<PAGE> 1
As filed with the Securities and Exchange Commission on February 25, 2000
Registration Number 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (IRS Employer
Incorporation or Organization) Identification No.)
420 North 20th Street, Birmingham, Alabama 35203
(Address of Principal Executive Offices) (Zip Code)
SOUTHTRUST CORPORATION DISCOUNT STOCK PAYROLL PURCHASE PLAN
(Full Title of the Plan)
------------------------
ALTON E. YOTHER
SouthTrust Corporation
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) 521-8624
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount to Be Offering Price Aggregate Amount Of
To Be Registered Registered Per Share Offering Price Registration Fee
------------------ ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 shares $24.125* $24,125,000* $6,369*
$2.50 per share
</TABLE>
<PAGE> 2
* Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
calculating the registration fee. The registration fee was based upon the
average of the high and low prices ($24.125) on February 22, 2000 for the
Registrant's Common Stock as reported by the NASDAQ National Market System.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in 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 in 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, the Annual Report on Form 10-K of SouthTrust
Corporation for its latest fiscal year, 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).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by SouthTrust Corporation (the
"Registrant") are incorporated herein by reference and made a part hereof:
(1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1998 (Commission File No. 001-14781).
(2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 (Commission
File No. 001-14781).
(3) The description of the Common Stock of the Registrant appearing in
the Registrant's Registration Statement on Form S-3 (Registration Statement 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 filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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 to the Registrant. As of the
date hereof, the partners and associates of the firm of Bradley Arant Rose &
White LLP beneficially own approximately 3,100,000 shares of Common Stock of the
Registrant.
Item 6. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation and the Restated Bylaws of
the Registrant provide that the Registrant 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
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(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 attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with any such action, suit or proceeding,
if the person acted in good faith and in a manner the person 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 person's 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 the person 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 the
person's conduct was unlawful. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<S> <C> <C>
*4(a) - Certificate of Designation, Preferences and Rights of Series 1999
Junior Participating Preferred Stock, adopted December 16, 1998 and
effective February 22, 1999, which was filed as Exhibit A to
Exhibit 1 to SouthTrust Corporation's Registration Statement on
Form 8-A (File No. 001-14781).
*4(b) - Stockholders' Rights Agreement, dated as of January 12, 1999 and
effective February 22, 1999, between SouthTrust Corporation and
ChaseMellon Shareholder Services, LLC, Rights Agent, which was
filed as Exhibit 1 to SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 001-14781).
*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) - Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
Registration Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-52717).
</TABLE>
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<TABLE>
<S> <C> <C>
*4(f) - 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(g) - 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(h) - SouthTrust Corporation Discount Stock Payroll Purchase Plan
5(a) - Opinion of Bradley Arant Rose & White LLP
23(a) - Consent of Arthur Andersen, LLP.
23(b) - Consent of Bradley Arant Rose & White LLP (contained in Exhibit
5(a)).
24(a) - 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
Registration Statement;
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(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) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference 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 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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
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 February 25, 2000.
SOUTHTRUST CORPORATION
By: /s/ Wallace D. Malone, Jr.
--------------------------------------
Wallace D. Malone, Jr.
Chairman of the Board, President
and Chief Executive Officer
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 of the Board, February 25, 2000
- -------------------------------- President, and Chief Executive
Wallace D. Malone, Jr. Officer
/s/ Alton E. Yother Secretary, Treasurer and February 25, 2000
- -------------------------------- Controller (Principal
Alton E. Yother Accounting and Financial
Officer)
* Director February 25, 2000
- --------------------------------
Julian W. Banton
* Director February 25, 2000
- --------------------------------
Allen J. Keesler, Jr.
* Director February 25, 2000
- --------------------------------
Van L. Richey
* Director February 25, 2000
- --------------------------------
Carl F. Bailey
</TABLE>
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<TABLE>
<S> <C> <C>
* Director February 25, 2000
- --------------------------------
Rex J. Lysinger
* Director February 25, 2000
- --------------------------------
John M. Bradford
* Director February 25, 2000
- --------------------------------
Wm. Kendrick Upchurch, Jr.
