<PAGE> 1
As filed with the Securities and Exchange Commission on October 6, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANKLIN FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 62-1376024
- ----------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
230 Public Square, Franklin, Tennessee 37064
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(Address of Principal Executive Offices) (Zip Code)
FNB 2000 STOCK PURCHASE PLAN
----------------------------
(Full Title of the Plan)
Richard E. Herrington, President
Franklin Financial Corporation
230 Public Square
Franklin, Tennessee 37064
(615) 790-2265
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(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3643
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
- ------------------- ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of no par
value Common Stock 100,000 $6.94 $694,000 $205
Shares
</TABLE>
- ---------------
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, 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 part hereof from the date of
filing such documents:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998;
3. The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1998; and
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on
April 30, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Bylaws provide that in actions other than in the right of
the Company, the Company indemnifies directors and officers of the Company
against costs, charges, expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interest of the Company.
The indemnification provisions contained in the Company's Bylaws are
substantially coextensive with the provisions of Sections 48-18-501 to
48-18-509 of the Tennessee Business Corporation Act, which sets forth the
applicable terms, conditions and limitations governing the indemnification of
officers, directors and other persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this item is required.
II-2
<PAGE> 3
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
4.1 FNB 2000 Stock Purchase Plan.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Heathcott & Mullaly, P.C.
23.3 Consent of Smith, Gambrell & Russell, LLP (contained in
their opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to
this Registration Statement).
</TABLE>
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
to include any additional or changed information on the plan of
distribution;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, to treat each such amendment as a new
registration statement of the securities offered, and the offering of
such securities at that time shall be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end 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 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 the 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
II-3
<PAGE> 4
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.
II-4
<PAGE> 5
SIGNATURES
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 Franklin, State of Tennessee, on this 15th day
of September, 1998.
FRANKLIN FINANCIAL CORPORATION
By: /s/ Richard E. Herrington
---------------------------------------
Richard E. Herrington
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gordon E. Inman and Richard E.
Herrington and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him, in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
including a Registration Statement filed under Rule 462(b) of the Securities
Act of 1933, as amended, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Herrington President, Chief September 15, 1998
- ----------------------------------- Executive Officer and
Richard E. Herrington Director (Principal
Executive and Financial
Officer)
/s/ Lisa Musgrove Principal Accounting September 15, 1998
- ----------------------------------- Officer
Lisa Musgrove
/s/ Gordon E. Inman Chairman of the Board September 15, 1998
- -----------------------------------
Gordon E. Inman
/s/ Charles R. Lanier Director September 15, 1998
- -----------------------------------
Charles R. Lanier
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ D. Wilson Overton Director September 15, 1998
- -----------------------------------
D. Wilson Overton
/s/ Edward M. Richey Director September 15, 1998
- -----------------------------------
Edward M. Richey
/s/ Edward P. Silva Director September 15, 1998
- -----------------------------------
Edward P. Silva
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ------------------------------------------
<S> <C>
4.1 FNB 2000 Stock Purchase Plan.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Heathcott & Mullaly, P.C.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
FRANKLIN FINANCIAL CORPORATION
FNB 2000 STOCK PURCHASE PLAN
1. Purpose. The purpose of the Franklin Financial Corporation FNB 2000
Stock Purchase Plan (the "Plan") is to encourage and enable eligible
employees of Franklin Financial Corporation (the "Company") and any of
its subsidiaries to acquire proprietary interests in the Company
through the ownership of Common Stock of the Company. The Company
believes that employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as
stockholders to participate in the Company's growth and earnings. It
is not the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Definitions. The following words or terms have the following meanings:
(a) "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board.
(b) "Builder Bucks$" means credits earned by Eligible Employees
pursuant to their participation in the Company's FNB 2000
"Building Relationships for the Future" program.
(c) "Committee" shall mean the Stock Option Committee of the
Board of Directors of the Company.
(d) "Company" shall mean Franklin Financial Corporation, a
Tennessee corporation.
