<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K
Current report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 23, 1997
FIDELITY NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Georgia 0-22374 58-1416811
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
160 Clairemont Avenue, Decatur, Georgia 30030
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (404) 240-1504
-----------------------------
-1-
<PAGE> 2
Item 5. Other Events
On June 23, 1997, Fidelity National Corporation sold in private
placements for $4,600,000 736,000 shares of its Non-Cumulative 8% Convertible
Preferred Stock, Series A, Stated Value $6.25 per share. Substantially all of
the net proceeds were invested in non-cumulative 8% Convertible Preferred
Stock, stated value $6.25 per share issued by Fidelity National Bank, a wholly
owned subsidiary.
Item 7. (C) Exhibit).
3(A) Articles of Amendment filed June 6, 1997, describing the
Non-Cumulative Eight Percent Convertible Preferred Stock, Series A, of the
Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIDELITY NATIONAL CORPORATION
(Registrant)
By: /s/ James B. Miller, Jr.
----------------------------
James B. Miller, Jr.
Chairman
Date: July 1, 1997
-2-
<PAGE> 1
EXHIBIT 3(A)
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
FIDELITY NATIONAL CORPORATION
DESCRIBING NON-CUMULATIVE EIGHT PERCENT
CONVERTIBLE PREFERRED STOCK, SERIES A
I.
The name of the corporation is FIDELITY NATIONAL CORPORATION.
II.
Pursuant to the authority conferred on the Board of Directors of the
Company by the Articles of Amendment to the Articles of Incorporation of
Fidelity National Corporation, and pursuant to the provisions of Section
14-2-602 of the Georgia Corporation Code, the Board of Directors, by unanimous
written consent dated May 15, 1997, in lieu of a meeting, adopted
resolutions fixing the powers, preferences and rights and the qualifications,
liquidations or restrictions of the Non-Cumulative 8% Convertible Preferred
Stock, Series A, which resolution is as follows:
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors
does hereby provide for the issuance of a series of preferred shares of
the Company, consisting of 4,000,000 shares designated as
"Non-Cumulative 8% Convertible Preferred Stock, Series A" and does
hereby fix and determine the powers, preferences and rights relating
to said Non-Cumulative 8% Convertible Preferred Stock, Series A, as
hereinafter set forth.
The relative powers, preferences and rights granted to the
Non-Cumulative 8% Convertible Preferred Stock, Series A, or the holders
thereof are as follows:
1. Designation. The Non-Cumulative 8% Convertible Preferred
Stock, Series A, shall be designated "Series A Preferred Stock" and
shall have a Stated Value of $6.25 per share. The Series A Preferred
Stock and any other series of preferred stock authorized by the Board
of Directors of this Company are hereinafter collectively referred to
as the "Preferred Stock."
2. Authorized Number. The number of shares constituting the
Series A Preferred Stock shall be 4,000,000 shares.
3. Non-Cumulative Dividends.
(a) The holders of the Series A Preferred Stock
shall be entitled to receive cash dividends payable quarterly in
arrears, out of any funds legally available therefor, payable in
preference and priority to any payment of any distribution on the
Common Stock and on any Preferred Stock of any class or
<PAGE> 2
series ranking junior to the Series A Preferred Stock when and as
declared by the Board of Directors. Each quarterly dividend shall be in
an amount equal to one fourth of the product of (i) Stated Value of the
Series A Preferred Stock times (ii) the Annual Dividend Rate (as
hereinafter defined) and shall be payable for each Dividend Period (as
hereafter defined) to the holders of record of the Series A Preferred
Stock on the first day of each January, April, July and October
immediately following the Dividend Period, on the 15th day of each
January, April, July and October immediately following the Dividend
Period. The first dividend on each share of Series A Preferred Stock
shall be prorated from the date of issuance of such share of Series A
Preferred Stock to the last day of the Dividend Period in which the
Series A Preferred Stock was issued.
(b) The right to dividends on the Series A
Preferred Stock shall not be cumulative, and no right shall accrue to
holders of Series A Preferred Stock by reason of the fact that
dividends on such shares are not declared or paid, in whole or in part,
for any Dividend Period whether or not the earnings and/or capital
surplus of the Company were sufficient to pay the dividend in whole or
in part.
(c) The Annual Dividend Rate shall mean the
annual rate of eight percent (8%).
(d) No distribution shall be paid on any shares
of Common Stock or on shares of Preferred Stock ranking junior to the
Series A Preferred Stock in liquidation, with a record date during a
Dividend Period unless a full dividend has been declared and is payable
or has been paid with respect to all outstanding shares of Series A
Preferred Stock to holders of record thereof during the same Dividend
Period.
(e) A "Dividend Period" is a three calendar
month period commencing on January 1, April 1, July 1 or October 1.
