<PAGE>
As filed with the Securities and Exchange Commission on January 25, 2000
Registration No.
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
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 Acquisition of Minden Bancshares, Inc.
(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 LLP
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
--------------------
--------------------
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 119,189 $14.39 $1,562,356.11 $412.46
value $.625 per
share
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
* Maximum option exercise price of stock options with exercise prices in the
range from $9.57 to $14.39.
** Calculated pursuant to Rule 457(h) based on the option exercise prices and
number of shares issuable at each price.
</TABLE>
<PAGE>
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. Regions' Annual Report on Form 10-K for the year ended December 31,
1998;
b. Regions' Quarterly Reports on Form 10-Q for the three month periods
ended March 31 (as amended), June 30 (as amended), and September
30, 1999;
c. Regions' Current Reports on Form 8-K dated as of October 18,
1999;
d. 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, 1998.
e. 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 LLP,
417 North 20th Street, Birmingham, Alabama, 35203. Henry E. Simpson, partner
of the firm, is a director of Regions. As of January 21, 2000, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
238,431 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 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 be 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>
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 January 21, 2000.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
-----------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial 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 date indicated.
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------- ------------------
*
- --------------------------- President and Chief Executive January 21, 2000
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
*
- --------------------------- Vice Chairman of the Board and January 21, 2000
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
*
- --------------------------- Executive Vice President and January 21, 2000
Robert P. Houston Comptroller
(principal accounting officer)
*
- --------------------------- Director January 21, 2000
Sheila S. Blair
*
- --------------------------- Director January 21, 2000
James B. Boone, Jr.
*
- --------------------------- Director January 21, 2000
James S.M. French
*
- --------------------------- Director January 21, 2000
Olin B. King
*
- --------------------------- Chairman of the Board January 21, 2000
J. Stanley Mackin and Director
*
- --------------------------- Director January 21, 2000
Michael W. Murphy
*
- --------------------------- Director January 21, 2000
Henry E. Simpson
*
- --------------------------- Director January 21, 2000
Lee J. Styslinger, Jr.
*
- --------------------------- Director January 21, 2000
W. Woodrow Stewart
*
- --------------------------- Director January 21, 2000
John H. Watson
*
- --------------------------- Director January 21, 2000
Robert J. Williams
*
- --------------------------- Director January 21, 2000
C. Kemmons Wilson, Jr.
* By /s/ Samuel E. Upchurch, Jr. as attorney-in-fact January 21, 2000
pursuant to a power of attorney.
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
5.1 Opinion Re: legality, of
Lange, Simpson, Robinson &
Somerville LLP dated January 21,
2000
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lange, Simpson,
Robinson & Somerville LLP --
Included in Exhibit 5.1
24.1 Power of attorney
<PAGE>
Exhibit 5.1
LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
417 NORTH 20TH STREET, SUITE 1700
BIRMINGHAM, ALABAMA 35203
TELEPHONE: (205) 250-5000
FACSIMILE: (205) 250-5034
January 21, 2000
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 that
certain stock option plan assumed by the Company in the acquisition of Minden
Bancshares, Inc. (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 LLP
<PAGE>
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 Minden
Bancshares, Inc. by Regions Financial Corporation of our report dated March 11,
1999 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, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
January 20, 2000
<PAGE>
Exhibit 24.1
REGIONS FINANCIAL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstituion, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of the stock options assumed in the
acquisition of Minden Bancshares, Inc. and to sign any and all amendments to
such Registration Statements.
SIGNATURE TITLE DATE
- ------------------------- ----------------------------- -----------------
/s/ Carl E. Jones, Jr.
- --------------------------- President and Chief Executive July 21, 1999
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and July 21, 1999
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ Robert P. Houston
- --------------------------- Executive Vice President and July 21, 1999
Robert P. Houston Comptroller
(principal accounting officer)
/s/ Sheila S. Blair
- --------------------------- Director July 21, 1999
Sheila S. Blair
/s/ James B. Boone, Jr.
- --------------------------- Director July 21, 1999
James B. Boone, Jr.
/s/ James S.M. French
- --------------------------- Director July 21, 1999
James S.M. French
/s/ Olin B. King
- --------------------------- Director July 21, 1999
Olin B. King
/s/ J. Stanley Mackin
- --------------------------- Chairman of the Board July 21, 1999
J. Stanley Mackin and Director
/s/ Michael W. Murphy
- --------------------------- Director July 21, 1999
Michael W. Murphy
/s/ Henry E. Simpson
- --------------------------- Director July 21, 1999
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- --------------------------- Director July 21, 1999
Lee J. Styslinger, Jr.
/s/ W. Woodrow Stewart
- --------------------------- Director July 21, 1999
W. Woodrow Stewart
/s/ John H. Watson
- --------------------------- Director July 21, 1999
John H. Watson
/s/ Robert J. Williams
- --------------------------- Director July 21, 1999
Robert J. Williams
/s/ C. Kemmons Wilson, Jr.
- --------------------------- Director July 21, 1999
C. Kemmons Wilson, Jr.