(e) "Eligible Employee" shall mean a person regularly employed by
the Company or a Subsidiary (or any predecessor) during the
term of the Plan; provided, however, that the Board of
Directors may exclude the employees of any specified
Subsidiaries from participating in the Plan.
(f) "Fair Market Value" shall mean the closing sales price of the
Stock as quoted on the over-the-counter market or if the Stock
is not on such date listed on the over-the-counter market, on
the principal market in which such Stock is traded on such
date; provided, however, that if the Stock is not actively
traded on any market which reports closing sales prices, Fair
Market Value shall mean the arithmetic mean of the bid and
asked prices for the Stock; provided further that if the
Stock is not traded, Fair Market Value shall be determined by
the Committee.
(g) "Plan" shall mean this Franklin Financial Corporation FNB 2000
Stock Purchase Plan.
(h) "Purchase Date" means the date on which an Eligible Employee
makes an election to purchase Common Stock and authorizes the
redemption of Builder Buck$ therefor.
(i) "Shares", "Stock" or "Common Stock" shall mean shares of the
no par value Common Stock of the Company.
<PAGE> 2
(j) "Subsidiary" shall mean any corporation, if the Company owns
or controls, directly or indirectly, more than 50 percent of
the voting stock of such corporation.
3. Shares Reserved for Plan. The Shares of the Company's Common Stock to
be sold to Eligible Employees under the Plan may, at the election of
the Company, be either treasury shares or shares originally issued for
such purpose. The maximum number of Shares which shall be reserved and
made available for sale under the Plan shall be 100,000.
In the event of a subdivision, combination or reclassification
of the Company's Shares, the maximum number of Shares which may
thereafter be issued and sold under the Plan and the number of Shares
subject to options to purchase at the time of such subdivision,
combination or reclassification will be proportionately increased or
decreased, and such other action will be taken as in the opinion of the
Board of Directors is appropriate under the circumstances.
4. Administration of the Plan. Except as otherwise provided herein, the
Plan shall be administered by the Committee. The Committee shall be
vested with full authority to make, administer and interpret such
equitable rules and regulations regarding the Plan as it may deem
advisable. Except as otherwise provided herein, any determination,
decision or action of the Committee in connection with the
construction, interpretation, administration or application of the
Plan shall be final, conclusive and binding upon all Eligible
Employees and any and all persons claiming under or through an
Eligible Employee.
The Committee may act by a majority vote at a regular or
special meeting of the Committee or by decision reduced to writing and
signed by a majority of the members of the Committee without holding a
formal meeting. Vacancies in the membership of the Committee shall be
filled by the Board of Directors.
The Committee may request that the management of the Company
appoint a "Plan Administrator" to carry out the administrative and
ministerial functions necessary to implement the determinations,
decisions and actions of the Committee with respect to the Plan.
5. Participation in the Plan. An Eligible Employee may purchase Shares
pursuant to the Plan by completing the form provided by the Company
for such purpose and filing it with the Plan Administrator, along with
payment of the Purchase Price therefor (or such other person as may be
designated by the Company on such form) prior to the termination of
the Plan and in accordance with instructions provided by the Company.
6. Purchase Price. The purchase price for Shares purchased pursuant to
the Plan shall be payable only with Builder Buck$ and will be an
amount equal to 85% of the Fair Market Value of the Stock on the
Purchase Date, or if no Shares were traded on that day, on the last
day prior thereto on which Shares were traded.
7. Limitations Of Number Of Shares Which May Be Purchased. The following
limitations shall apply with respect to the number of Shares for which
each Eligible Employee may purchase under the Plan:
(1) No Eligible Employee may purchase Shares under the Plan if
such Eligible Employee immediately after such Shares are
purchased, owns stock or holds options to purchase
<PAGE> 3
stock possessing in the aggregate five percent (5%) or more
of the total combined voting power or value of the capital
stock of the Company or of any Subsidiary; and
(2) No Eligible Employee may purchase Shares under the Plan (i)
in increments of less than ten (10) shares or (ii) which
exceeds in any one calendar year $25,000 of the fair market
value of such Stock (determined on the Purchase Date).
