<PAGE> 1
As filed with the Securities and Exchange Commission on May 14, 1996
REGISTRATION NO. ____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
FRANKLIN BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-163261
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1722 I (Eye) Street, N.W. 20006
Washington, D.C. (Zip Code)
(Address of Principal
Executive Offices)
</TABLE>
FRANKLIN BANCORPORATION, INC.
STOCK OPTION AGREEMENT FOR WILLIAM J. RIDENOUR
(Full title of the plan)
Robert P. Pincus Charles A. Sweet, Esq.
President Williams & Connolly
Franklin Bancorporation, Inc. 725 - 12th Street, N.W.
1722 I (Eye) Street, N.W. Washington, D.C. 20005
Washington, D.C. 20006 (202) 434-5000
(Name and address of agent (Copy to)
for service)
(202) 429-9888
(Telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 11,300(1) $3.24 $36,612.00 $100.00
$0.10 par value
===============================================================================================================
</TABLE>
(1) The Franklin Bancorporation, Inc. Stock Option Agreement for William J.
Ridenour (the "Plan") authorizes the issuance of a maximum of 11,300
shares of common stock, $0.10 par value ("Common Stock"), all of which
are being registered hereunder. All 11,300 shares of Common Stock
authorized to be issued under the Plan are subject to outstanding
options granted under the Plan and -0- are available for future grants
thereunder.
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Franklin Bancorporation, Inc. (the "Company"),
Commission File No. 0-20880, are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 filed with the Commission on March
29, 1996.
(b) The description of the Company's common stock, par
value $.10, contained in the Company's Registration Statement on Form
S-4, filed with the Commission on August 24, 1994, as amended by
Amendment No. 1 thereto filed with the Commission on October 24, 1994
and Amendment No. 2 thereto filed with the Commission on November 1,
1994, as declared effective by the Commission on November 3, 1994 and
all amendments and reports subsequently filed for the purpose of
updating that description.
In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby 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 a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interest of the
corporation. Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party
2
<PAGE> 3
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was
unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 of the GCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify against
such liability under Section 145.
The Certificate of Incorporation and Bylaws of the Company provide for
the mandatory indemnification of directors and officers to the full extent
permitted by law.
As permitted by Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company also provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (dealing with unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS.
4.1 -- Franklin Bancorporation, Inc. Stock Option Agreement for
William J. Ridenour.
4.2 -- Article IV of Certificate of Incorporation of Franklin
Bancorporation, Inc. (incorporated by reference from Exhibit 3
to the Company's Registration Statement on Form S-4. Reg. No.
33-46835, filed March 30, 1992 (the "1992 S-4")).
4.3 -- Bylaws of Franklin Bancorporation, Inc. (incorporated by
reference from Exhibit 3 to the 1992 S-4).
5.1 -- Opinion of Williams & Connolly regarding legality of
securities being registered.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Williams & Connolly (included in Exhibit 5.1).
24.1 -- Power of Attorney (included on pages 6-7).
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information required to be included in a post-effective
amendment by those paragraphs and which is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
4
<PAGE> 5
(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 that 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
5
<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 Washington, District of Columbia, on May 8,
1996.
FRANKLIN BANCORPORATION, INC.
By: /s/ ROBERT P. PINCUS
-----------------------------------
Robert P. Pincus
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and
officers of Franklin Bancorporation, Inc., a Delaware corporation (the
"Corporation"), hereby constitute and appoint each of Robert P. Pincus and
Diane M. Begg, with full power of substitution, their true and lawful attorney
and agent to sign the names of the undersigned directors and officers in the
capacities indicated below to the registration statement to which this Power of
Attorney is filed as an exhibit, and all amendments (including post-effective
amendments) and supplements thereto, and all instruments or documents filed as
a part thereof or in connection therewith and to file the same, with all
exhibits thereto, and all other instruments or documents in connection
therewith, with the Securities and Exchange Commission; and each of the
undersigned hereby ratifies and confirms that all said attorney or agent shall
do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature and Title Date
------------------- ----
<S> <C>
/s/ ROBERT P. PINCUS May 8, 1996
- --------------------------------------------------
Robert P. Pincus
President, Chief Executive Officer
and Director (Principal
Executive Officer)
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C>
/s/ DIANE M. BEGG May 8, 1996
- ------------------------------------------
Diane M. Begg
Senior Vice President, Chief Financial
Officer and Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/ GEORGE CHOPIVSKY, JR. May 8, 1996
- ------------------------------------------
George Chopivsky, Jr.
