SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TBC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0600670
(State of Incorporation) (I.R.S. Employer Identification No.)
TBC CORPORATION
4770 Hickory Hill Road
Memphis, Tennessee 38141
(Address, including zip code, of
registrant's principal executive offices)
TBC CORPORATION
2000 STOCK OPTION PLAN
(Full title of the plan)
Sharen Swartz Neuhardt, Esq.
Thompson Hine & Flory LLP
2000 Courthouse Plaza NE
Dayton, Ohio 45402
(937) 443-6705
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered (1)(2) Share (3) Price (3) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value
per share (2) 2,000,000 $4.65 $9,300,000 $2,456
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of shares of
Common Stock that may be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
(2) There are also being registered hereunder an equal number of Rights to
Purchase Series A Junior Participating Preferred Stock, which are currently
attached to and transferrable only with the shares of Common Stock
registered hereby.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices reported on the Nasdaq National Market on October 25, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated herein by reference as of their
respective dates of filing:
(a) The Annual Report of TBC Corporation (the "Company") on Form 10-K
for the fiscal year ended December 31, 1999, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000, filed pursuant to Section 13(a)
of the Exchange Act.
(c) The Company's Current Report on Form 8-K, dated June 5, 2000 and
filed on June 8, 2000, Current Report on Form 8-K dated June 5, 2000 and
filed on June 20, 2000, and Form 8-K/A-1, filed on August 21, 2000, filed
pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Company's Common Stock contained in the
Registration Statement filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Thompson Hine & Flory LLP has provided a legal opinion to the Company
with respect to the shares of Common Stock of the Company issuable under the TBC
Corporation 2000 Stock Option Plan and registered hereunder. Sharen Swartz
Neuhardt, a partner of the Firm, is Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
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Article VII of the By-Laws of the Company (incorporated herein by
reference from the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998) sets forth certain rights of directors and officers of the
Company to indemnification against all losses, liabilities, damages and
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement, in connection with any claim, action, suit, or proceeding, including
any action by or in
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the right of the Company, by reason of any act or omission to act as such
director or officer, to the fullest extent permitted by Delaware law.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to a
deductible amount for each claim, to the Company in connection with its
indemnification obligations and to the directors and officers with respect to
certain matters which are not covered by the Company's indemnification
obligations.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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See Index to Exhibits following signature pages.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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, represent a fundamental change in the information set forth in
this 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 the undertakings set forth in
paragraphs (i) and (ii) above 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 with the Securities
and Exchange Commission or furnished to the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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.
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(b) The undersigned registrant hereby further 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 this
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.
SIGNATURES
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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, State of Tennessee, on this 27th day of
October, 2000.
TBC CORPORATION
By /s/ LAWRENCE C. DAY
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Lawrence C. Day
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
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Name Title Date
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/s/ LAWRENCE C. DAY President, Chief Executive October 27, 2000
--------------------- Officer (principal executive
Lawrence C. Day officer) and Director
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/S/ RONALD E. McCOLLOUGH Executive Vice President, October 27, 2000
------------------------ Chief Financial Officer, and
Ronald E. McCollough Treasurer (principal financial
officer)
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*Marvin E. Bruce Chairman of the Board October 27, 2000
*Robert H. Dunlap Director October 27, 2000
*Charles A. Ledsinger, Jr. Director October 27, 2000
*William J. McCarthy Director October 27, 2000
*Richard A. McStay Director October 27, 2000
*Donald Ratajczak Director October 27, 2000
*Robert R. Schoeberl Director October 27, 2000
*Raymond E. Schultz Director October 27, 2000
* The undersigned, by signing his name hereto, executes this
Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.
/s/ LAWRENCE C. DAY
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Lawrence C. Day
Attorney-in-Fact
INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 Certificate of Incorporation of TBC Corporation, Restated
as of August 6, 1987, as amended by Certificate of
Amendment to Restated Certificate of Incorporation dated
April 24, 1992
4.2 Bylaws of TBC Corporation (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 and incorporated herein by reference)
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4.3 TBC Corporation 2000 Stock Option Plan
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP
(23) CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Thompson Hine & Flory LLP [contained
in their opinion filed as Exhibit 5.1]
(24) POWERS OF ATTORNEY
24.1 Powers of Attorney of each person
whose signature on this registration
statement was signed by another pursuant
to a power of attorney
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