<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1995
Registration No.
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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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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)
1991 Long Term Incentive Plan
(Full Title of Plan)
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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)
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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 2,500,000 $34.625 $86,562,500 $29,849.14
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 April 21, 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 27, 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 27, 1995
J. Stanley Mackin Chief Executive Officer and
Director
/s/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and April 27, 1995
Richard D. Horsley Executive Financial Officer
and Director
/s/ Robert P. Houston
- -------------------------- Executive Vice President and April 27, 1995
Robert P. Houston Comptroller
/s/ Sheila S. Blair
- -------------------------- Director April 27, 1995
Sheila S. Blair
/s/ James B. Boone, Jr.
- -------------------------- Director April 27, 1995
James B. Boone, Jr.
/s/ William R. Boles, Sr.
- -------------------------- Director April 27, 1995
William R. Boles, Sr.
/s/ Albert P. Brewer
- -------------------------- Director April 27, 1995
Albert P. Brewer
/s/ James S.M. French
- -------------------------- Director April 27, 1995
James S.M. French
/s/ Catesby ap C. Jones
- -------------------------- Director April 27, 1995
Catesby ap C. Jones
/s/ Olin B. King
- -------------------------- Director April 27, 1995
Olin B. King
/s/ Henry E. Simpson
- -------------------------- Director April 27, 1995
Henry E. Simpson
/s/ Robert E. Steiner, III
- -------------------------- Director April 27, 1995
Robert E. Steiner, III
/s/ Lee J. Styslinger, Jr.
- -------------------------- Director April 27, 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 27, 1995.
1991 Long Term Incentive Plan
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(Plan)
By: /s/ Douglas W. Graham
Sr. Vice President, Regions Financial Corporation
--------------------------------
(Signature and Title)
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
5.1 Opinion Re: legality of
Lange, Simpson, Robinson &
Somerville dated April 27,
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 27, 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 its
1991 Long-Term Incentive Plan (the "Plan"). We have considered the terms of
the Plan and the manner in which it operates, 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 a certificate
of shares of the Company is released to a participant in the Plan upon (i)
exercise of an option and payment of the consideration therefore, or upon
(ii) the lapse of restrictions on a restricted stock grant to a participant
and payment by the recipient of the specified consideration for the
restricted stock award, or upon (iii) the satisfaction of specified
performance criteria incident to a grant of performance shares under the Plan
to a participant and payment by the recipient of the specified consideration
for the performance share award, 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 Long Term Incentive Plan
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 24, 1995
