<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1996.
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
-------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN FOR CONVERSION OF
PRIME BANK STOCK OPTIONS
(Full title of the plan)
-------------------
AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Name and address of agent for service)
(205) 254-5000
(Telephone number, including area code, of agent for service)
with a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Proposed Proposed maximum
securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share price registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value:
Prime Bank Stock Option Conversion Plan 24,960 shares $12.13* $302,764.80* $104.41*
Rights to Purchase Series A Junior
Participating Preferred Stock: 11,094 rights
Prime Bank Stock Option Conversion Plan
========================================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h)(1), and sets forth the higher offering
price produced for any participant, based upon an original option price of
$11.65 for shares of common stock of Prime Bank divided by 0.96, the
conversion ratio specified in the Merger Agreement pursuant to which the
Stock Options were converted.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SouthTrust Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996, and the Company's Current Report on
Form 8-K dated January 10, 1996.
(3) The description of the Company's common stock, par value $2.50
per share (the "Common Stock"), appearing in the Company's Registration
Statement on Form S-3 (Registration No. 33-61823), as amended, under the
caption "DESCRIPTION OF CAPITAL STOCK - Description of Common Stock," as filed
on August 15, 1995 pursuant to the Securities Act of 1933, as amended (the
"Securities Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 and to be a part of the Registration Statement
from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon
by the firm of Bradley, Arant, Rose & White, counsel for the Company. As of
September 30, 1995, the partners and associates of the firm of Bradley, Arant,
Rose & White beneficially owned approximately 2,034,000 shares of Common Stock
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation and the Restated and
Amended Bylaws of the Company provide that the Company shall indemnify its
officers, directors, employees, and agents to the extent permitted by the
General Corporation Law of Delaware, which permits 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, 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 such person 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, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in
connection with any such action, suit or proceeding, if such person acted in
good faith and in a manner 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 the conduct was unlawful. The
General Corporation Law of Delaware also provides that the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful. The Company also
maintains insurance coverage relating to certain liabilities of directors and
officers.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of the Registration
Statement:
<TABLE>
<S> <C>
*4(a) - Certificate of Adoption of Resolutions designating Series A Junior Participating Preferred Stock,
adopted February 22, 1989, which was filed as Exhibit 1 to SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 1-3613).
*4(b) - Stockholder's Rights Agreement, dated as of February 22, 1989, between SouthTrust Corporation and
Mellon Bank, N.A., Rights Agent, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
*4(c) - Indenture, dated as of May 1, 1987 between SouthTrust Corporation and National Westminster Bank USA,
which was filed as Exhibit 4(a) to SouthTrust Corporation's Registration Statement on Form S-3
(Registration No. 33-13637).
*4(d) - Subordinated Indenture, dated as of May 1, 1992, between SouthTrust Corporation and Chemical Bank,
which was filed as Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-52717).
*4(e) - Composite Restated Bylaws of SouthTrust Corporation, which was filed as Exhibit 4(e) to the
Registration Statement on Form S-4 of SouthTrust Corporation (Registration No. 33-61557).
*4(f) - Composite Restated Certificate of Incorporation of SouthTrust Corporation, which was filed as
Exhibit 4(f) to the Registration Statement on Form S-4 of SouthTrust Corporation (Registration No.
333-03547).
*4(g) - Form of Senior Indenture which was filed as Exhibit 4(l)(i) to the Registration Statement on Form S-
3 of SouthTrust Corporation (Registration No. 33-44857).
5 - Opinion of Bradley, Arant, Rose & White as to the legality of the securities being offered.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
__________________________
* Incorporated by reference.
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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
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 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 Birmingham, State of Alabama, on August 28,
1996.
SOUTHTRUST CORPORATION
By: /s/ Wallace D. Malone, Jr.
--------------------------------------------------
Its Chairman of the Board of
Directors, Chief Executive Officer and President
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/ Wallace D. Malone, Jr. Chairman, Chief Executive August 28, 1996
- ------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr. (Principal Executive Officer)
/s/ Aubrey D. Barnard Secretary, Treasurer and August 28, 1996
- ------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
Director
- -------------------------------------------
H. Allen Franklin
* Director August 28, 1996
- -------------------------------------------
T. W. Mitchell
* Director August 28, 1996
- -------------------------------------------
William C. Hulsey
* Director August 28, 1996
- -------------------------------------------
John M. Bradford
* Director August 28, 1996
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
Director
- -------------------------------------------
Charles G. Taylor
* Director August 28, 1996
- -------------------------------------------
Allen J. Keesler, Jr.