8. Delivery. As promptly as practicable after payment of the Purchase
Price the Company will deliver to each participant, a stock certificate
representing the Shares so purchased. Such Shares will be registered in
the name of the applicable Eligible Employee.
9. Designation of Beneficiary. A participant may file a written
designation of a beneficiary who is to receive any Shares to the
participant's credit under the Plan in the event of such participant's
death prior to delivery to him of such Shares. Such designation of
beneficiary may be changed by the participant at any time by written
notice. Upon the death of a participant and upon receipt by the Company
of proof of the identity and existence at the participant's death of a
beneficiary validly designated by him under the Plan, the Company shall
deliver such Shares to such beneficiary. In the event of the death of a
participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's death,
the Company shall deliver such Shares to the executor or administrator
of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company) the
Company shall deliver such Shares to the applicable court having
jurisdiction over the administration of such estate. No designated
beneficiary shall, prior to the death of the participant by whom he has
been designated, acquire any interest in the Shares credited to the
participant under the Plan.
10. Rights As Stockholder. An Eligible Employee who has earned Builder
Buck$ shall have no rights as a stockholder of the Company until such
time as Shares are actually purchased by the Eligible Employee in
accordance with the terms of the Plan.
11. Governmental Approvals or Consents. The Plan and any offerings and
sales to Eligible Employees under it are subject to any governmental
approvals or consents that may be or become applicable in connection
therewith. The Board of Directors of the Company may make such changes
in the Plan and include such terms in any offering under the Plan as
may be necessary or desirable, in the opinion of counsel, so that the
Plan will comply with the rules and regulations of any governmental
authority.
12. Amendment or Termination. The Board of Directors of the Company may at
any time terminate or amend the Plan. No such termination shall affect
Shares previously purchased.
13. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received by the General Counsel of the Company or
when received in the form specified by the Company at the location, or
by the person, designated by the Company for the receipt thereof.
<PAGE> 1
EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL, LLP
ATTORNEYS AT LAW
Telephone SUITE 3100, PROMENADE II WEBSITE
(404) 815-3500 1230 PEACHTREE STREET, N.E. WWW.SGRATL.COM
Facsimile ATLANTA, GEORGIA 30309-3592
(404) 815-3509
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ESTABLISHED 1893
September 30, 1998
Franklin Financial Corporation
230 Public Square
Franklin, Tennessee 37064
RE: Franklin Financial Corporation
Registration Statement on Form S-8
100,000 Shares of no par value
Common Stock
FNB 2000 Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel for Franklin Financial Corporation (the
"Company") in connection with the registration of 100,000 shares of its no par
value Common Stock (the "Shares") reserved to the Company's FNB 2000 Stock
Purchase Plan (the "Plan"), pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Charter of the Company, certified by the Secretary of State
of the State of Tennessee;
(2) The Bylaws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company; and
(4) The Registration Statement, including all exhibits thereto.
<PAGE> 2
Franklin Financial Corporation
September 30, 1998
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
the Shares covered by the Registration Statement have been legally authorized
and when issued in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
Robert T. Molinet
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Franklin Financial Corporation on Form S-8 of our report dated
February 16, 1998, appearing in the Annual Report on Form 10-KSB of Franklin
Financial Corporation for the year ended December 31, 1997. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/S/ DELOITTE & TOUCHE LLP
Nashville, Tennessee
October 1, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement, relating to 100,000 shares of common stock of Franklin Financial
Corporation, on Form S-8 of our report dated March 13, 1997, included in
Franklin Financial Corporation's Annual Report on Form 10- KSB for the year
ended December 31, 1997, and to all references to our Firm included in this
Registration Statement and related Prospectus.
/S/ HEATHCOTT & MULLALY, P.C.
Brentwood, Tennessee
October 2, 1998