(f) For purposes of this Section 3, unless the
context otherwise requires, "distribution" shall mean the transfer of
cash or property without consideration, whether by way of dividend or
otherwise, payable other than in Common Stock or securities convertible
into Common Stock, or the purchase or redemption of shares of Common
Stock of the Company (other than redemptions made in accordance with
this Articles of Amendment or repurchases of Common Stock held by
employees or consultants of the Company upon termination of their
employment or services pursuant to agreements providing for such
repurchase) for cash or property, including any such transfer, purchase
or redemption by a subsidiary of the Company.
2
<PAGE> 3
4. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary, distributions to the holders of capital stock of the
Company shall be made in the following manner:
(a) The holders of the Series A Preferred Stock
and the holders of any Preferred Stock which ranks pari passu with the
holders of Series A Preferred Stock shall be entitled to receive, prior
and in preference to any distribution of the assets or surplus funds of
the Company to the holders of any other shares of capital stock of the
Company by reason of their ownership of such capital stock, an amount
per outstanding share of Preferred Stock equal to the liquidation
preference ("Liquidation Preference") with respect to each such series
of Preferred Stock, plus all declared but unpaid dividends with respect
to such shares. The Series A Preferred Stock shall have a Liquidation
Preference of $6.25 per share.
(b) If upon the occurrence of such event, the
assets and funds thus distributed among the holders of all series of
the Preferred Stock shall be insufficient to permit the payment to all
such holders of the full preferential amount, then the entire assets
and funds of the Company legally available for distribution shall be
ratably distributed first to the holders of any Series A Preferred
Stock and any series of Preferred Stock which ranks pari passu with the
holders of Series A Preferred Stock, until the entire amount of such
liquidation preference has been distributed, and thereafter ratably
among the holders of any remaining series of Preferred Stock in
proportion to the amount of the respective liquidation preference of
each remaining series of Preferred Stock.
(c) After payment has been made to the holders
of Preferred Stock of the full amounts to which they shall be entitled
as aforesaid, all remaining assets of the Company shall be distributed
ratably on a per share basis among the holders of Common Stock.
5. Optional Redemption by Company.
(a) At any time after the earlier of (i) the
second anniversary of the issuance of the Series A Preferred Stock or
(ii) the last day of a period of ten (10) consecutive trading days
on which the closing price of a share of Common Stock on each such day
shall equal or exceed $10.00 (adjusted in the event of any stock
split, stock dividend, reorganization, merger or other similar
action), the Company may, if it may lawfully do so (upon prior
approval of all required governmental agencies, including the Federal
Reserve Board if applicable) and at the option of the Board of
Directors, from any source of funds legally available therefor, redeem
in whole or in part the Series A Preferred Stock by paying in cash
therefor the sum of $6.25 per share with
3
<PAGE> 4
respect to the Series A Preferred Stock, plus all declared but unpaid
dividends for each share of Series A Preferred Stock (such total amount
is hereinafter referred to as the "Redemption Price").
(b) At least thirty (30) but not more than sixty
(60) days prior to the date fixed for any redemption of the Series A
Preferred Stock (hereinafter referred to as the "Redemption Date"),
written notice shall be mailed, postage prepaid, to each holder of
record of the Series A Preferred Stock to be redeemed, at the post
office address last shown on the records of the Company, or given by
the holder to the Company for the purpose of notice, of the Company's
election to redeem any or all of the then outstanding Series A
Preferred Stock, specifying the Redemption Date, the Redemption Price,
the number of shares to be redeemed from all such holders, the place at
which payment may be obtained and the date on which such holder's
Conversion Rights (as hereinafter defined) as to such shares terminate
and calling upon such holder to surrender to the Company, in the manner
and at the place designated, the certificate or certificates
representing the shares to the Company to be redeemed (the "Redemption
Notice"). On or after the Redemption Date, the Redemption Price of such
shares shall be payable to the order of the person whose name appears
on such certificate or certificates as the owner thereof for the number
of shares of Series A Preferred Stock to be redeemed in the manner and
at the place described in the Redemption Notice. If less than all the
shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares. From
and after the Redemption Date, unless there shall have been a default
in payment of the Redemption Price, all rights of the holders of such
shares as holders of the Series A Preferred Stock of the Company
(except the right to receive the applicable Redemption Price without
interest upon surrender of their certificate or certificates) shall
cease with respect to such shares, and such shares shall not thereafter
be transferred on the books of the Company or deemed to be outstanding
for any purpose whatsoever. If the funds of the Company legally
available for redemption of shares of Series A Preferred Stock
(including, but not limited to, limitations imposed by governmental
agencies, including the Federal Reserve Board) on any Redemption Date
are insufficient to redeem the total number of shares of Series A
Preferred Stock to be redeemed on such date, those funds which are
legally available will be used to redeem the maximum possible number of
such shares ratably among the holders of such shares to be redeemed in
accordance with their respective redemption amounts. The shares of
Series A Preferred Stock not redeemed shall remain outstanding and
entitled to all the
4
<PAGE> 5
rights and preferences provided herein. At any time thereafter when
additional funds of the Company are legally available for the
redemption of shares of Series A Preferred Stock, such funds will
immediately be used to redeem the balance of the shares which the
Company has become obligated to redeem on any Redemption Date but which
it had not redeemed. If less than all of the outstanding shares of
Series A Preferred Stock are to be redeemed, the shares to be redeemed
shall be selected by the Company for redemption by lot or pro rata or
by any other method determined by the Company in its sole discretion to
be equitable.
