As filed with the Securities and Exchange Commission
on June 13, 1997
Registration No. 333-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
First Pulaski National Corporation
___________________________________________________________
(Exact name of registrant as specified in its charter)
Tennessee
___________________________________________________
(State or other jurisdiction of incorporation or organization)
62-1110294
____________________________
(I.R.S. employer identification no.)
206 South First Street
Pulaski, Tennessee 38478-0289
________________________________________
(Address of principal executive offices)
First Pulaski National Corporation
1997 Stock Option Plan
______________________
(Full title of the plan)
Robert M. Curry
Chairman of the Board of Directors
and Chief Executive Officer
First Pulaski National Corporation
206 South First Street
Pulaski, Tennessee 38478-0289
___________________________________
(Name and address of agent for service)
(615) 363-2585
___________________________________________
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
Proposed
Proposed maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price registration fee
_____________________________________________________________________________________________
<S> <C> <S> <C> <C> <C>
Common Stock, 100,000 shares $20.99 $2,099,000.00 $636.06
$1.00 par value
(1) This figure represents the aggregate number of shares of Common Stock
being registered hereby for purchase by employees under the First Pulaski
National Corporation 1997 Stock Option Plan (the "Plan"). There are also
registered an undetermined number of additional shares of Common Stock
that may become available for purchase in accordance with the provisions
of the Plan in the event of certain changes in the outstanding shares of
Common Stock of the Company such as a stock dividend or stock split or a
change in corporate structure such as a merger, reorganization,
consolidation or recapitalization.
<PAGE>
(2) Estimated solely for purposes of calculating the registration fee and
based on, pursuant to Rule 457(h)(1), the unaudited book value as of
March 31, 1997 of the shares of common stock of First Pulaski National
Corporation being registered.
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by First Pulaski National
Corporation (the "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
hereby incorporated by reference as of their respective dates:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997; and
(3) The description of the Registrant's Common Stock contained in
the Registration Statement on Form S-14, File No. 2-73488,
filed by the Registrant to register the Common Stock under
the Exchange Act, including all amendments and reports filed
for the purpose of updating such description prior to the
termination of the offering of the Common Stock offered
hereby.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date
of filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or
replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against
liability incurred in connection with a proceeding if (a) such person acted
in good faith; (b) in the case of conduct in an official capacity with the
corporation, he reasonably believed such conduct was in the corporation's
best interests; (c) in all other cases, he reasonably believed that his
conduct was at least not opposed to the best interests of the corporation;
and (d) in connection with any criminal proceeding, such person had no
reasonable cause to believe his conduct was unlawful. In actions brought
by or in the right of the corporation, however, the TBCA provides that no
indemnification may be made if the director or officer was adjudged to be
liable to the corporation. The TBCA also provides that in connection with
any proceeding charging improper personal benefit to an officer or
director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly
received. In cases where the director or officer is wholly successful, on
the merits or otherwise, in the defense of any proceeding instigated
because of his or her status as a director or officer of a corporation, the
TBCA mandates that the corporation indemnify the director or officer
against reasonable expenses incurred in the proceeding. The TBCA provides
that a court of competent jurisdiction, unless the corporation's charter
provides otherwise, upon application, may order that an officer or director
be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (a)
such officer or director was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; (b) such officer or
director was adjudged liable on the basis that personal benefit was
improperly received by him; or (c) such officer or director breached his
duty of care to the corporation.
The Registrant's Bylaws provide that each director and officer of
<PAGE>
the Registrant will be indemnified against all liability and reasonable
expenses incurred by him or her in connection with any claim, action, suit
or proceeding, provided that such person is successful with respect thereto
or acted in good faith, in a manner he or she believed to be in the best
interests of the Registrant, and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. An officer or director claiming indemnification who has not been
wholly successful with respect to his claim or proceeding will be entitled
to indemnification if independent legal counsel delivers to the corporation
a written finding that such person has met the standards of conduct
described above. In addition, the Registrant may advance expenses to an
officer or director upon receipt of an undertaking by such person to repay
such amount unless he or she is entitled to indemnification.
The Registrant believes that its Bylaw provisions are necessary to
attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers.
Under this policy, the insurer agrees to pay, subject to certain
exclusions, for any claim made against a director or officer of the
Registrant for a wrongful act by such director or officer, but only if and
to the extent such director or officer becomes legally obligated to pay
such claim.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Exhibit 4.1 First Pulaski National Corporation 1997 Stock
Option Plan (incorporated by reference to Exhibit 99
to the Registrant's Proxy Statement for 1997).
Exhibit 5.1 Opinion of Bass, Berry & Sims PLC
Exhibit 23.1 Consent of Bass, Berry & Sims PLC (included in
Exhibit 5.1)
Exhibit 23.2 Consent of Putman and Hancock, Certified Public
Accountants
Exhibit 24.1 Power of Attorney (included on signature page to
this Registration Statement)
Item 9. Undertakings.