Director
/s/ JOSEPH B. GILDENHORN May 8, 1996
- ------------------------------------------
Joseph B. Gildenhorn
Director
/s/ STEPHEN S. HAAS May 8, 1996
- ------------------------------------------
Stephen S. Haas
Director
/s/ SUSAN B. HEPNER May 8, 1996
- ------------------------------------------
Susan B. Hepner
Director
/s/ GANT REDMON May 8, 1996
- ------------------------------------------
Gant Redmon
Director
/s/ JOSEPH R. SCHUBLE, SR. May 8, 1996
- ------------------------------------------
Joseph R. Schuble, Sr.
Director and Chairman of
the Board of Directors
/s/ JAMES C. STEARNS May 8, 1996
- ------------------------------------------
James C. Stearns
Director
/s/H. PETER LARSON, III May 8, 1996
- ------------------------------------------
H. Peter Larson, III
Director
</TABLE>
7
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C> <C>
4.1 -- Franklin Bancorporation, Inc. Stock Option Agreement for William J.
Ridenour . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 -- Article IV of Certificate of Incorporation of Franklin Bancorporation, Inc.
(incorporated by reference from Exhibit 3 to the Company's Registration
Statement on Form S-4. Reg. No. 33-46835, filed March 30, 1992
(the "1992 S-4")).
4.3 -- Bylaws of Franklin Bancorporation, Inc. (incorporated by reference
from Exhibit 3 to the 1992 S-4).
5.1 -- Opinion of Williams & Connolly regarding legality of securities being
registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
23.1 -- Consent of Price Waterhouse LLP . . . . . . . . . . . . . . . . . . . . . . . . 22
23.2 -- Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . . . . . 24
23.3 -- Consent of Williams & Connolly (included in Exhibit 5.1).
24.1 -- Power of Attorney (included on pages 6-7).
</TABLE>
<PAGE> 1
Exhibit 4.1
<PAGE> 2
September 15, 1995
William J. Ridenour
6119 Queens Brigade Court
Fairfax, VA 22030
Dear Bill:
This letter agreement sets forth the terms of the options, warrants
and rights (together, "GWBC Options") to receive Common Stock of The George
Washington Banking Corporation ("GWBC") which GWBC granted to you prior to the
consummation of the merger (the "Merger") of GWBC into Franklin Bancorporation,
Inc. ("FNBC") pursuant to an Agreement and Plan of Merger dated as of July 13,
1994 (the "Merger Agreement"). Our records show that you are the record holder
("Optionee") of the GWBC Options listed on Schedule A attached to this letter
and made a part hereof.
Your GWBC Options continue to be outstanding, but (i) shares of FNBC
Common Stock will be issued on exercise of each GWBC Option in lieu of GWBC
Common Stock; (ii) the number of shares of FNBC Common Stock to be issued on
exercise of each GWBC Option will be adjusted by multiplying the number of
shares of GWBC Common Stock issuable on exercise of such GWBC Option by 1.130;
and (iii) the exercise price of each GWBC Option will be adjusted by dividing
the exercise price of such GWBC Option by 1.130. The conversion ratio of 1.130
is the "Conversion Ratio" defined in the Merger Agreement.
In accordance with FNBC's established policies regarding its stock
options, the following additional terms and conditions are applicable to each
of your GWBC Options:
1. Option Rights. Subject to the terms and conditions
hereinafter set forth, Optionee has the right to purchase, during the period
specified in paragraph 2 hereof, the number of whole shares of FNBC Common
Stock set forth in the fifth column of Schedule A hereto (such shares of Common
Stock being hereinafter referred to as the "Shares") at a price per Share (the
"Exercise Price") equal to the amount set forth in the sixth column of Schedule
A hereto.
