As filed with the Securities and Exchange Commission on June 26, 1997
Registration No. 333-
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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 charter)
Arkansas 71-0540166
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 West Capitol Avenue
Little Rock, Arkansas 72201
(Address of principal executive offices) (Zip Code)
First Commercial Corporation
1997 Incentive Stock Plan
Barnett Grace, Chairman of the Board
First Commercial Corporation
400 West Capitol Avenue
Little Rock, Arkansas 72201
501-371-7000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
John Clayton Randolph
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
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<PAGE>
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 1,200,000 $41.625 $49,950,000 $15,136.36
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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 June 19, 1997.
--------------------------
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by First Commercial
Corporation (the "Company") with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the
year ended December 31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997;
(iii) 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
(iv) The description of the Company s preferred share
purchase rights contained in the Registration
Statement on Form 8-A filed January 9, 1991.
In addition, all documents subsequently filed by the
Company 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.
Paul B. Benham III, a partner of Friday, Eldredge &
Clark, which firm will pass upon the validity of the
shares offered hereby, beneficially owns, individually and
through various retirement plans, 1,945 shares of First
Commercial Common Stock.
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
<PAGE>
amended, provides for indemnification of the directors and
executive officers of the Company to the fullest extent
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 from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
4.1 Company's Second Amended and Restated
Articles of Incorporation, as amended
(incorporated by reference to Exhibit
3(i) to Form 10-Q for the quarterly
period ended June 30, 1996.
4.2 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).
4.3 Rights Agreement (incorporated by
reference to Exhibit 4 to Current
Report on Form 8-K dated September 18,
1990, in 0-9676).
5 Opinion and Consent of Friday,
Eldredge & Clark.
23.1 Consent of Friday, Eldredge & Clark
(included in Exhibit 5 to this
Registration Statement).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
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
such post-effective amendment is contained in a
<PAGE>
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 this registration statement or any
material change to such information 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 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 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
<PAGE>
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
5. 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 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.
<PAGE>
SIGNATURES
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
Little Rock, State of Arkansas, on the 26th day of June,
1997.
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 26th
day of June, 1997.
* Chairman of the Board, Chief
----------------- Executive Officer, President
Barnett Grace and 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
Peggy Clark
-------------------- Director
Robert G. Cress
<PAGE>
* Director
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Cecil W. Cupp, Jr.
* Director
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Wallace W. Fowler
* Director
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Frank D. Hickingbotham
------------------------ Director
Walter E. Hussman, Jr.
* Director
-------------------------
Frederick E. Joyce, M.D.
------------------------- Director
Jack G. Justus
-------------------------- Director
Michael W. Murphy
* Director
--------------------------
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.
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ------------
4.1 Company's Second Amended and Restated
Articles of Incorporation, as amended
(incorporated by reference to Exhibit
3(i) to Form 10-Q for the quarterly
period ended June 30, 1996.
4.2 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).
4.3 Rights Agreement (incorporated by
reference to Exhibit 4 to Current Report
on Form 8-K dated September 18, 1990, in
0-9676).
5 Opinion and Consent of Friday, Eldredge
& Clark.
23.1 Consent of Friday, Eldredge & Clark
(included in Exhibit 5 to this
Registration Statement).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
<PAGE>
Exhibit 5
June 26, 1997
First Commercial Corporation
400 West Capitol Avenue
Little Rock, Arkansas 72201
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8
(the "Registration Statement") filed with the
Securities and Exchange Commission on or about the date
hereof by First Commercial Corporation (the "Company")
for registration under the Securities Act of 1933, as
amended (the "Act"), of 1,200,000 shares of the
Company's common stock, $3.00 par value per share (the
"Shares"), to be offered in connection with the
Company's 1997 Incentive Stock Plan (the "Plan").
It is our opinion that all action necessary to
register the Shares under the Act will have been taken
when:
a. The Registration Statement shall have become
effective in accordance with the applicable provisions
of the Act; and
b. Appropriate action shall have been taken by
the Board of Directors of the Company for the purpose
of authorizing the registration of the Shares.
It is our further opinion that the Shares will be,
upon issuance against receipt of the purchase price
therefore (as defined in the Plan), validly authorized,
validly issued, fully paid and non-assessable. This
opinion does not pass upon the matter of compliance
<PAGE>
with "Blue Sky" laws or similar laws relating to the
sale or distribution of the Shares.
We are members of the Arkansas Bar and do not hold
ourselves out as experts on the laws of any other
State.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement, as it may be
amended, and consent to such references to our firm as
are made therein.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
JCR/bb
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the First
Commercial Corporation 1997 Incentive Stock Plan of our
report dated January 30, 1997, 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, 1996, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
June 26, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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 1,200,000 shares of the
Company's Common Stock, $3.00 par value per share, to
be offered to certain employees pursuant to the
Company s 1997 Incentive Stock 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.
Date: June 26, 1997
/s/ Barnett Grace /s/ John W. Allison
--------------------- --------------------
Barnett Grace John W. Allison
Director Director
/s/ Truman Arnold /s/ William H. Bowen
--------------------- ---------------------
Truman Arnold William H. Bowen
Director Director
--------------------- ---------------------
Peggy Clark Robert G. Cress
Director Director
/s/ Cecil W. Cupp, Jr. /s/ Wallace W. Fowler
---------------------- ----------------------
Cecil W. Cupp, Jr. Wallace W. Fowler
Director Director
/s/ Frank D. Hickinbotham
------------------------- -----------------------
Frank D. Hickingbotham Walter E. Hussman, Jr.
Director Director
<PAGE>
/s/ Frederick E. Joyce
----------------------- --------------------
Frederick E. Joyce, M.D Jack G. Justus
Director Director
/s/ Sam C. Sowell
------------------------- ----------------------
Michael W. Murphy Sam C. Sowell
Director Director
-------------------------
Paul D. Tilley
Director
