<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 2000
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
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1376024
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
230 Public Square, Franklin, Tennessee 37064
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
2000 STOCK OPTION PLAN
------------------------
(Full Title of the Plan)
Richard E. Herrington, President
Franklin Financial Corporation
230 Public Square
Franklin, Tennessee 37064
(615) 790-2265
-----------------------
(Name, address, telephone number, including
area code, of agent for service)
-----------------------
Copies Requested to:
Robert C. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3758
================================================================================
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 Share(1) Price(1) Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Options and shares of
no par value Common 1,875,000 $11.50 $21,562,500 $5,391
Stock Shares
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 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-K for the fiscal year ended
December 31, 1999;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000; and
5. 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 shall indemnify a director or officer of the Company
against costs, charges, expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such director
or officer in connection with any action, suit or proceeding if he or she acted
in good faith and in a manner which he or she 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> 3
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP
10.1 2000 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 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 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;
(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.
(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.
II-2
<PAGE> 4
(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> 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 19th day of
December, 2000.
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 or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him or her, in his or her
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 or she
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 Executive December 19, 2000
------------------------------------ Officer and Director
Richard E. Herrington (principal executive and
financial officer)
/s/ Lisa Musgrove Senior Vice President and December 19, 2000
------------------------------------ Chief Financial Officer
Lisa Musgrove (principal accounting officer)
/s/ Gordon E. Inman Chairman of the Board December 19, 2000
--------------------------------------------
Gordon E. Inman
/s/ Charles R. Lanier Director December 19, 2000
--------------------------------------------
Charles R. Lanier
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ James W. Cross, IV Director December 19, 2000
--------------------------------------------
James W. Cross, IV
/s/ D. Wilson Overton Director December 19, 2000
--------------------------------------------
D. Wilson Overton
/s/ Edward M. Richey Director December 19, 2000
--------------------------------------------
Edward M. Richey
/s/ Melody J. Smiley Director December 19, 2000
--------------------------------------------
Melody J. Smiley
/s/ Edward P. Silva Director December 19, 2000
--------------------------------------------
Edward P. Silva
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP
10.1 2000 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
</TABLE>