2. Duration of Option. The GWBC Option will be effective
during the period commencing as of the date hereof and ending on the earliest
of (a) the date all of the Shares are purchased pursuant to the terms hereof or
the unexercised portion of the GWBC Option is surrendered to FNBC pursuant to
paragraph 4 hereof, or (b) 5:00 p.m. on the date set forth in the seventh
column of Schedule A hereto. Notwithstanding any other provision hereof,
including, without limitation, the provisions of
<PAGE> 3
William J. Ridenour
September 15, 1995
Pge 2
paragraph 3 hereof, in the event of (w) a merger or consolidation to which FNBC
is a party (other than as the surviving entity, or if FNBC is the surviving
entity, other than any merger or consolidation that results in a change of
ownership of less than fifty percent (50%) of the then-outstanding Common
Stock), (x) any transaction or series of related transactions resulting in the
acquisition of a majority of the outstanding shares of the Common Stock, (y)
any transfer of all or substantially all of the assets of FNBC or (z) FNBC's
liquidation or dissolution, FNBC may, at its option, give Optionee prior
written notice of the effectiveness of any such event and the Optionee may
exercise the GWBC Option (to the extent it is still in effect under this
paragraph 2) and purchase any or all of the Shares on or prior to the last day
specified in such notice by FNBC; to the extent the GWBC Option has not been
exercised, in full, it will expire at 5:00 P.M. on the last day specified in
such notice by FNBC. Upon the expiration of the GWBC Option, the GWBC Option
will have no further force or effect, and Optionee will have no further rights
in or under the GWBC Option or to the Shares which will not have been purchased
by such time.
3. Exercise of Option.
A. During the period that the GWBC Option is effective
and has not expired (in accordance with the terms of paragraph 2 hereof),
Optionee may exercise the GWBC Option at any time after the date hereof,
subject to the limitations contained in this paragraph 3A. Notwithstanding
anything contained in this agreement to the contrary, the GWBC Option may be
exercised not more than twice during any calendar year and only in amounts of
one thousand (1,000) Shares or whole multiples thereof; provided, however, that
such restriction will not apply to the purchase by Optionee of all Shares which
are the subject of the GWBC Option which have not previously been purchased by
Optionee and which Optionee will be otherwise entitled to purchase. The GWBC
Option may be exercised only if compliance with all applicable Federal and
state securities laws can be effected and only by Optionee's completion,
execution and delivery to FNBC of a notice of exercise and "investment letter"
(if required by FNBC) as supplied by FNBC, and the payment to FNBC, as provided
in paragraph 3C hereof, of an amount equal to the amount obtained by
multiplying the Exercise Price by the number of Shares being purchased pursuant
to such exercise, as will be specified by Optionee in such notice of exercise.
[Except in the event of the death of a Optionee, in which event Optionee's
estate, executors or administrators, or personal or legal representatives may
exercise the GWBC Option in accordance with the terms of
- 2 -
<PAGE> 4
William J. Ridenour
September 15, 1995
Pge 3
paragraph 3B hereof,] the GWBC Option or any of the rights thereunder may be
exercised by Optionee only, and may not be transferred or assigned, in whole or
in part, whether voluntarily, involuntarily or by operation of law (including,
without limitation, the laws of bankruptcy, intestacy, descent and distribution
and succession) or on an absolute or contingent basis, unless consented to in
writing by FNBC.
B. In the event of the death of Optionee at any time
while the GWBC Option is effective pursuant to the terms hereof, Optionee's
estate, executors or administrators, or personal or legal representatives will
be entitled, for a period of ninety (90) days following the date of Optionee's
death, to exercise the GWBC Option, but only to the extent that Optionee was
entitled to exercise the GWBC Option on the date of such death. Any person so
desiring to exercise Optionee's GWBC Option will be required, as a condition to
the exercise of the GWBC Option, to furnish to FNBC such documentation as FNBC
will deem satisfactory to evidence the authority of such person to exercise the
GWBC Option on behalf of Optionee. In the event of the exercise of such GWBC
Option by Optionee's estate, executors or administrators, or personal or legal
representatives, all references herein to Optionee will, to the extent
applicable, be deemed to refer to and include such estate, executors or
administrators, or personal or legal representatives, as the case may be.
