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As filed with the Securities and Exchange Commission on October 6, 1998
Registration No. 333-
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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)
1990 STOCK OPTION 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
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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>
Options and Shares of
no par value 8,800,000 $6.94 $61,072,000 $18,017
Common Stock 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
This Registration Statement covers 8,800,000 additional shares of the
no par value Common Stock of Franklin Financial Corporation (the "Company")
issuable pursuant to the Company's 1990 Stock Option Plan, for which a
previously filed Registration Statement on Form S-8 is effective. The contents
of the Company's earlier Registration Statement on Form S-8, File No. 33-92824,
as filed with the Securities and Exchange Commission on May 26, 1995, are
incorporated by reference.
<PAGE> 3
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
4. 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-1
<PAGE> 4
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from a Registration Statement on Form S-8 under the Securities Act of 1933 for
the Registrant, Registration No. 33-92824. The exhibit number corresponds to the
exhibit number in the referenced document.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
*4.1 Registrant's 1990 Incentive Stock Option Plan.
4.1.1 Amendment No. 1 to 1990 Incentive Stock Option Plan.
*4.2 Form of Incentive Stock Option Agreement.
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.
II-2
<PAGE> 5
(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 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-3
<PAGE> 6
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> 7
<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> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------
<S> <C>
4.1.1 Amendment No. 1 to 1990 Incentive Stock Option 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 4.1.1
AMENDMENT NO. 1
1990 INCENTIVE STOCK OPTION PLAN
FRANKLIN FINANCIAL CORPORATION
WHEREAS, the Board of Directors of Franklin Financial Corporation
(the "Company") has previously adopted, and the shareholders of the Company have
approved, the 1990 Incentive Stock Option Plan (the "Plan") pursuant to which
options to purchase stock of the Company may be issued to eligible directors,
officers and key employees of the Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Plan so as to provide for the grant of non-qualified stock options and
to increase the number of shares of common stock available for grant thereunder
to 750,000;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to
the conditions, set forth herein:
ARTICLE I
AMENDMENTS TO PLAN
1.1 The name of the Plan shall be amended to read as follows:
"Franklin Financial Corporation 1990 Stock Option Plan."
1.2 Section 2(a) of the Plan shall be amended by deleting such
section in its entirety and substituting the following section therefor:
"(a) "Agreement" shall mean a stock option agreement
between the Company and an Eligible Employee or Eligible
Participant pursuant to the terms of this Plan."
1.3 Section 2(h) of the Plan shall be amended by deleting such
section in its entirety and substituting the following section therefor:
"(h) "Optionee" shall mean an Eligible Employee or Eligible
Participant having a right to purchase Common Stock
under an Agreement."
1.4 Section 2(i) of the Plan shall be amended by deleting such
section in its entirety and substituting the following section therefor:
"(i) "Option(s)" shall mean the right or rights granted to
Eligible Employees or Eligible Participants to purchase
Common Stock under the Plan."
1.5 Section 2(j) of the Plan shall be amended by deleting such
section in its entirety and substituting the following section therefor:
<PAGE> 2
"(j) "Plan" shall mean this Franklin Financial Corporation
1990 Stock Option Plan."
1.6 The Plan shall be amended by adding thereto the following new
Section 2(n):
"(n) "Eligible Participant" shall mean an Eligible Employee
or a director of the Company or one of its subsidiaries
who is not a regular salaried employee of the Company or
one of its subsidiaries."
1.7 Section 4 of the Plan shall be amended by deleting the first two
sentences thereof in their entirety and substituting the following therefor:
"The shares of the Company's Common Stock to be sold Eligible
Employees and Eligible Participants under the Plan may at the
election of the Board of Directors 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 750,000."
1.8 Section 5 of the Plan shall be amended by deleting the first
paragraph thereof in its entirety and substituting the following new paragraph
therefor:
The Plan shall be administered by the Committee, which shall
consist of not fewer than two (2) members of the Board of
Directors of the Company who shall be appointed by the Board of
Directors. No director shall be appointed or serve on the
Committee and any such appointment or service immediately and
automatically shall terminate, in the event that such person,
during the one year period prior to service on the Committee, or
during such service, has been granted or awarded equity
securities pursuant to the Plan or any other plan of the Company
or any of its affiliates (as such term is defined in the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act")); provided, however, that grants or awards
of equity securities permitted to plan administrators under Rule
16b-3(c)(2) under the Act shall not disqualify a director from
serving on the Committee."
1.9 Section 5 of the Plan shall be amended by deleting the first
sentence of the second paragraph thereof in its entirety and substituting the
following sentence therefor:
"Within the limitations described herein, the Board of Directors
of the Company or the Committee shall administer the Plan, select
the Eligible Employees and Eligible Participants to whom options
will be granted, determine the number of shares to be optioned to
each Eligible Employee and Eligible Participant and interpret,
construe and implement the provisions of the Plan."
<PAGE> 3
1.10 Section 6 of the Plan shall be amended by deleting such section
in its entirety and substituting the following section therefor:
"6. ELIGIBILITY
Options granted pursuant to Section 8 shall be granted only to
Eligible Employees. Options granted pursuant to Section 12 shall
be granted only to Eligible Participants."
1.11 The Plan shall be amended by adding thereto the following new
Section 12:
"12. NON-QUALIFIED OPTIONS
The Committee may grant to Eligible Participants options
under the Plan which are not qualified incentive stock options under
the provisions of Section 422 of the Code. Such non-qualified options
shall be evidenced by Agreements in such form and not inconsistent
with this Plan as the Committee shall approve from time to time,
which Agreements shall contain in substance the same terms and
conditions as set forth in Section 8 hereof with respect to qualified
incentive options; provided, however, that the limitations set forth
in Sections 8(a) and 8(c) shall not be applicable to non-qualified
options."
ARTICLE ARTICLE II
EFFECTIVE DATE OF AMENDMENTS
2.1 The amendments effected hereby shall be effective
for options granted under the Plan to Eligible Participants who are not Eligible
Employees on or after the date this amendment is approved by the Board of
Directors of the Company, but subject to approval of a majority of the shares of
Common Stock of the Company entitled to vote thereon represented in person and
by proxy at a meeting of shareholders. In the event shareholder approval of
adoption of this amendment is not obtained within twelve months of the date this
amendment is approved by the Board of Directors of the Company, then any option
granted in the intervening period to Eligible Participants who are not Eligible
Employees shall be void.
<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
--------
ESTABLISHED 1893
September 30, 1998
Franklin Financial Corporation
230 Public Square
Franklin, Tennessee 37064
RE: Franklin Financial Corporation
Registration Statement on Form S-8
8,800,000 Shares of no par value
Common Stock
1990 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Franklin Financial Corporation (the
"Company") in connection with the registration of 8,800,000 shares of its no par
value Common Stock (the "Shares") reserved to the Company's 1990 Stock Option
Plan, as amended (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 8,800,000 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
