SOUTHTRUST CORP
S-8, 1998-12-07
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
    As filed with the Securities and Exchange Commission on December 7, 1998.

                                                           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
                  GEORGIA NATIONAL BANCORP, INC. STOCK OPTIONS
                            (Full title of the plan)

                               -------------------

                                 ALTON E. YOTHER
                              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:


                                  PAUL S. WARE
                         BRADLEY ARANT ROSE & WHITE LLP
                                 2001 PARK PLACE
                                   SUITE 1400
                            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:
 Georgia National Bancorp, Inc. 
  Stock Option Conversion Plan                      2,400 shares          $11.78*             $28,272*             $7.86*
Rights to Purchase Series A Junior
 Participating Preferred Stock:
  Georgia National Bancorp, Inc. Stock Option,
  Conversion Plan                                     712 rights
==============================================================================================================================
</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 $7.07 for shares of common stock of Georgia National
         Bancorp, Inc. divided by 0.60, the conversion ratio specified in the
         Merger Agreement pursuant to which the Stock Options were converted.
================================================================================
<PAGE>   2
           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
Alton E. Yother, 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 Alton E. Yother, SouthTrust Corporation, 420 North
20th Street, Birmingham, Alabama 35203 (telephone number 205-254-5000).

                                     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, 1997 (including therein SouthTrust's Proxy Statement for its
Annual Meeting of Stockholders held April 15, 1998), filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (2)      The Company's Quarterly Reports on Form 10-Q, dated March 31,
1998, June 30, 1998 and September 30, 1998 (Commission File No. 0-3613);

         (3)      The Company's Current Report on Form 8-K dated January 12,
1998; and

         (4)      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. 333-41823), under the caption
"DESCRIPTION OF CAPITAL STOCK - Description of Common Stock," as filed on
December 9, 1997 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 June
30, 1998, the partners and associates of the firm of Bradley Arant Rose & White
LLP beneficially owned approximately 3,053,000 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


                                      II-1
<PAGE>   3
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:

   * 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 3 to the Registration
                  Statement on Form S-3 of SouthTrust Corporation (Registration
                  No. 333-34947).

   * 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.

- --------------------

*  Incorporated by reference.



ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      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;

                  (2)      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


                                      II-2
<PAGE>   4
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.












                                      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 December 4, 1998.


                                          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         December 4, 1998
- --------------------------------------       Officer, President, Director
        Wallace D. Malone, Jr.               (Principal Executive Officer)


         /s/ Alton E. Yother                    Secretary, Treasurer and         December 4, 1998
- --------------------------------------            Controller (Principal
            Alton E. Yother                           Accounting and
                                                    Financial Officer)

                                                         Director
- --------------------------------------
           Julian W. Banton


                                                         Director
- --------------------------------------
        Allen J. Keesler, Jr.


                   *                                     Director                December 4, 1998
- --------------------------------------
             Van L. Richey


                   *                                     Director                December 4, 1998
- --------------------------------------
            Carl F. Bailey


                   *                                     Director                December 4, 1998
- --------------------------------------
            Rex J. Lysinger


                   *                                     Director                December 4, 1998
- --------------------------------------
           William C. Hulsey
</TABLE>


                                      II-4
<PAGE>   6
<TABLE>
<S>                                          <C>                                 <C>

                   *                         Director                            December 4, 1998
- --------------------------------------
           John M. Bradford


                   *                         Director                            December 4, 1998
- --------------------------------------
      Wm. Kendrick Upchurch, Jr.


                   *                         Director                            December 4, 1998
- --------------------------------------
          H. Allen Franklin


                                             Director
- --------------------------------------
           F. Crowder Falls


* By:     /s/ Alton E. Yother                                                    December 4, 1998
- --------------------------------------
            Alton E. Yother
          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 3 to the Registration
                  Statement on Form S-3 of SouthTrust Corporation (Registration
                  No. 333-34947).
   * 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.

<PAGE>   1
                                                                       EXHIBIT 5








                                December 7, 1998


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 2,400 shares of common stock, par value $2.50 per share (the
"Common Stock"), of the Company and 712 rights to purchase Common Stock (the
"Rights") pursuant to the assumption of options issued pursuant to the Georgia
National Bancorp, Inc. Stock Option Agreement (the "Agreement") in connection
with the acquisition of Georgia National Bancorp, Inc. 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
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.

                  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

<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 2,400 shares of SouthTrust Corporation common stock
         in connection with the Stock Option Plan for Conversion of Georgia
         National Bancorp, Inc. Stock Options) of our report dated February 13,
         1998 included in SouthTrust Corporation's Form 10-K for the year ended
         December 31, 1997 and to all references to our Firm included in this
         Registration Statement.




                                             /s/ ARTHUR ANDERSEN LLP



Birmingham, Alabama
November 30, 1998

<PAGE>   1
                                                                      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 Alton E. Yother
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 Georgia National Bancorp, Inc., 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.

<TABLE>
<S>                                                   <C>
Dated as of this ____ day of November 1998.
                                                      --------------------------------------
                                                               Allen J. Keesler, Jr.


Dated as of this 30th day of November 1998.                      /s/ Van L. Richey
                                                      --------------------------------------
                                                                    Van L. Richey


Dated as of this 30th day of November 1998.                     /s/ Carl F. Bailey
                                                      --------------------------------------
                                                                  Carl F. Bailey


Dated as of this 20th day of November 1998.                     /s/ Rex J. Lysinger
                                                      --------------------------------------
                                                                   Rex J. Lysinger


Dated as of this 20th day of November 1998.                    /s/ William C. Hulsey
                                                      --------------------------------------
                                                                  William C. Hulsey


Dated as of this 20th day of November 1998.                     /s/ John M. Bradford
                                                      --------------------------------------
                                                                   John M. Bradford


Dated as of this 30th day of November 1998.                /s/ Wm. Kendrick Upchurch, Jr.
                                                      --------------------------------------
                                                              Wm. Kendrick Upchurch, Jr.


Dated as of this 30th day of November 1998.                   /s/ H. Allen Franklin
                                                      --------------------------------------
                                                                H. Allen Franklin


Dated as of this ____ day of November 1998.
                                                      --------------------------------------
                                                                  F. Crowder Falls
</TABLE>


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