C. Payment of the aggregate Exercise Price due upon any
exercise of the GWBC Option will be made at the date of exercise by good check
or in such other manner as will then be acceptable to, and permitted by, the
Board of Directors.
D. Upon any exercise of the GWBC Option, or as soon
thereafter as is practicable, FNBC will issue and deliver to Optionee a
certificate or certificates evidencing such number of Shares as Optionee has so
elected to purchase. Such certificate or certificates will be registered in
the name of Optionee and, if applicable, will bear an appropriate investment
warranty legend, any legend required by any Federal or state securities law,
rule or regulation and, if applicable, a legend referring to the restrictions
provided hereunder and any legend required by the General Corporation Law of
the State of Delaware. FNBC shall not be required to issue any fractional
shares of its Common Stock upon any exercise of a GWBC Option.
E. Upon any exercise of the GWBC Option and the issuance
and delivery of such certificate or certificates, Optionee will have all the
right of a stockholder with respect to
- 3 -
<PAGE> 5
William J. Ridenour
September 15, 1995
Pge 4
such Shares and to receive all dividends or other distributions paid or made
with respect thereto; provided, however, that such Shares will be subject to
any applicable Federal or state securities law, rule, regulation or order with
respect to the ownership, sale or disposition by Optionee or such person of any
of the Shares.
F. To the extent that FNBC determines that it is
required to withhold any amounts as a result of the exercise by Optionee of the
GWBC Option, FNBC may withhold from Optionee a sufficient number of Shares as
will be necessary to satisfy such withholding obligation or may take such other
actions as FNBC deems appropriate to satisfy such withholding obligation.
4. Stock Appreciation Rights. Upon the written request of
Optionee, the FNBC Board of Directors may, in its sole discretion and upon such
terms and conditions as it deems appropriate, accept the surrender by Optionee
of Optionee's right to exercise all or any part of an GWBC Option. Optionee
will, upon surrender of the GWBC Option, be entitled to receive a cash payment
from FNBC in an amount equal to the difference obtained by subtracting the
Exercise Price of the Shares which are the subject of such surrendered GWBC
Option from the fair market value of the Shares which are the subject of such
surrendered GWBC Option on the date of such surrender (with such amount not to
be less than zero).
5. Changes in Capital Structure of FNBC. Subject to any
required action by the stockholders of FNBC and the provisions of the General
Corporation Law of the State of Delaware, the number of shares of FNBC Common
Stock subject to a GWBC Option, as well as the Exercise Price of any Shares not
yet purchased by Optionee, will be proportionately adjusted for (a) a division
or combination of the shares of capital stock of FNBC, (b) a dividend payable
in shares of capital stock of FNBC or (c) a reclassification of the Common
Stock of FNBC.
6. Rights Prior to Exercise. Optionee will have no equity
interest in FNBC or any voting, dividend, liquidation or dissolution rights
with respect to any capital stock of FNBC solely by reason of having the GWBC
Option or having executed this agreement. Furthermore, prior to the exercise
of all or a portion of the GWBC Option, in accordance with paragraph 3A hereof,
Optionee will have no interest in, or any voting, dividend, liquidation or
dissolution rights with respect to the Shares.
- 4 -
<PAGE> 6
William J. Ridenour
September 15, 1995
Pge 5
7. Entire Agreement. This agreement sets forth all of the
promises, agreements, conditions, understandings, warranties and
representations between the parties hereto with respect to the agreements,
conditions, understandings, warranties or representations, oral or written,
express or implied, between them with respect to the GWBC Option or the Shares
other than as set forth herein. Any and all prior agreements between the
parties hereto with respect to any stock purchase rights or stock option rights
regarding the Shares or the GWBC Option are hereby revoked. This agreement is,
and is intended by the parties to be, an integration of any and all prior
agreements or understandings, oral or written with respect to the GWBC Option
and the Shares.
8. Severability. The provisions hereof will be deemed
severable. The breach or alleged breach by FNBC of (a) any covenant contained
in another agreement (if any) between FNBC and Optionee or (b) any obligation
owed to Optionee by FNBC will not affect the validity or enforceability of the
agreements of Optionee set forth herein.
9. Governing Law. This letter will be construed and enforced in
accordance with the substantive laws of the State of Delaware.
