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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FRANKLIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1376024
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
230 PUBLIC SQUARE
FRANKLIN, TENNESSEE 37064
TELEPHONE: (615) 790-2265
(Address, including zip code, of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(B) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(C), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(G) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(D), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, no par value per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of 10,000,000
shares of common stock, no par value per share ("Common Stock").
The holders of Common Stock are entitled to elect the members of the
Board of Directors of the Company and such holders are entitled to vote as a
class on all matters required or permitted to be submitted to the shareholders
of the Company.
No holder of any class of stock of the Company has preemptive rights
with respect to the issuance of shares of that or any other class of stock and
the Common Stock is not entitled to cumulative voting rights with respect to the
election of directors. Each shareholder is entitled to one vote per share on any
issue requiring a vote at any meeting.
The holders of Common Stock are entitled to dividends and other
distributions if, as, and when declared by the Board of Directors out of assets
legally available therefor. Upon the liquidation, dissolution or winding up of
the Company, the holder of each share of Common Stock will be entitled to share
equally in the distribution of the Company's assets. The holders of Common Stock
are not entitled to the benefit of any sinking fund provision. The shares of
Common Stock of the Company are not subject to any redemption provisions, nor
are they convertible into any other security or property of the Company. All
outstanding shares of each class of Common Stock are fully paid and
nonassessable.
REQUIREMENTS FOR SUPERMAJORITY APPROVAL OF TRANSACTIONS
The Company's Charter contains provisions requiring a supermajority
stockholder approval to effect certain extraordinary corporate transactions
which are not approved by the Board of Directors. The Charter requires the
affirmative vote or consent of the holders of at least two-thirds (66-2/3%) of
the shares of each class of Common Stock of the Company entitled to vote in
elections of directors to approve any merger, consolidation, disposition of all
or a substantial part of the assets of the Company or a subsidiary of the
Company, exchange of securities requiring stockholder approval or liquidation of
the Company ("Covered Transaction"), if any person who together with his
affiliates and associates owns beneficially 5% or more of any voting stock of
the Company ("Interested Person") is a party to the transaction; provided that
three-fourths (75%) of the entire Board of Directors of the Company has not
approved the transaction. In addition, the Charter requires the separate
approval by the holders of a majority of the shares of each class of stock of
the Company entitled to vote in elections of directors which are not
beneficially owned, directly or indirectly, by an Interested Person, of any
merger, consolidation, disposition of all or a substantial part of the assets of
the Company or a subsidiary of the Company, or exchange of securities requiring
stockholder approval ("Business Combination"), if an Interested Person is a
party to such transaction; provided, that such approval is not required if (a)
the consideration to be received by the holders of the stock of the Company
meets certain minimal levels determined by a formula under the Charter
(generally the highest price paid by the Interested Person for any shares which
he has acquired), (b) there has been no reduction in the average dividend rate
from that which was obtained prior to the time the Interested Person became
such, and (c) the consideration to be received by shareholders who are not
Interested Persons shall be paid in cash or in the same form as the Interested
Person previously paid for shares of such class of stock. These articles of the
Company's Charter may be amended, altered, or repealed only by the affirmative
vote or consent of the holders of at least 75% of the shares of each class of
stock of the Company entitled to vote in elections of directors.
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The effect of these provisions is to make it more difficult for a
person, entity or group to effect a change in control of the Company through the
acquisition of a large block of the Company's voting stock.
ITEM 2. EXHIBITS
The following exhibits are incorporated by reference into this
Registration Statement. The exhibits which are denominated by an asterisks (*)
were previously filed as a part of, and are hereby incorporated by reference
from (i) a Registration Statement on Form S-18 under the Securities Act of 1933
for the Company, Registration No. 33-2732-A (referred to as "S-18"); (ii)
Amendment No. 1 to the Registration Statement on Form S-18 under the Securities
Act of 1933 for the Company, Registration Statement No. 33-2732-A (referred to
as "Amendment No. 1 to S-18"); or (iii) the Company's Annual Report on Form
10-KSB for the year ended December 31, 1997 (referred to as "1997 10-KSB").
Except as otherwise indicated, the exhibit numbers correspond to the exhibit
numbers in the referenced document.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
3.1* Amended and Restated Charter dated February 16, 1989 (S-18,
Exhibit 3.2)
3.1.1* Articles of Amendment dated May 20, 1997 (1997 10-KSB, Exhibit
3.2.1)
3.2* Bylaws Adopted December 30, 1988 (S-18, Exhibit 3.3)
4.1* Form of certificate representing shares of Common Stock of
Franklin Financial Corporation (Amendment No. 1 to S-18)
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
FRANKLIN FINANCIAL CORPORATION
By: /s/ Richard E. Herrington
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Richard E. Herrington
Its: President and Chief Executive Officer
Date: April 29, 1998
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