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As filed with the Securities and Exchange Commission on April 17, 1996
Registration No. 333-.....
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
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FIRST COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0540166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS 72201
(Address, including zip code, of principal executive offices)
FIRST COMMERCIAL CORPORATION
401(k) PLAN
(Full title of the plan)
Barnett Grace, Chairman of the Board
First Commercial Corporation
400 West Capitol Avenue
Little Rock, Arkansas 72201
(Name and address of agent for service)
Copy to:
John Clayton Randolph
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
501-371-7000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maxi- Proposed Maxi- Amount of
Securities to be mum Offering mum Aggregate Registration
to be Registered Registered(1) Price Per Unit(2) Offering Price(2) Fee(2)
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Common Stock,
par value $3.00
per share . . . . 300,000 $ 30.3750 $ 9,112,500.00 $ 3,142.24
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(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the Plan.
(2) Calculated pursuant to Rule 457(c) and (h)(1) on the basis of the average
of the high and low reported sales prices on the Nasdaq National Market on
April 11, 1996
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 401(k) Plan described
herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by First Commercial Corporation (the
"Company") with the Securities and Exchange Commission (File No. 0-9676) are
incorporated by reference in this Registration Statement: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1995; (ii) the
Company's Form 8-K/A filed January 30, 1996 and Current Report on Form 8-K
dated March 13, 1996; (iii) the Company's Report on Form 10-C filed January 9,
1996; (iv) the description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed April 30, 1981 and any amendment or
report filed for the purpose of updating such description; and (v) the
Company's Registration Statement on Form 8-A for the preferred share purchase
rights as filed on January 9, 1991.
The following document filed by the First Commercial Corporation 401(k)
Plan (the "Plan") with the Securities and Exchange Commission is incorporated
by reference in this Registration Statement: the Plan's Annual Report on Form
11-K for the year ended December 31, 1994, which is filed as Exhibit 99(b) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
as amended.
In addition, all documents subsequently filed by the Company or the Plan
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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 4-27-850 of the Arkansas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Arkansas
corporations against expenses, judgments, fines and settlements in connection
with litigation. Article TWELFTH of the Company's Second Amended and Restated
Articles of Incorporation, as amended, provides for indemnification of the
directors and executive officers of the Company to the fullest extent legally
permissible under the relevant provisions of the Arkansas Business Corporation
Act. Additionally, the Company has in place directors' and officers' liability
insurance coverage.
Item 7. Exemption of Registration Claimed
Not applicable.
3
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Item 8. Exhibits
Number Description
------------ -------------------------------------------------------------
* 4.1 Company's Second Amended and Restated Articles of
Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 33-33529, as
amended).
* 4.2 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3 to Form 8-K dated September 18,
1990, in 0-9676).
* 4.3 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 4.3 to Registration Statement No.
33-39084).
* 4.4 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3(i) to Form 10-Q for the quarter
ended September 30, 1993, in O-9676).
* 4.5 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(d) to Form 10-K for the fiscal year
ended December 31, 1991 in 0-9676).
* 4.6 Rights Agreement (incorporated by reference to Exhibit 4 to
Form 8-K dated September 18, 1990, in 0-9676).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Baird, Kurtz & Dobson.
24 Powers of Attorney
- ----------
* Incorporated herein by reference as indicated.
The registrant hereby represents that it has submitted the Plan, and undertakes
to submit any amendment thereto, to the Internal Revenue Service (the "IRS") in
a timely manner and will make all changes required by the IRS in order to
qualify the Plan.
Item 9. Undertakings
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
4
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such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(c) 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 Section 15(d) of the Securities Exchange Act of 1934, and each filing
of the registrant's 401(k) Plan annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions referred to in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
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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 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.
6
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 Little Rock, State of Arkansas, on
the 17th day of April, 1996.
FIRST COMMERCIAL CORPORATION
/s/ J. Lynn Wright
------------------------------
J. Lynn Wright
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 17th day of April, 1996.
* Chairman of the Board, Chief
- ------------------------------- Executive Officer, President and
Barnett Grace Director
(Principal Executive Officer)
/s/J. Lynn Wright Chief Financial Officer
- ------------------------------- (Principal Financial and
J. Lynn Wright Accounting Officer)
* Director
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John W. Allison
* Director
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Truman Arnold
* Director
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William H. Bowen
* Director
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Peggy Clark
* Director
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Robert G. Cress
* Director
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Cecil W. Cupp, Jr.
