<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
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 Combination with First National Bancorp
(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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 418,425 $41.70* $10,671,335.04** $3,679.77
value $.625 per share
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
* Maximum option exercise price of stock options with exercise prices in the range from $6.04 to $41.70.
** Calculated pursuant to Rule 457(h) based on the option exercise prices and number of shares issuable at
each price.
</TABLE>
<PAGE> 2
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, 1995.
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, 1995, consisting of Form 10-C filed
by Regions on March 11, 1996, Form 8-K filed by Regions on
March 15, 1996, and Amendment No. 1 thereto filed by Regions
on March 28, 1996, Form 10-Q for the three months ended March
31, 1996, and Form 8-K filed by Regions on June 4, 1996.
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 June 3, 1996, attorneys in the law
firm of Lange, Simpson, Robinson & Somerville owned an aggregate of 118,845
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.
<PAGE> 3
"(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.
<PAGE> 4
"(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.
<PAGE> 5
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 June
5, 1996.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
-----------------------------
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 June 5, 1996
J. Stanley Mackin Chief Executive Officer and
Director
/s/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and June 5, 1996
Richard D. Horsley Executive Financial Officer
and Director
/s/ Robert P. Houston
- -------------------------- Executive Vice President and June 5, 1996
Robert P. Houston Comptroller
/s/ Sheila S. Blair
- -------------------------- Director June 5, 1996
Sheila S. Blair
/s/ James B. Boone, Jr.
- -------------------------- Director June 5, 1996
James B. Boone, Jr.
/s/ William R. Boles, Sr.
- -------------------------- Director June 5, 1996
William R. Boles, Sr.
/s/ Albert P. Brewer
- -------------------------- Director June 5, 1996
Albert P. Brewer
/s/ James S.M. French Director June 5, 1996
- --------------------------
<PAGE> 6
James S.M. French
/s/ Catesby ap C. Jones
- -------------------------- Director June 5, 1996
Catesby ap C. Jones
/s/ Olin B. King
- -------------------------- Director June 5, 1996
Olin B. King
/s/ Henry E. Simpson
- -------------------------- Director June 5, 1996
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- -------------------------- Director June 5, 1996
Lee J. Styslinger, Jr.
/s/ Robert J. Williams
- -------------------------- Director June 5, 1996
Robert J. Williams
<PAGE> 7
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 June 5, 1996.
Stock Options Assumed in Combination with First National Bancorp
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(Plan)
By: /s/ Douglas W. Graham
Sr. Vice President, Regions Financial Corporation
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(Signature and Title)
<PAGE> 8
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
5.1 Opinion Re: legality, of
Lange, Simpson, Robinson &
Somerville dated June 5,
1996
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lange, Simpson,
Robinson & Somerville --
Included in Exhibit 5.1
<PAGE> 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
June 5, 1996
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 the merger of First National
Bancorp into Regions (the "Assumed Stock Options"). We have considered the
terms of the Assumed Stock Options and the pertinent definitive acquisition
agreement, 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the stock options assumed in the acquisition of First
National Bank of Gainesville by Regions Financial Corporation of our report
dated February 2, 1996 (except for the last two paragraphs of Note Q as to
which the date is March 1, 1996) and March 25, 1996, with respect to the
consolidated financial statements and supplemental consolidated financial
statements, respectively, of Regions Financial Corporation included or
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
June 3, 1996
