As filed with the Securities and Exchange Commission on July 21, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of Principal Executive Offices) (Zip Code)
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First Union Employee Retention Stock Plan
(Full title of the plan)
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Mark C. Treanor, Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6375
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered (2) registered per share (1) offering price (1) fee (1)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (including 25,000,000 shs. $26.375 $659,375,000 $174,075
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
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(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, the
registration fee is being computed based on $26.375, the average of the high and
low sales prices of First Union Corporation common stock reported on the New
York Stock Exchange Composite Transactions tape on July 17, 2000.
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by First Union Corporation (the "Corporation") are incorporated by
reference in this Registration Statement:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999;
(ii)the Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(iii)the Corporation's Current Reports on Form 8-K dated as of March
10, 2000, June 26, 2000 and July 7, 2000.
In addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (including the rules and regulations thereunder, the "Exchange
Act") 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.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under the Plan has
been passed upon for the Corporation by Kent S. Hathaway, Esq., Senior Vice
President and Deputy General Counsel of the Corporation. Mr. Hathaway owns
shares of Common Stock and holds options to purchase additional shares of Common
Stock.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act (the "NCBCA"), contain specific provisions relating to
indemnification of directors and officers of North Carolina corporations. In
general, the statute provides that (i) a corporation must indemnify a director
or officer against reasonable expenses who is wholly successful in his defense
of a proceeding to which he is a party because of his status as such, unless
limited by the articles of incorporation,
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and (ii) a corporation may indemnify a director or officer if he is not wholly
successful in such defense, if it is determined as provided in the statute that
the director or officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or liable on the basis of
receiving a personal benefit, the corporation may not indemnify him. The statute
also permits a director or officer of a corporation who is a party to a
proceeding to apply to the courts for indemnification, unless the articles of
incorporation provide otherwise, and the court may order indemnification under
certain circumstances set forth in the statute. The statute further provides
that a corporation may in its articles of incorporation or bylaws or by contract
or resolution provide indemnification in addition to that provided by the
statute, subject to certain conditions set forth in the statute.
The Corporation's Bylaws provide for the indemnification of the
Corporation's directors and executive officers by the Corporation against
liabilities arising out of his status as such, excluding any liability relating
to activities which were at the time taken known or believed by such person to
be clearly in conflict with the best interests of the Corporation.
The Corporation's Articles of Incorporation provide for the elimination
of the personal liability of each director of the Corporation to the fullest
extent permitted by the provisions of the NCBCA, as the same may from time to
time be in effect.
The Corporation maintains directors and officers liability insurance,
which provides coverage of up to $200,000,000, subject to certain deductible
amounts. In general, the policy insures (i) the Corporation's directors and
officers against loss by reason of any of their wrongful acts, and/or (ii) the
Corporation against loss arising from claims against the directors and officers
by reason of their wrongful acts, all subject to the terms and conditions
contained in the policy.
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Item 8. Exhibits.
Exhibit No. Description
----------- -----------
(3)(a) -Restated Articles of Incorporation of the Corporation.
(Incorporated by reference to Exhibit (4) to the Corporation's
1998 Third Quarter Report on Form 10-Q.)
(3)(b) -Bylaws of the Corporation, as amended. (Incorporated by
reference to Exhibit (3)(b) to the Corporation's 1995 Annual
Report on Form 10-K.)
(4)(a) -Shareholder Protection Rights Agreement, as amended and
restated. (Incorporated by reference to Exhibit (4) to the
Corporation's Current Report on Form 8-K dated October 16,
1996.)
(4)(b) -All instruments defining the rights of holders of long-term
debt of the Corporation and its subsidiaries. (Not filed
pursuant to (4)(iii) of Item 601(b) of Regulation S-K; to be
furnished upon request of the Commission.)
(5) -Opinion of Kent S. Hathaway, Esq.
(23)(a) -Consent of KPMG LLP.
(23)(b) -Consent of Kent S. Hathaway, Esq. (Included in Exhibit (5).)
(24) -Power of Attorney.
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Item 9. Undertakings.
(a) Rule 415 offering.
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 (as amended, the "Securities Act");
(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,
represent 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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
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(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) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities 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, as
amended, 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 Charlotte, State of North Carolina, on July 21,
2000.
FIRST UNION CORPORATION
By: /s/ Kent S. Hathaway
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Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Edward E. Crutchfield * Chairman and Director
--------------------------------
Edward E. Crutchfield
G. Kennedy Thompson* President and Chief
---------------------------------- Executive Officer and Director
G. Kennedy Thompson
Robert T. Atwood * Executive Vice President
-------------------------------- and Chief Financial Officer
Robert T. Atwood
James H. Hatch * Senior Vice President and
-------------------------------- Corporate Controller
James H. Hatch (Principal Accounting Officer)
Edward E. Barr* Director
--------------------------------
Edward E. Barr
G. Alex Bernhardt* Director
---------------------------------
G. Alex Bernhardt
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Erskine B. Bowles* Director
--------------------------------
Erskine B. Bowles
W. Waldo Bradley * Director
--------------------------------
W. Waldo Bradley
Robert J. Brown * Director
--------------------------------
Robert J. Brown
Director
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A. Dano Davis
Norwood H. Davis* Director
--------------------------------
Norwood H. Davis
B. F. Dolan * Director
--------------------------------
B. F. Dolan
Roddey Dowd, Sr.* Director
---------------------------------
Roddey Dowd, Sr.
William H. Goodwin, Jr. * Director
--------------------------------
William H. Goodwin, Jr.
Frank M. Henry * Director
--------------------------------
Frank M. Henry
James E.S. Hynes* Director
--------------------------------
James E.S. Hynes
Ernest E. Jones* Director
--------------------------------
Ernest E. Jones
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Herbert Lotman* Director
--------------------------------
Herbert Lotman
Radford D. Lovett * Director
--------------------------------
Radford D. Lovett
Mackey J. McDonald* Director
--------------------------------
Mackey J. McDonald
Patricia A. McFate* Director
--------------------------------
Patricia A. McFate
Joseph Neubauer * Director
--------------------------------
Joseph Neubauer
James M. Seabrook* Director
--------------------------------
James M. Seabrook
Ruth G. Shaw * Director
--------------------------------
Ruth G. Shaw
Lanty L. Smith* Director
--------------------------------
Lanty L. Smith
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
------------------------
Kent S. Hathaway
Date: July 21, 2000
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EXHIBIT INDEX
Number Description Location
(3)(a) -Restated Articles of Incorporated by
Incorporation of the reference to Corporation.
Corporation's 1998 Third Quarter
Report on Form 10-Q.
(3)(b) -Bylaws of the Corporation, Incorporated by reference to
as amended. Exhibit (3)(b) to the
Corporation's 1995 Annual
Report on Form 10-K.
(4)(a) -Shareholder Protection Incorporated by reference to
Rights Agreement, as Exhibit (4)to the
amended and restated. Corporation's Current Report
on Form 8-K dated October
16, 1996.
(4)(b) -All instruments defining Not filed pursuant the
(iii) of Item rights of holders of to (4)
long-term debt of the 601(b) of Regulation S-K; to
Corporation and its be furnished subsidiaries.
upon request of the
Commission.
(5) -Opinion of Kent S. Hathaway, Filed herewith.
Esq.
(23)(a) -Consent of KPMG LLP. Filed herewith.
(23)(b) -Consent of Kent S. Hathaway, Included in Exhibit Esq.
(5).
(24) -Power of Attorney. Filed herewith.
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