<PAGE>
As filed with the Securities and Exchange Commission on April 7, 1995
Registration No.
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
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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Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
417 North 20th Street, Birmingham, AL 35203
(Address of Principal Executive Offices) (Zip Code)
Stock Options Assumed in Acquisition of First Community Bancshares, Inc.
Stock Options Assumed in Acquisition of Union Bank & Trust Company
(Full Title of Plan)
--------------------
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(Name and address of agent for service)
(205) 326-7860
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
Copies to:
Charles C. Pinckney
Lange, Simpson, Robinson & Somerville
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
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--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share* offering price* registration fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock, par 92,044 $19.00 $ 1,748,836 $ 603.05
value $.625 per share
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- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:
a. Form 10-K Annual Report to the Securities and Exchange
Commission, for the year ended December 31, 1994.
b. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 for the period since December 31, 1994.
c. The description of Regions Common Stock under the
heading "Item 1. Capital Stock to be Registered" in
the registration statement on Form 8-A of Regions
relating to Regions Common Stock and in any amendment
or report filed for the purpose of updating such
description;
All documents subsequently filed pursuant to Sections 13, 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 de-registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and
to be a part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable to this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
An opinion on the legality of the shares which are the subject
of this registration statement is given by Lange, Simpson,
Robinson & Somerville, 417 North 20th Street, Birmingham,
Alabama, 35203. Henry E. Simpson, partner of the firm, is a
director of Regions. As of February 6, 1995, attorneys in the
law firm of Lange, Simpson, Robinson & Somerville owned an
aggregate of 119,995 shares of Regions Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by
the General Corporation Law of Delaware. (b) No director
of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages,
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which
the director derived an improper personal benefit."
Section 145 of the Delaware General Corporation law empowers the
Company to indemnify its officers and directors under certain
circumstances. The pertinent provisions of that statute read as
follows:
"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a
manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such
action or suit was brought shall determine upon
application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such
other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section,
or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so
direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of
directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power
to indemnify him against such liability under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had
power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or
surviving corporation as he would have with respect to
such constituent corporation if its separate existence
had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to
"serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including
attorneys' fees)."
The Company has purchased a directors' and officers' liability
insurance contract which provides, within stated limits,
reimbursement either to a director or officer whose actions in his
capacity result in liability, or to the Registrant, in the event
it has indemnified the director or officer. Major exclusions from
coverage include libel, slander, personal profit based on inside
information, illegal payments, dishonesty, accounting of
securities profits in violation of Section 16(b) of the
Securities Exchange Act of 1934 and acts within the scope of the
Pension Reform Act of 1974.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable to this Registration Statement.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. 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
(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 represents a fundamental
change in the information set forth in the registration
statement; and (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 such undertakings set forth in (i)
and (ii) above do not apply to the extent the information
required to be included in a post-effective amendment is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
The undersigned Registrant further undertakes, 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 deemed to be the initial bona fide offering thereof.
The undersigned Registrant further undertakes 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. The undersigned Registrant hereby undertakes that, for
purposes of determining 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, 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 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, 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 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 of 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.
SIGNATURES
The Registrant. 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 Birmingham, State of Alabama, on
April 5, 1995.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
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Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Horsley and
Samuel E. Upchurch, Jr. and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this
registration statement, and to file the same with all exhibits
thereto, and all other documents in connection therewith, 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 attorney-in-fact and
agents, or their 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 date indicated.
SIGNATURE TITLE DATE
- -------------------------- ---------------------------- ------------------
/s/ J. Stanley Mackin
- -------------------------- Chairman of the Board and April 5, 1995
J. Stanley Mackin Chief Executive Officer and
Director
/s/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and April 5, 1995
Richard D. Horsley Executive Financial Officer
and Director
/s/ Robert P. Houston
- -------------------------- Executive Vice President and April 5, 1995
Robert P. Houston Comptroller
- -------------------------- Director
Sheila S. Blair
/s/ James B. Boone, Jr.
- -------------------------- Director April 5, 1995
James B. Boone, Jr.
/s/ William R. Boles, Sr.
- -------------------------- Director April 5, 1995
William R. Boles, Sr.
/s/ Albert P. Brewer
- -------------------------- Director April 5, 1995
Albert P. Brewer
/s/ James S.M. French
- -------------------------- Director April 5, 1995
James S.M. French
/s/ Catesby ap C. Jones
- -------------------------- Director April 5, 1995
Catesby ap C. Jones
/s/ Olin B. King
- -------------------------- Director April 5, 1995
Olin B. King
/s/ H. Manning McPhillips, Jr.
- -------------------------- Director April 5, 1995
H. Manning McPhillips, Jr.
/s/ Henry E. Simpson
- -------------------------- Director April 5, 1995
Henry E. Simpson
/s/ Robert E. Steiner, III
- -------------------------- Director April 5, 1995
Robert E. Steiner, III
/s/ Lee J. Styslinger, Jr.
- -------------------------- Director April 5, 1995
Lee J. Styslinger, Jr.
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on April 5, 1995.
Stock Options Assumed in Acquisition of First Community Bancshares, Inc.
Stock Options Assumed in Acquisition of Union Bank & Trust Company
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(Plan)
By: /s/ Douglas W. Graham
Sr. Vice President, Regions Financial Corporation
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(Signature and Title)
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion Re: legality of
Lange, Simpson, Robinson &
Somerville dated April 5,
1995
23.1 Consent of Ernst & Young LLP,
Independent Auditors
23.2 Consent of Lange, Simpson,
Robinson & Somerville --
Included in Exhibit 5.1
Exhibit 5.1
LANGE, SIMPSON, ROBINSON & SOMERVILLE
417 NORTH 20TH STREET, SUITE 1700
BIRMINGHAM, ALABAMA 35203
TELEPHONE: (205) 250-5000
FACSIMILE: (205) 250-5034
April 5, 1995
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Ladies and Gentlemen:
We render this opinion as counsel for Regions Financial Corporation,
a Delaware corporation ("the Company") in connection with its
registration statement on Form S-8 for shares of its common stock
to be issued under certain stock option plans assumed by the
Company in acquisitions (the "Assumed Stock Options"). We have
considered the terms of the Assumed Stock Options and the
pertinent definitive acquisition agreements, and we have examined
such other documents and records as we have deemed necessary to
examine for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that, when shares of
common stock of the Company are issued upon exercise of an Assumed
Stock Option and upon payment of the consideration therefore, such
shares will be duly authorized, validly issued, fully paid and
non-assessable, with no personal liability attaching to the
ownership thereof.
We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part
II of the Registration Statement.
Yours truly,
/s/ Lange, Simpson, Robinson & Somerville
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the Stock
Options Assumed in Acquisition of First Community Bancshares, Inc.,
Stock Options Assumed in Acquisition of Union Bank & Trust Company
of Regions Financial Corporation of our report dated February 6, 1995,
with respect to the consolidated financial statements of Regions
Financial Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
April 4, 1995
