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As filed with the Securities and Exchange Registration No. 33 ______
Commission on November 15, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
FIRST TENNESSEE NATIONAL CORPORATION
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
HARRY A. JOHNSON, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-5624
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copy to:
CLYDE A. BILLINGS, JR.
Vice President & Counsel
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
Registered Amount to be Registered Price per Share(1) Offering Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and 2,100,000 $35.81 $75,201,000 $22,789
Associated Rights
====================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the Nasdaq Stock Market for Registrant's stock on
November 8, 1996.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The registrant's latest annual report, and where interests in
the plan are being registered, the plan's latest annual
report, filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of such class
of securities contained in a registration statement filed
under such Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
This item is not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of original issue shares of $1.25 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of
FTNC common stock and holds options to purchase such shares in an amount deemed
substantial by securities regulations. On October 1, 1996, the number of
shares, including options, beneficially owned was approximately 23,500 shares.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501 through 48-18-509
authorize a corporation to provide for the indemnification of officers,
directors, employees and agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. FTNC has adopted the provisions of the Tennessee statute pursuant
to Article XXVIII of its Bylaws. Also FTNC has a "Directors' and Officers'
Liability Insurance Policy" which provides coverage sufficiently broad to
permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders
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for breach of the duty of care. FTNC has adopted the provisions of the statute
as Article 13 of its charter.
The shareholders of FTNC have approved an amendment to Article XXVIII
of the Bylaws pursuant to which FTNC is required to indemnify each director and
any officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
This item is not applicable.
Item 8. Exhibits
4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
to FTNC's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
FTNC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September
7, 1989, between FTNC and First Tennessee Bank National
Association as Rights Agent, attached as Exhibit 1 to FTNC's
registration statement on Form 8-A, filed September 8, 1989
and incorporated herein by reference.
5 Opinion of Clyde A. Billings, Jr. as to legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5
above).
24 Powers of Attorney.
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 fact 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;
(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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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.
(2) 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.
(3) 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 any 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 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.
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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 Memphis and State of Tennessee, on November 15
1996.
FIRST TENNESSEE NATIONAL CORPORATION
By: James F. Keen
-------------------------------------
James F. Keen
Senior Vice President and Controller
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Ralph Horn* Chairman of the Board, President November 15, 1996
- -------------------------- and Chief Executive Officer
Ralph Horn (principal executive officer)
and a Director
Elbert L. Thomas, Jr.* Executive Vice President November 15, 1996
- -------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President November 15, 1996
- -------------------------- and Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg* Director November 15, 1996
- --------------------------
Robert C. Blattberg
Carlos H. Cantu* Director November 15, 1996
- --------------------------
Carlos H. Cantu
George E. Cates* Director November 15, 1996
- --------------------------
George E. Cates
James A. Haslam, III* Director November 15, 1996
- --------------------------
James A. Haslam, III
R. Brad Martin* Director November 15, 1996
- --------------------------
R. Brad Martin
Joseph Orgill, III* Director November 15, 1996
- --------------------------
Joseph Orgill, III
Vicki G. Roman* Director November 15, 1996
- --------------------------
Vicki G. Roman
</TABLE>
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<TABLE>
<S> <C> <C>
Michael D. Rose* Director November 15, 1996
- --------------------------
Michael D. Rose
William B. Sansom* Director November 15, 1996
- --------------------------
William B. Sansom
Gordon P. Street, Jr.* Director November 15, 1996
- --------------------------
Gordon P. Street, Jr.
By: Clyde A. Billings, Jr. November 15, 1996
------------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit Table No.
4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i)
to FTNC's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
FTNC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September
7, 1989, between FTNC and First Tennessee Bank National
Association as Rights Agent, attached as Exhibit 1 to FTNC's
Registration Statement on Form 8-A, filed September 8, 1989
and incorporated herein by reference.
5 Opinion of Clyde A. Billings, Jr. as to legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in opinion filed
as Exhibit 5).
24 Powers of Attorney.
<PAGE> 1
CLYDE A. BILLINGS, JR.
Vice President and Counsel
FIRST TENNESSEE NATIONAL CORPORATION
P.O. Box 84
Memphis, TN 38101
(901) 523-5679
Cable FIRBANK
November 14, 1996
Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
Lady and Gentlemen:
I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-8, Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 2,100,000 shares of common
stock, par value $1.25 per share, of the Company (the "Shares") and associated
stock purchase rights (the "Rights") to be issued pursuant to the Shareholder
Protection Rights Agreement dated as of September 7, 1989 (the "Rights
Agreement") between the Company and First Tennessee Bank National Association,
as Rights Agent (the "Rights Agent"). The Shares may be issued from authorized
but unissued shares to employees of the Company and its subsidiaries upon the
valid exercise of stock options that may be granted to them pursuant to the
terms of the First Tennessee National Corporation 1997 Employee Stock Option
Plan (the "Plan"). I have examined the originals or copies, certified or
otherwise identified to my satisfaction, of such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination and subject to the limitations
contained herein, it is my opinion that:
1. 2,100,000 Shares have been duly authorized for issuance
pursuant to the terms of the Plan, which Plan has been duly
adopted.
2. Shares subject to options which are granted pursuant to the
terms of Plan will, when issued pursuant to the terms of the
Plan, be validly issued, fully paid and non-assessable.
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3. When such Shares have been validly issued, the rights
attributable to such Shares will be validly issued.
In connection with my opinion set forth in paragraph 3 above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at that time and, accordingly, is beyond the scope
of such opinion.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, I have relied to the extent I deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
CLYDE A. BILLINGS, JR.
Clyde A. Billings, Jr.
2
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
16, 1996, included in First Tennessee National Corporation's 1995 Annual Report
on Form 10-K, and to all references to our firm included in this registration
statement.
Arthur Andersen LLP
Memphis, Tennessee,
November 14, 1996.
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES
F. KEEN, CLYDE A. BILLINGS, JR., and TERESA A. FEHRMAN, jointly and each of
them severally, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute and sign the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, by First
Tennessee National Corporation ("Corporation") relating to the issuance of
2,100,000 shares of the Corporation's Common Stock, par value $1.25 per share,
pursuant to the First Tennessee National Corporation 1997 Employee Stock Option
Plan ("Plan") and, further, to execute and sign any and all pre-effective and
post-effective amendments thereto and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, or their or his or her substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming
all the acts that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Ralph Horn Chairman of the Board, President October 31, 1996
- -------------------------- and Chief Executive Officer and a
Ralph Horn Director (principal executive officer)
Elbert L. Thomas, Jr. Executive Vice President and October 31, 1996
- -------------------------- Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen Senior Vice President and October 31, 1996
- -------------------------- Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg Director October 31, 1996
- --------------------------
Robert C. Blattberg
Carlos H. Cantu Director October 31, 1996
- --------------------------
Carlos H. Cantu
</TABLE>
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<TABLE>
<S> <C> <C>
George E. Cates Director October 31, 1996
- --------------------------
George E. Cates
James A. Haslam, III Director October 31, 1996
- --------------------------
James A. Haslam, III
R. Brad Martin Director October 31, 1996
- --------------------------
R. Brad Martin
Joseph Orgill, III Director October 31, 1996
- --------------------------
Joseph Orgill, III
Vicki G. Roman Director October 31, 1996
- --------------------------
Vicki G. Roman
Michael D. Rose Director October 31, 1996
- --------------------------
Michael D. Rose
William B. Sansom Director October 31, 1996
- --------------------------
William B. Sansom
Gordon P. Street, Jr. Director October 31, 1996
- --------------------------
Gordon P. Street, Jr.
</TABLE>
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