10. Arbitration. Any controversy or claim arising out of or
relating to this agreement or the breach of this agreement which cannot be
resolved by Optionee and FNBC within thirty (30) days after one party delivers
to the other party written notice of such controversy or claim will be
submitted to final and binding arbitration in accordance with District of
Columbia law and the rules and procedures of the American Arbitration
Association. Such arbitration will be conducted by a panel of three (3)
arbitrators in the District of Columbia. The determination of the arbitrators
will be conclusive and binding on FNBC and Optionee. Judgment may be entered
on the arbitrators' award in any court having jurisdiction.
- 5 -
<PAGE> 7
William J. Ridenour
September 15, 1995
Pge 6
Please indicate your agreement to be bound by the terms of this letter
by signing both copies in the space below and returning one copy to us.
Very truly yours,
FRANKLIN BANCORPORATION, INC.,
a Delaware corporation
/s/ Robert P. Pincus
------------------------------
Robert P. Pincus
President & CEO
ACCEPTED AND AGREED:
/s/ W. J. Ridenour
Date: 9/29/95
- 6 -
<PAGE> 8
SCHEDULE A
OPTIONS OF WILLIAM J. RIDENOUR
<TABLE>
<CAPTION>
Grant GWBC GWBC FNBC FNBC Expiration
Date Description Shares Price Shares Price Date
- ---- ----------- ------ ----- ------ ----- ----
<S> <C> <C> <C> <C> <C> <C>
8/1/94 i/c/w employment
agreement 10,000 $3.66 11,3000 $3.24 7/31/99
</TABLE>
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
WILLIAMS & CONNOLLY
725 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20005
May 8, 1996
Franklin Bancorporation, Inc.
1722 I (Eye) Street, N.W.
Washington, D.C. 20006
Re: Shares of Common Stock, par value $0.10, of Franklin
Bancorporation, Inc. (the "Company") to be offered and sold
pursuant to the Company's Registration Statement on Form S-8,
as filed on May 3, 1996 (such shares of Common Stock, the
"Common Stock" and such Registration Statement, as so amended,
the "Registration Statement")
Ladies & Gentlemen:
We have acted as counsel to the Company in connection with the
proposed issuance of the Common Stock pursuant to the Registration Statement.
We are members of the Bar of the District of Columbia. We do
not hold ourselves out as experts on, nor do we express any opinion as to or
with respect to the applicability of, the laws of any jurisdiction other than
the laws of the District of Columbia, the federal laws of the United States,
and the General Corporation Law of the State of Delaware (the "Opining
Jurisdictions").
We express no opinion with respect to any of the following
legal issues: (a) state or federal securities laws or regulations; (b)
fraudulent transfer and fraudulent conveyance laws; or (c) federal and state
tax laws and regulations.
In connection with this Opinion, we have examined the
Registration Statement, the prospectus related thereto (the "Prospectus") and
the Company's Stock Option Agreement for William J. Ridenour (the "Plan"). In
addition to the Registration Statement, we have reviewed such documents and
given
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Franklin Bancorporation, Inc.
May 8, 1996
Page 2
consideration to such matters of law and fact as we have deemed appropriate, in
our professional judgment, to render this Opinion. We have also relied,
without further independent investigation, as to certain matters of fact, on
information obtained from public officials, from officers of the Company and
from other sources believed by us to be responsible.
The assumptions, opinions and conclusions stated below are
subject to: (a) bankruptcy, insolvency, reorganization, receivership,
moratorium and other similar laws affecting the rights and remedies of
creditors generally; and (b) general principles of equity and the exercise of
judicial discretion.
