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As filed with the Securities and Exchange Commission on December 6, 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
2000 NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities to Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
be Registered Offering Price per Share(1) Aggregate Offering Fee (1)
Price(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and 400,000 $31.19 $12,476,000 $3,294
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 29, 1999.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by First Tennessee National Corporation
("FTNC" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 and Amendment No.1 thereto on Form 10-K/A,
filed June 29, 1999.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(c) The description of Registrant's common stock contained in
Registrant's registration statement on Form 8-A, filed July
26, 1999, and any amendment or report filed for the purpose of
updating such description.
(d) The description of Registrant's shareholder protection rights
contained in Registrant's registration statement on Form 8-A,
filed October 23, 1998, and 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 $0.625 par value common stock
of 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.
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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 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, 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 October 23, 1998 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;
Notwithstanding the foregoing,
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any increase or decrease in the volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective 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;
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 December 6, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Ralph Horn* Chairman of the Board, President December 6, 1999
- ----------------------------- and Chief Executive Officer
Ralph Horn (principal executive officer)
and a Director
Elbert L. Thomas, Jr.* Executive Vice President December 6, 1999
- ----------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President and December 6, 1999
- ----------------------------- Corporate Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg* Director December 6, 1999
- -----------------------------
Robert C. Blattberg
Carlos H. Cantu* Director December 6, 1999
- -----------------------------
Carlos H. Cantu
George E. Cates* Director December 6, 1999
- -----------------------------
George E. Cates
J. Kenneth Glass* Director December 6, 1999
- -----------------------------
J. Kenneth Glass
James A. Haslam, III* Director December 6, 1999
- -----------------------------
James A. Haslam, III
John C. Kelley, Jr.* Director December 6, 1999
- ----------------------------
John C. Kelley, Jr.
Director December , 1999
- -----------------------------
R. Brad Martin
</TABLE>
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<TABLE>
<S> <C> <C>
Joseph Orgill, III* Director December 6, 1999
- -----------------------------
Joseph Orgill, III
Vicki R. Palmer* Director December 6, 1999
- -----------------------------
Vicki R. Palmer
Michael D. Rose* Director December 6, 1999
- ------------------------------
Michael D. Rose
William B. Sansom* Director December 6, 1999
- ------------------------------
William B. Sansom
By: Clyde A. Billings, Jr. December 6, 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 October 23, 1998 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.
</TABLE>
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Exhibit 5
Clyde A. Billings, Jr.
Senior Vice President and Counsel
First Tennessee National Corporation
165 Madison Avenue, 3rd Floor
Memphis, TN 38103
Phone: (901) 523-5679
Fax: (901) 523-4248
[email protected]
December 6, 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 400,000 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 non-employees directors of the Company upon the valid
exercise of stock options that may be granted to them pursuant to the terms of
the First Tennessee National Corporation 2000 Non-Employee Directors' Deferred
Compensation 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. 400,000 Shares have been duly authorized for issuance pursuant
to the terms of the Plan, which Plan has been duly adopted.
1
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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.
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
<PAGE> 1
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 2000 Non-Employee
Directors' Deferred Compensation 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
December 6, 1999
<PAGE> 1
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 400,000 shares
of the Corporation's Common Stock, par value $0.625 per share, pursuant to the
First Tennessee National Corporation 2000 Non-Employee Directors' Deferred
Compensation 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, Jr. 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
</TABLE>
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<PAGE> 2
<TABLE>
<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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