As filed with the Securities and Exchange Commission on April 14, 1999
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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RIGGS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 52-1217953
(State or other Jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
(Address, including zip code, of Principal Executive Offices)
RIGGS NATIONAL CORPORATION
1996 STOCK OPTION PLAN
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
JOSEPH M. CAHILL, ESQ.
Executive Director of Legal Affairs
Riggs National Corporation
800 17th Street, N.W.
Washington, D.C. 20006
(Name, address, including zip code, of agent for service)
202-835-6709
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering aggregate offering registration
registered registered price per share price fee
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Common Stock, 5,250,000 shs. $17.6875 (1) $92,859,375 (1) $25,815
$2.50 par
value per share
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(1) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(c), the calculation of the registration fee is
based on the average of the high and low sales prices of the
Registrant's Common Stock on the Nasdaq National Market on April 9,
1999.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof: (i) Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 and (ii) the description of Registrant's common stock, par value $2.50
per share (the "Common Stock"), contained in Registrant's Registration Statement
on Form S-3 (SEC File No. 33-50775) relating to 4,000,000 shares of Registrant's
10.75% Noncumulative Perpetual Preferred Stock, Series B and 2,924,000 shares of
Registrant's Common Stock, as amended by Amendment No. 3 filed on December 16,
1993.
All reports and other documents filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as Registrant's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL
The validity of the shares of Common Stock registered hereunder will be
passed upon for the Corporation by Joseph M. Cahill, Executive Director of Legal
Affairs of the Registrant, who is an employee of the Registrant. As of the date
of this filing, Joseph M. Cahill held 63 shares of Common Stock and stock
options for 9,000 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware,
Article Eleventh of the Registrant's Certificate of Incorporation and Section
14.1 of the Registrant's Bylaws provide for indemnification of the Registrant's
directors and officers in a variety of circumstances which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act of
1933").
The general effect of the provisions in the Registrant's Certificate of
Incorporation and Delaware General Corporation Law is to provide that the
Registrant shall indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with the defense or
settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as directors or officers of the Registrant,
if they acted in good faith and in a manner he or
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she reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. With respect to
legal proceedings by or in the right of the Registrant in which a director or
officer is adjudged liable for improper performance of his or her duty to the
Registrant or another enterprise which he or she served in a similar capacity at
the request of the Registrant, indemnification is limited by such provisions to
that amount which is permitted by the court. In addition, the Registrant has
purchased insurance as permitted by Delaware law on behalf of directors,
officers, employees or agents, which may cover liabilities under the Securities
Act of 1933.
In addition, Article Eleventh of the Registrant's Certificate of
Incorporation provides that no director of the Registrant will be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision does not eliminate or limit the
liability of a director for: (i) breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) willful
or negligent conduct in paying illegal dividends or improperly purchasing or
redeeming the Registrant's own stock; or (iv) any transaction in which the
director obtains an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
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4(a) Registrant's Certificate of Incorporation, as amended
(incorporated by reference to Registrant's Form 10-Q for the
quarter ended September 30, 1989 and Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998,
SEC File No. 0-9756).
4(b) Registrant's Bylaws, as amended (incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, SEC File No. 0-9756).
5 Opinion of Joseph M. Cahill, Executive Director of Legal
Affairs of the Registrant (filed herewith).
23(a) Consent of Arthur Andersen LLP, Independent Accountants (filed
herewith).
23(b) Consent of Joseph M. Cahill, Executive Director of Legal
Affairs of the Registrant (filed as part of Exhibit 5 hereto).
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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;
(ii) 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;
(iii) 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 the time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Registrant 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 Washington, District of Columbia, on this 14th day of
April, 1999.
RIGGS NATIONAL CORPORATION (Registrant)
By: /s/ JOE L. ALLBRITTON
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Joe L. Allbritton
Chairman of the Board and
Chief Executive Officer
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ JOE L. ALLBRITTON Chairman of the Board April 14, 1999
- ------------------------ and Chief Executive
Joe L. Allbritton Officer
(Principal Executive
Officer)
/s/ TIMOTHY C. COUGHLIN President and Director April 14, 1999
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Timothy C. Coughlin
/s/ JOHN L. DAVIS Chief Financial Officer
- ------------------------ (Principal Financial April 14, 1999
John L. Davis Officer)
/s/ ELEANOR L. RUTLAND Comptroller
- ------------------------ (Principal Accounting April 14, 1999
Eleanor L. Rutland Officer)
/s/ ROBERT L. ALLBRITTON Director April 14, 1999
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Robert L. Allbritton
/s/ JOHN M. FAHEY, JR. Director April 14, 1999
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John M. Fahey, Jr.
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Signature Title Date
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/s/ LAWRENCE I. HEBERT Director April 14, 1999
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Lawrence I. Hebert
/s/ STEVEN B. PFEIFFER Director April 14, 1999
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Steven B. Pfeiffer
/s/ JOHN E.V. ROSE Director April 14, 1999
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John E.V. Rose
/s/ ROBERT L. SLOAN Vice Chairman of the Board April 14, 1999
- ------------------------ and Director
Robert L. Sloan
/s/ JACK VALENTI Director April 14, 1999
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Jack Valenti
/s/ WILLIAM L. WALTON Director April 14, 1999
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William L. Walton
/s/ EDDIE N. WILLIAMS Director April 14, 1999
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Eddie N. Williams
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Exhibit 5
[LETTERHEAD OF RIGGS NATIONAL CORPORATION APPEARS HERE]
April 14, 1999
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Gentlemen and Mesdames:
I am the Executive Director of Legal Affairs of Riggs National Corporation, a
Delaware corporation (the "Company"). In that capacity, I am acting as counsel
for the Company in connection with the registration of 5,250,000 shares of its
Common Stock, $2.50 par value per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement") and the Riggs National Corporation 1996 Stock
Option Plan (the "Plan").
I have reviewed such corporate records, certificates and other documents and
such questions of law as I have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, it is my opinion
that the Common Stock has been duly authorized for issuance by the Company, and
that upon issuance and delivery in accordance with the Plan referred to in the
Registration Statement, the Common Stock will be validly issued, fully paid and
nonassessable and will not be issued in violation of the preemptive rights of
any other stockholder of the Company.
The opinions stated in this letter are based upon the General Corporation Law of
the State of Delaware in effect on the date of this letter. The opinions
expressed in this letter are limited to the matters set forth herein, and no
other opinions should be inferred beyond the matters expressly stated.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ JOSEPH M. CAHILL
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Joseph M. Cahill
Executive Director of Legal Affairs
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 20, 1999,
included in Riggs National Corporation's Form 10-K for the year ended December
31, 1998, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
April 14, 1999
