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As filed with the Securities and Exchange Commission on November 17, 1999
Registration No. 333 - _______
- --------------------------------------------------------------------------------
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.
SENIOR VICE PRESIDENT & COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TN 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee(1)
Share(1) Price(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and 7,000,000 $34.16 $239,120,000 $66,475
Associated Rights
===================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the New York Stock Exchange for Registrant's stock on
November 11, 1999.
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On November 15, 1996, Registrant filed a registration statement on Form
S-8 (File No. 333-16225), registering 4,200,000 shares (adjusted for stock
splits) of its common stock, with a current par value of $0.625 per share, for
sale under Registrant's 1997 Employee Stock Option Plan (as amended to date, the
"Plan"). On January 4, 1999, Registrant field another registration statement on
Form S-8 (File No. 333-70075), registering 6,000,000 additional shares of
Registrant's common stock for sale under the Plan. Registrant is filing this
registration statement to register 7,000,000 additional shares of Registrant's
common stock for sale under the Plan, which was amended October 20, 1999 to
increase by 7,000,000 shares the shares authorized for issuance.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
As permitted by Instruction E to Form S-8, the contents of Registrant's
registration statement on Form S-8 (File No. 333-16225), which was filed
November 15, 1996, covering shares for sale under the Plan, as updated below,
are incorporated herein by reference. In addition to the foregoing, the
following information is also included in this registration statement:
Item 5. Interests of Named Experts and Counsel
The validity of original issue shares of $0.625 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.,
Senior 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 November 1, 1999, the number of
shares, including options, beneficially owned by Mr. Billings was approximately
49,100 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 Six 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 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 Six 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 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, 1997 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit
3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.
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4(c) Shareholder Protection Rights Agreement, dated as of October
20, 1998, between FTNC and First Tennessee Bank National
Association as Rights Agent, attached as Exhibit 1 to FTNC's
registration statement of Form 8-A, filed 10-23-98 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.
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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 17, 1999.
FIRST TENNESSEE NATIONAL CORPORATION
By: Elbert L. Thomas, Jr.
----------------------------------------------------
Elbert L. Thomas, Jr.
Executive Vice President and Chief 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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Ralph Horn* Chairman of the Board, President November 17, 1999
- -------------------------- and Chief Executive Officer
Ralph Horn (principal executive officer)
and a Director
Elbert L. Thomas, Jr.* Executive Vice President November 17, 1999
- -------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President November 17, 1999
- -------------------------- and Corporate Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg* Director November 17, 1999
- --------------------------
Robert C. Blattberg
Carlos H. Cantu* Director November 17, 1999
- --------------------------
Carlos H. Cantu
George E. Cates* Director November 17, 1999
- --------------------------
George E. Cates
J. Kenneth Glass* Director November 17, 1999
- --------------------------
J. Kenneth Glass
James A. Haslam, III* Director November 17, 1999
- -------------------------
James A. Haslam, III
John C. Kelley, Jr.* Director November 17, 1999
- -------------------------
John C. Kelley, Jr.
- ------------------------- Director November , 1999
R. Brad Martin
</TABLE>
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<TABLE>
<S> <C> <C>
Joseph Orgill, III* Director November 17, 1999
- -------------------------
Joseph Orgill, III
Vicki R. Palmer* Director November 17, 1999
- -------------------------
Vicki R. Palmer
Michael D. Rose* Director November 17, 1999
- -------------------------
Michael D. Rose
William B. Sansom* Director November 17, 1999
- -------------------------
William B. Sansom
By: Clyde A. Billings, Jr. November 17, 1999
----------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Table No.
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<S> <C>
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, 1997 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit
3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of October
20, 1998, 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 10-23-98 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.
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First Tennessee National Corporation Exhibit 5
165 Madison Avenue, 3rd Floor
Memphis, TN 38103 Clyde A. Billings, Jr.
Phone: (901) 523-5679 Senior Vice President &
FAX (901) 523-4248 Counsel
cbillings@ bdbc.com
November 17, 1999
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 7,000,000 additional shares
of common stock, par value $0.625 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 October 20, 1998, (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 are granted to them pursuant to
the terms of the First Tennessee National Corporation 1997 Employee Stock Option
Plan, as amended and restated (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. An additional 7,000,000 Shares (or in the aggregate, with all
other Shares previously authorized, adjusted for stock splits,
17,200,000 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.
1
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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 into the registration statement (on Form S-8)
pertaining to the First Tennessee National Corporation 1997 Employee Stock
Option Plan of our report dated January 19, 1999, incorporated by reference in
First Tennessee National Corporation's Form 10-K for the year ended December 31,
1998, and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Memphis, Tennessee
November 17, 1999
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EXHIBIT 24
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. ROSENGARTEN, 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 7,000,000
additional shares of the Corporation's Common Stock, par value $0.625 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 29, 1999
- ---------------------------- and Chief Executive Officer and a
Ralph Horn Director (principal executive officer)
Elbert L. Thomas Executive Vice President and October 29, 1999
- ---------------------------- Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen Senior Vice President and October 29, 1999
- ---------------------------- Corporate Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg Director October 29, 1999
- ----------------------------
Robert C. Blattberg
Carlos H. Cantu Director October 29, 1999
- ----------------------------
Carlos H. Cantu
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<S> <C> <C>
George E. Cates Director October 29, 1999
- ----------------------------
George E. Cates
J. Kenneth Glass Director October 29, 1999
- ----------------------------
J. Kenneth Glass
James A. Haslam, III Director October 29, 1999
- ----------------------------
James A. Haslam, III
John C. Kelley, Jr. Director October 29, 1999
- ----------------------------
John C. Kelley, Jr.
- ---------------------------- Director October , 1999
R. Brad Martin
Joseph Orgill, III Director October 29, 1999
- ----------------------------
Joseph Orgill, III
Vicki R. Palmer Director October 29, 1999
- ----------------------------
Vicki R. Palmer
Michael D. Rose Director October 29, 1999
- ----------------------------
Michael D. Rose
William B. Sansom Director October 29, 1999
- ----------------------------
William B. Sansom
</TABLE>
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