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Director
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Frank D. Hickingbotham
Director
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Walter E. Hussman, Jr.
* Director
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Frederick E. Joyce, M.D.
* Director
- -------------------------------
Jack G. Justus
* Director
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William M. Lemley
Director
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Charles H. Murphy, Jr.
* Director
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Michael W. Murphy
* Director
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William C. Nolan, Jr.
* Director
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Sam C. Sowell
Director
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Paul D. Tilley
*By: /s/Edwin P. Henry
-------------------------
Edwin P. Henry
Attorney-in-Fact
Edwin P. Henry, by signing his name hereto, does sign this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons, filed or to be filed with the Securities and Exchange
Commission as supplemental information.
8
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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trustee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Little Rock,
State of Arkansas, on the 17th day of April, 1996.
First Commercial Trust Company, N.A.,
Trustee for
First Commercial Corporation 401(k) Plan
By: /s/ Michael A. O'Brien
------------------------------
Michael A. O'Brien
President and Chief Executive
Officer
9
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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* 4.1 Company's Second Amended and Restated Articles of
Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 33-33529, as
amended).
* 4.2 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3 to Form 8-K dated September 18,
1990, in 0-9676).
* 4.3 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 4.3 to Registration Statement No.
33-39084).
* 4.4 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3(i) to Form 10-Q for the quarter
ended September 30, 1993, in O-9676).
* 4.5 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(d) to Form 10-K for the fiscal year
ended December 31, 1991 in 0-9676).
* 4.6 Rights Agreement (incorporated by reference to Exhibit 4 to
Form 8-K dated September 18, 1990, in 0-9676).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Baird, Kurtz & Dobson.
24 Powers of Attorney
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* Incorporated herein by reference as indicated.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 401(k) Plan of First Commercial Corporation of our
report dated January 30, 1996, with respect to the consolidated financial
statements of First Commercial Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/Ernst & Young LLP
Little Rock, Arkansas
April 17, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
First Commercial Corporation
We consent to the incorporation by reference herein of our report dated January
28, 1994, relating to the consolidated statements of income, stockholders'
equity and cash flows of State First Financial Corporation and subsidiaries for
the year ended December 31, 1993, which report appears as Exhibit 99(a) in the
December 31, 1995, Annual Report on Form 10-K of First Commercial Corporation
/s/KPMG Peat Marwick LLP
Little Rock, Arkansas
April 17, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
First Commercial Corporation
Little Rock, Arkansas
We consent to the inclusion in this Registration Statement on Form S-8 of our
report dated June 9, 1995, on our audit of the financial statements of FIRST
COMMERCIAL CORPORATION 401(k) PLAN as of December 31, 1994, and 1993 and for
each of the three years then ended.
/s/Baird, Kurtz & Dobson
Little Rock, Arkansas
April 17, 1996
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Exhibit 24
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 300,000
shares of the Company's Common Stock, $3.00 par value per share, to be offered
to certain employees pursuant to the Company's 401(k) Plan, and to sign any and
all amendments (including post-effective amendments) to the 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 such attorneys-in-fact and agents, and each of them, 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 such attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Barnett Grace
---------------------------------
Barnett Grace
Director
/s/ John W. Allison
---------------------------------
John W. Allison
Director
/s/ Truman Arnold
---------------------------------
Truman Arnold
Director
/s/ William H. Bowen
---------------------------------
William H. Bowen
Director
/s/ Peggy Clark
---------------------------------
Peggy Clark
Director
/s/ Robert G. Cress
---------------------------------
Robert G. Cress
Director
/s/ Cecil W. Cupp, Jr.
---------------------------------
Cecil W. Cupp, Jr.
Director
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---------------------------------
Frank D. Hickingbotham
Director
---------------------------------
Walter E. Hussman, Jr.
Director
/s/ Frederick E. Joyce, M.D.
---------------------------------
Frederick E. Joyce, M.D.
Director
/s/ Jack G. Justus
---------------------------------
Jack G. Justus
Director
/s/ William M. Lemley
---------------------------------
William M. Lemley
Director
---------------------------------
Charles H. Murphy, Jr.
Director
/s/ Michael W. Murphy
---------------------------------
Michael W. Murphy
Director
/s/ William C. Nolan, Jr.
---------------------------------
William C. Nolan, Jr.
Director
/s/ Sam C. Sowell
---------------------------------
Sam C. Sowell
Director
---------------------------------
Paul D. Tilley
Director
Date: April 17, 1996