A. The 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, as amended (the "Securities
Act");
(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.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
<PAGE>
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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
ammendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this 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. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. 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 Securities 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 Pulaski, State of Tennessee, on
the 13th day of June, 1997.
FIRST PULASKI NATIONAL CORPORATION
By: /s/ Robert M. Curry
--------------------------------
Robert M. Curry
Chairman of the Board of Directors and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Robert M. Curry and William R. Horne,
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 any and all amendments
to this Registration Statement, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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/ Robert M. Curry Chairman of the Board of June 10, 1997
- --------------------- Directors and Chief
Robert M. Curry Executive Officer
/s/ William R. Horne President and Director June 10, 1997
- ---------------------
William R. Horne
/s/ Glen Lamar Secretary/Treasurer and June 10, 1997
- --------------------- Director (Principal
Glen Lamar Financial and Accounting
Officer)
/s/ David E. Bagley Director June 10, 1997
- ---------------------
David E. Bagley
/s/ Johnny Bevill Director June 10, 1997
- ---------------------
Johnny Bevill
<PAGE>
Signature Title Date
/s/ James K. Blackburn,IV Director June 10, 1997
- ---------------------
James K. Blackburn, IV
/s/ Wade Boggs Director June 10, 1997
- ---------------------
Wade Boggs
/s/ James H. Butler Director June 10, 1997
- ---------------------
James H. Butler
Director June ___, 1997
- ---------------------
Thomas L. Cardin
/s/ Joyce F. Chaffin Director June 10, 1997
- ---------------------
Joyce F. Chaffin
/s/ Parmenas Cox Director June 10, 1997
- ---------------------
Parmenas Cox
/s/ Greg G. Dugger DDS Director June 10, 1997
- ---------------------
Greg G. Dugger
/s/ Joe Dunavant Director June 10, 1997
- ---------------------
Joe Dunnavant
/s/ Charles D. Haney MD Director June 10, 1997
- ----------------------
Charles D. Haney, MD
/s/ Gary Harrison Director June 10, 1997
- ----------------------
Gary Harrison
/s/ Morris Ed Harwell Director June 10, 1997
- ----------------------
Morris Ed Harwell
/s/ R. M. Harwell Director June 10, 1997
- ----------------------
R. M. Harwell
<PAGE>
Signature Title Date
/s/ James Rand Hayes Director June 10, 1997
- ----------------------
James Rand Hayes
/s/ D. Clayton Lee Director June 10, 1997
- ----------------------
D. Clayton Lee
/s/ Kenneth R. Lowry Director June 10, 1997
- ----------------------
Kenneth R. Lowry
/s/ Beatrice J. McElroy Director June 10, 1997
- ----------------------
Beatrice J. McElroy
/s/ William A. McNairy Director June 10, 1997
- ----------------------
William A. McNairy
Director June ___, 1997
- ----------------------
W. Harwell Murrey MD
/s/ Stephen F. Speer Director June 10, 1997
- ----------------------
Stephen F. Speer
/s/ Bill Yancey Director June 10, 1997
- ----------------------
Bill Yancey
<PAGE>
EXHIBIT 5.1
BASS, BERRY & SIMS PLC
A Professional Limited Liability Company
Attorneys At Law
2700 First American Center 1700 Riverview Tower
Nashville, Tennessee 37238-2700 Post Office Box 1509
Telephone (615) 742-6200 Knoxville, Tennessee 37901-1509
Telecopier(615) 742-6293 Telephone (423)521-6200
Telecopier (423)521-6234
June 13, 1997
First Pulaski National Corporation
206 South First Street
Pulaski, Tennessee 38478-0289
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
Company's 1997 Stock Option Plan (the "Plan") filed by you with the
Securities and Exchange Commission covering 100,000 shares (the "Shares")
of common stock, par value $1.00 per share, issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims
-----------------------
BASS, BERRY & SIMS PLC
EXHIBIT 23.2
PUTMAN & HANCOCK
Certified Public Accountants
506 West College Street 118 North Third Street
P.O. Box 722 P.O. Box 724
Fayetteville, TN 37334 Pulaski, Tennessee 38478
(615) 433-1040 (615) 424-1040
Fax (615) 433-9290 Fax (615) 363-5222
Stockholders and Board Directors
First Pulaski National Corporation
Pulaski, TN
As independent public accountants, we hereby consent to the incorporation
by reference to First Pulaski National Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, of our reports (and to
all references to our firm) included in or made a part of this Registration
Statement.
/s/ Putman & Hancock
--------------------
Putman & Hancock
June 9, 1997