(c) Upon the Redemption Date, the Company shall
deposit or shall cause to be deposited as a trust fund the applicable
Redemption Price of all shares of the Series A Preferred Stock
designated for redemption in the Redemption Notice and not yet
converted with a bank or trust company, such deposit being for the
benefit of the respective holders of the shares of Series A Preferred
Stock to be redeemed. Any monies so deposited pursuant to this
subsection 5(c) for the redemption of shares of Series A Preferred
Stock which are converted into shares of Common Stock pursuant to
Section 7 hereof shall be returned to the Company forthwith upon such
conversion. Simultaneously, the Company shall deposit irrevocable
instructions and authority with such bank or trust company to pay, on
and after the Redemption Date, the Redemption Price of the Series A
Preferred Stock to the holders thereof upon surrender of their
certificates. The balance of any monies deposited by the Company
pursuant to this subsection 5(c) remaining unclaimed at the expiration
of two (2) months following the Redemption Date shall thereafter be
returned to the Company upon its request; provided, that the holder of
the Series A Preferred Stock to which such monies would be payable
hereunder shall be entitled, upon proof of the holder's ownership of
the Series A Preferred Stock and payment of any bond requested by the
Company, to receive such monies but without interest from the
Redemption Date.
(d) All shares of Series A Preferred Stock
redeemed by the Company shall be retired and canceled and the Board of
Directors shall cause to be taken all action necessary to restore such
shares to the status of authorized but unissued shares of Preferred
Stock.
6. Voting Rights. The holder of each share of Series A
Preferred Stock shall be entitled to the number of votes equal to the
number of shares of Common Stock into which a share of Series A
Preferred Stock could be converted on the record date for the vote or
consent of shareholders and shall have voting rights and powers equal
to the voting rights and powers of the holders of Common Stock. The
holder of each shares of Series A Preferred Stock shall be entitled to
notice of any shareholders' meeting in accordance with the By-Laws of
the
5
<PAGE> 6
Company and shall vote with the holders of the Common Stock upon any
matter submitted to a vote of shareholders and to vote thereon, except
those matters required by law to be submitted to a class vote.
7. Conversion. The holders of the Series A Preferred Stock
shall have conversion rights as follows ("Conversion Rights"):
(a) The Conversion Price shall be $7.19.
Series A Preferred Stock issued on different dates may have different
Conversion Prices.
(b) Each share of Series A Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after
the date of issuance of each such share of Series A Preferred
Stock and prior to the Redemption Date as may have been fixed in any
Redemption Notice, at the office of the Company or any transfer agent
for the Series A Preferred Stock, into Common Stock as more fully
described below. In the event of a call for redemption of shares of
Preferred Stock pursuant to Section 5 hereof, the Conversion Rights
shall terminate at the close of business on the day immediately
preceding the Redemption Date, unless default is made in payment of
the Redemption Price. Each share of Series A Preferred Stock may be
converted into such number of fully paid and nonassessable shares of
Common Stock ("Conversion Ratio") equal to the quotient of (i) $6.25
divided by (ii) the Conversion Price. The Conversion Ratio shall be
subject to the adjustments described below.
(c) No fractional shares of Common Stock shall
be issued upon conversion of Series A Preferred Stock, and any shares
of Series A Preferred Stock surrendered for conversion which would
otherwise result in a fractional share of Common Stock shall be
redeemed for the then fair market value thereof as determined by the
Company's Board of Directors. If more than one share of Series A
Preferred Stock is surrendered for conversion at any one time by the
same holder, the number of full shares of Common Stock to be issued
upon conversion shall be computed on the basis of the aggregate number
of shares of Series A Preferred Stock so surrendered.
(d) Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common
Stock, the holder shall surrender the certificate or certificates
therefor at the office of the Company or of any transfer agent for the
Series A Preferred Stock and shall give written notice to the Company
at such office that it elects to convert the same. The Company shall,
as soon as practicable thereafter, issue and deliver at such office to
such holder of Series A Preferred Stock, or to the nominee or nominees
of the holder, a certificate or certificates for the number of shares
of Common Stock to which the holder shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares of
Series A Preferred Stock to be converted, and the person
6
<PAGE> 7
or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on such date.