* Director August 28, 1996
- -------------------------------------------
F. Crowder Falls
/s/ William L. Prater August 28, 1996
- -------------------------------------------
William L. Prater
as Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED FILING
- -------------- ----------- -------------------
<S> <C> <C>
*4(a) - Certificate of Adoption of Resolutions designating Series A Junior
Participating Preferred Stock, adopted February 22, 1989, which was
filed as Exhibit 1 to SouthTrust Corporation's Registration Statement
on Form 8-A (File No. 1-3613).
*4(b) - Stockholder's Rights Agreement, dated as of February 22, 1989, between
SouthTrust Corporation and Mellon Bank, N.A., Rights Agent, which was
filed as Exhibit 1 to SouthTrust Corporation's Registration Statement
on Form 8-A (File No. 1-3613)
*4(c) - Indenture, dated as of May 1, 1987 between SouthTrust Corporation and
National Westminster Bank USA, which was filed as Exhibit 4(a) to
SouthTrust Corporation's Registration Statement on Form S-3
(Registration No. 33-13637).
*4(d) - Subordinated Indenture, dated as of May 1, 1992, between SouthTrust
Corporation and Chemical Bank, which was filed as Exhibit 4(b)(ii)
to the Registration Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-52717).
*4(e) - Composite Restated Bylaws of SouthTrust Corporation, which was filed
as Exhibit 4(e) to the Registration Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-61557).
*4(f) - Composite Restated Certificate of Incorporation of SouthTrust Corporation,
which was filed as Exhibit 4(f) to the Registration Statement on Form S-4
of SouthTrust Corporation (Registration No. 333-03547).
*4(g) - Form of Senior Indenture which was filed as Exhibit 4(l)(i) to the
Registration Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-44857).
5 - Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being offered.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
_________________
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5
August 28, 1996
Board of Directors
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement"), in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to the proposed
offering of up to 24,960 shares of common stock, par value $2.50 per share (the
"Common Stock"), of the Company and 11,094 rights to purchase Common Stock (the
"Rights") pursuant to the assumption of options issued pursuant to Prime Bank
Stock Option Agreement (the "Agreement") in connection with the acquisition of
Prime Bank by the Company. In this connection, we have examined such records,
documents and proceedings as we have deemed relevant and necessary as a basis
for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the shares of the Common Stock of the Company and the
Rights referred to above to be offered under the Registration Statement have
been duly authorized and, when issued and delivered in accordance with the
Plan, will be validly issued, fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability will attach to the holder of the shares of the Common Stock and
Rights issued and delivered in accordance with the Plan.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the above-referenced
Registration Statement.
Very truly yours,
/s/ BRADLEY, ARANT, ROSE & WHITE
PSW/lk
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (Form S-8 for the registration
of 24,960 shares of SouthTrust Corporation common stock in connection with
the Stock Option Plan for Conversion of Prime Bank Stock Options) of our
report dated February 9, 1996 incorporated by reference in SouthTrust
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Birmingham, Alabama
August 26, 1996
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors
whose signatures appear below hereby consitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to the stock options
outstanding as a result of the acquisition of Prime Bank, including all
amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities 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 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, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virture thereof.
Dated as of this 22nd day of August, 1996.
<TABLE>
<S> <C>
/s/ Wm. Kendrick Upchurch, Jr.
- -------------------------------------------- --------------------------------------------
H. Allen Franklin Wm. Kendrick Upchurch, Jr.
/s/ T. W. Mitchell
- -------------------------------------------- --------------------------------------------
T. W. Mitchell Charles G. Taylor
/s/ William C. Hulsey /s/ Allen J. Keesler, Jr.
- -------------------------------------------- --------------------------------------------
William C. Hulsey Allen J. Keesler, Jr.
/s/ John M. Bradford /s/ F. Crowder Falls
- -------------------------------------------- --------------------------------------------
John M. Bradford F. Crowder Falls
</TABLE>
