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As filed with the Securities and Exchange Commission on April 18, 1997.
Registration No. ____________
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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
CHARTER 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 LLP
2001 PARK PLACE
SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
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<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:
Charter Bank Stock Option Conversion
Plan 38,234 shares $14.95* $571,598.30* $173.21*
Rights to Purchase Series A Junior
Participating Preferred Stock:
Charter Bank Stock Option Conversion
Plan 16,993 rights
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</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 $28.10 for shares of common stock of Charter Bank
divided by 1.879, the conversion ratio specified in the Merger
Agreement pursuant to which the Stock Options were converted.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated
by reference into the information that this Registration Statement
incorporates) are incorporated by reference into the Section 10(a) Prospectus
and are available, without charge, to the participants upon written or oral
request to Aubrey D. Barnard, SouthTrust Corporation, 420 North 20th Street,
Birmingham, Alabama 35203 (telephone number 205-254-5000). The documents
containing the information requested by Part I of Form S-8, and all reports,
proxy statements and other communications distributed generally to the security
holders of SouthTrust Corporation are available, without charge, to
participants upon written or oral request to Aubrey D. Barnard, SouthTrust
Corporation, 420 North 20th Street, Birmingham, Alabama 35203 (telephone number
334-254-5000).
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, 1996 (including therein SouthTrust's Proxy Statement for its
Annual Meeting of Stockholders to be held April 16, 1997), filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); and
(2) The Company's Current Report on Form 8-K dated January 22,
1997.
(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 LLP, counsel for the Company. As of
December 31, 1996, the partners and associates of the firm of Bradley Arant
Rose & White LLP beneficially owned approximately 2,021,000 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
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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.
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of the Registration
Statement:
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<S><C> <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 LLP as to the legality of the securities being offered.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley Arant Rose & White LLP (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;
(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;
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(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.
(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.
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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 April 17,
1997.
SOUTHTRUST CORPORATION
By: /s/ Wallace D. Malone, Jr.
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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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wallace D. Malone, Jr. Chairman, Chief Executive April 17, 1997
- ------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr. (Principal Executive Officer)
/s/ Aubrey D. Barnard Secretary, Treasurer and April 17, 1997
- ------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
* Director April ____, 1997
- -------------------------------------------
H. Allen Franklin
* Director April ____, 1997
- -------------------------------------------
Van L. Ritchey
* Director April ____, 1997
- -------------------------------------------
William C. Hulsey
* Director April ____, 1997
- -------------------------------------------
John M. Bradford
* Director April ____, 1997
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
* Director April ____, 1997
- -------------------------------------------
Rex L. Lysinger
* Director April ____, 1997
- -------------------------------------------
Allen J. Keesler, Jr.
* Director April ____, 1997
- -------------------------------------------
F. Crowder Falls
* Director April ____,1997
- -------------------------------------------
Carl F. Bailey
/s/ Aubrey D. Barnard April 17, 1997
- -------------------------------------------
Aubrey D. Barnard
as Attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED FILING
- -------------- ----------- -------------------
<S> <C> <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
LLP as to the legality of the
securities being offered.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley Arant Rose & White
LLP (included in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
_________________
* Incorporated by reference.
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EXHIBIT 5
April 17, 1997
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 38,234 shares of common stock, par value $2.50 per share (the
"Common Stock"), of the Company and 16,993 rights to purchase Common Stock (the
"Rights") pursuant to the assumption of options issued pursuant to Charter Bank
Stock Option Agreement (the "Agreement") in connection with the acquisition of
Charter 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
Agreement, will be legally 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 Agreement.
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 LLP
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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 38,234 shares of SouthTrust
Corporation common stock in connection with the Stock Option
Plan for Conversion of Charter Bank Stock Options) of our
report dated February 7, 1997 included in SouthTrust
Corporation's Form 10-K for the year ended December 31, 1996
and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
April 17, 1997
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EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes 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 of a registration
statement of SouthTrust Corporation on Form S-8 relating to the stock option
plan for Charter 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 virtue
thereof.
Dated as of this 16th day of April, 1997.
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/s/ H. Allen Franklin /s/ W. K. Upchurch, Jr.
- --------------------------------------------- -----------------------------------
H. Allen Franklin Wm. Kendrick Upchurch, Jr.
/s/ Van L. Ritchey /s/ Rex L. Lysinger
- --------------------------------------------- -----------------------------------
Van L. Ritchey Rex L. Lysinger
/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
/s/ Carl F. Bailey
- ---------------------------------------------
Carl F. Bailey
</TABLE>
