------
A. Robert Thorup
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<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Security Corporation on Form S-8 of our report dated February 17, 1995,
appearing in the Annual report on Form 10-K of First Security Corporation for
the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
June 21, 1995
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