8. Adjustments to Conversion Ratio.
(a) If the Company shall at any time subdivide
the outstanding shares of Common Stock into a greater number of shares
of Common Stock (including upon a stock dividend or stock split), the
Conversion Ratio then in effect for each series of Preferred Stock
immediately before that subdivision shall be proportionately increased,
or, if the Company shall at any time combine the outstanding shares of
Common Stock without an equivalent combination of the series of
Preferred Stock (including a reverse stock split), the Conversion Ratio
then in effect for such series of Preferred Stock immediately before
that combination shall be proportionately decreased. Any adjustment
under this subsection 8(a) shall become effective at the time the
subdivision or combination becomes effective.
(b) If the Common Stock issuable on conversion
of the Preferred Stock shall be changed into the same or a different
number of shares of any other class or classes of stock, whether by
capital reorganization, reclassification, or otherwise (other than a
subdivision or combination of shares provided for above), the holder of
the Preferred Stock shall, upon conversion of the Common Stock, be
entitled to receive, in lieu of the Common Stock which the holder would
have become entitled to receive but for such change, a number of shares
of such other class or classes of stock that would have been subject to
receipt by the holder if the holder had exercised the holder's right of
conversion of such series of Preferred Stock immediately before that
change.
(c) If at any time there shall be a capital
reorganization of the Company's Common Stock (other than a subdivision,
combination, reorganization, reclassification or exchange of shares
provided for elsewhere in this Section 8), then, as part of such
reorganization, lawful provision shall be made so that the holder of
each series of Preferred Stock shall thereafter be entitled to receive
upon conversion of such series of Preferred Stock, the number of shares
of stock or other securities or property of the Company, or of the
successor corporation resulting from such reorganization, to which a
holder of the Common Stock deliverable upon conversion of such series
of Preferred Stock would have been entitled on such capital
reorganization, if such series of Preferred Stock had been converted
immediately before the capital reorganization. The provisions of
Sections 7 and 8 shall be applicable after that event as nearly
equivalently as may be practicable.
7
<PAGE> 8
(d) In the event the Company shall declare a
distribution on its Common Stock payable in securities of other
persons, evidences of indebtedness issued by the Company or other
persons, assets (excluding cash dividends or options or rights) not
referred to in subsection 8(a), the holders of each series of Preferred
Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of
Common Stock of the Company into which their shares of Preferred Stock
are convertible as of the record date fixed for the determination of
the holders of Common Stock of the Company entitled to receive such
distribution.
(e) The Company will not, by amendment of its
Articles of Incorporation or through any reorganization,
recapitalization, transfer of assets, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed
or provisions of this Section 8 and shall take all such action as may
be reasonably necessary or appropriate in order to protect the
Conversion Rights of the holders of each series of Preferred Stock
against impairment.
(f) Upon the occurrence of each adjustment or
readjustment of the Conversion Ratio for each series of Preferred
Stock, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of each series of Preferred Stock a
notice setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.
(g) In the event of the establishment by the
Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive
any dividend (other than a cash dividend) or other distribution, any
right to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities or property, or to receive
any other right, the Company shall mail to each holder of each series
of Preferred Stock at least ten (10) days prior to the date specified
therein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend, distribution or rights, and the
amount and character of such dividend, distribution or right.
(h) The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common
Stock solely for the purpose of effecting the conversion of the shares
of each series of Preferred Stock such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion
of all then outstanding shares of Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares
of
8
<PAGE> 9
Preferred Stock, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be
sufficient for such purpose.
(i) Any notices required by the provisions of
this Section 8 to be given to the holders of shares of each series of
Preferred Stock shall be deemed given when deposited in the United
States mail, postage prepaid, and addressed to each holder of record at
the holder's address appearing on the books of the Company.
9. Protective Provisions. So long as shares of any series of
Preferred Stock are outstanding, the Company shall not, without first
obtaining the approval (by vote or written consent, as permitted by
law) of the holders of at least a majority of the shares of that series
of Preferred Stock, voting as a single class:
(i) alter or change the powers, preferences or
rights of the shares of that series of Preferred Stock so as
to affect adversely such shares, except that the amount of the
dividend and the applicable Conversion Ratio may not be
changed without the approval of the holder of such Preferred
Stock; or
(ii) increase the authorized number of shares of
that series of Preferred Stock; or
(iii) create any new class or series of equity
securities having a preference over the Series A Preferred
Stock with respect to dividends or liquidation rights;
provided, that the Company may create any new classes or
series of Preferred Stock which is (are) pari passu with the
Series A Preferred Stock without obtaining any approval of the
holders of the outstanding Series A Preferred Stock.
9