We have assumed, without further investigation, the following:
(a) all natural persons who are involved have sufficient legal capacity to
enter into and perform the offer, issuance, sale and delivery by the Company of
the shares of Common Stock and the purchase of such shares by the purchasers
thereof, all as contemplated by the Registration Statement, the Prospectus and
the Plan (the "Transactions") or to carry out their respective roles in the
Transactions; (b) each party to the Transactions has satisfied those legal
requirements that are applicable to it to the extent necessary to make the
agreements contemplated by the Registration Statement, the Prospectus and the
Plan (the "Agreements") to which it is a party enforceable against it; (c) each
party to the Transactions has complied with all legal requirements pertaining
to its status as such status relates to its rights to enforce the Agreements
against the other parties to the Transactions; (d) each document submitted to
us for review is accurate and complete, each such document that is an original
is authentic, each such document that is a copy conforms to an authentic
original, and all signatures on each such document are genuine; (e) each
certificate issued by a government official concerning a person or entity's
property or status is accurate, complete and authentic and all official public
records (including their proper indexing and filing) are accurate and complete;
(f) the conduct of the parties to the Transactions has complied with any
requirement of good faith, fair dealing and unconscionability; (g) the parties
have acted in good faith and without notice of any defense against the
enforcement of any rights created by the Transactions; (h) there are no
agreements or understandings among the parties, written or oral, and there is
no usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of the Agreements; (i) all
statutes, judicial and administrative decisions, and rules and regulations of
governmental agencies, constituting the law of the Opining Jurisdictions are
generally available (i.e., in
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Franklin Bancorporation, Inc.
May 8, 1996
Page 3
terms of access and distribution following publication or other release) to
lawyers practicing in the Opining Jurisdictions and are in a format which makes
legal research reasonably feasible; (j) the constitutionality or validity of a
relevant statute, rule, regulation or agency action is not in issue unless a
reported decision in the Opining Jurisdiction has specifically addressed but
not resolved, or has established, its unconstitutionality or validity; (k) the
parties will obtain all permits and governmental approvals required in the
future, and take all actions similarly required, relevant to subsequent
consummation of the Transactions or performance of the Agreements; (l) all
parties to the Transactions will act in accordance with, and will refrain from
taking any action that is forbidden by, the terms and conditions of the
Agreements; and (m) the Transactions and the execution, delivery and
performance of the Agreements will not (i) breach, or result in a default
under, any existing obligation of a party to the Transactions to a contract to
which such party is a party or by which its property is bound, or (ii) breach
or otherwise violate any existing obligation of any court and administrative
order, writ, judgment or decree that names any such party and is specifically
directed to it or its property. Each assumption specifically described in this
Opinion is made with the express consent and approval of the Company. However,
we have not relied on information (including certificates or other
documentation) or assumptions, otherwise appropriate in the circumstances, if
we have knowledge that the information or assumptions are false or if we have
knowledge of facts that under the circumstances would make the reliance
unreasonable.
This Opinion speaks only as of its date. We have no
obligation to advise the Company (or any third party) of changes in law or fact
that occur after the date of this Opinion, even though the change may affect
the legal analysis, a legal conclusion or an informational confirmation in this
Opinion.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock are validly authorized and, when (a) the pertinent
provisions of the Securities Act of 1933 and such "blue sky" and other
securities laws as may be applicable have been complied with and (b) such
shares have been duly delivered against payment therefor as contemplated by the
Registration Statement, the Prospectus and the Plan, such shares will be
validly issued, fully paid, and nonassessable.
This Opinion deals only with the specific legal issues it
explicitly addresses. Accordingly, the express opinions set
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Franklin Bancorporation, Inc.
May 8, 1996
Page 4
forth above concerning a particular legal issue do not address any other
matters.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations thereunder.
Very truly yours,
/s/ Williams & Connolly
WILLIAMS & CONNOLLY
<PAGE> 1
Exhibit 23.1
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1995 appearing on page
227 of Franklin Bancorporation, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995.
/s/PRICE WATERHOUSE LLP
Washington, D.C.
May 8, 1996
<PAGE> 1
Exhibit 23.2
<PAGE> 2
COOPERS COOPERS & LYBRAND L.L.P.
&LYBRAND a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
--------
We consent to the incorporation be reference in this registration
statement on Form S-8 of Franklin Bancorporation, Inc. pertaining to the
Franklin Bancorporation, Inc. Stock Option Agreement for William J. Ridenour,
of our report dated February 2, 1996, on our audit of the consolidated
financial statements of Franklin Bancorporation as of December 31, 1995 and for
the year then ended, which report is incorporated by reference in the Franklin
Bancorporation, Inc. 1995 Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
May 8, 1996
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
limited liability association incorporated in Switzerland.