* Director February 25, 2000
- --------------------------------
H. Allen Franklin
*By /s/ Alton E. Yother February 25, 2000
-----------------------------
Alton E. Yother
Attorney in Fact
</TABLE>
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Index of Exhibits
<TABLE>
<S> <C> <C>
*4(a) - Certificate of Designation, Preferences and Rights of Series 1999
Junior Participating Preferred Stock, adopted December 16, 1998 and
effective February 22, 1999, which was filed as Exhibit A to
Exhibit 1 to SouthTrust Corporation's Registration Statement on
Form 8-A (File No. 001-14781).
*4(b) - Stockholders' Rights Agreement, dated as of January 12, 1999 and
effective February 22, 1999, between SouthTrust Corporation and
ChaseMellon Shareholder Services, LLC, Rights Agent, which was
filed as Exhibit 1 to SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 001-14781).
*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) - Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
Registration Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-52717).
*4(f) - 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(g) - 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(h) - SouthTrust Corporation Discount Stock Payroll Purchase Plan
5(a) - Opinion of Bradley Arant Rose & White LLP
23(a) - Consent of Arthur Andersen, LLP.
23(b) - Consent of Bradley Arant Rose & White LLP (contained in Exhibit
5(a)).
24(a) - Powers of Attorney.
</TABLE>
* Incorporated by reference.
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EXHIBIT 4(h)
SOUTHTRUST CORPORATION
DISCOUNT STOCK PAYROLL PURCHASE PLAN
The following constitute the provisions of the Discount Stock Payroll
Purchase Plan of SouthTrust Corporation.
1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify
as an "Employee Stock Purchase Plan" under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so as to extend
and limit participation in a manner consistent with the requirements of
that section of the Code.
2. Definitions.
a. "Board" shall mean the Board of Directors of the Company.
b. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
c. "Committee" shall mean the Human Resources Committee of the
Board.
d. "Common Stock" shall mean the common stock, par value $2.50
per share, of the Company.
e. "Company" shall mean SouthTrust Corporation, a Delaware
corporation, and any Designated Subsidiary of the Company.
f. "Compensation" shall mean, the annualized rate of base
straight time earnings as as determined on the first day of the
Plan Year, but excludes payments for commissions, overtime, shift
premium, incentive compensation, incentive payments, bonuses and
other compensation.
g. "Continuous Service" shall mean the number of full years
and completed months of continuous employment with the Company
calculated from an Employee's last hire date to his date of
severance of employment for any reason. Continuous Service shall
not be broken and shall be credited for absences due to vacation,
temporary sickness or injury, other paid or unpaid leaves of
absence authorized by the Company and leaves of absence which
would not cause an individual to cease to be an Employee.
h. "Designated Subsidiary" shall mean any Subsidiary which has
been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
i. "Employee" shall mean any individual who is an Employee of
the Company for tax purposes whose customary employment with the
Company is at least twenty (20) hours per week and more than five
(5) months in any calendar year. For purposes of the Plan, the
employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence
approved by the Company. Where the period of leave
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exceeds 180 days and the individual's right to reemployment is not
guaranteed either by statute or by contract, the employment
relationship shall be deemed to have terminated on the 181st day
of such leave.
j. "Exercise Date" shall mean the last Trading Day of each
Plan Year.
k. "Fair Market Value" shall mean, as of any date, the last
sales price of the Common Stock as reported on the Automated
Quotation System of the National Association of Securities
Dealers, Inc. -- National Market System ("NASDAQ") on the date of
such determination, as reported in The Wall Street Journal or such
other source as the Committee deems reliable.
l. "Grant Date" shall mean the first Trading Day of each Plan
Year.
m. "Plan" shall mean this Discount Stock Payroll Purchase
Plan.
n. "Plan Year" shall mean the period of approximately twelve
(12) months commencing on the first Trading Day on or after
January 1st of each calendar year and terminating on the last
Trading Day of each calendar year.
o. "Purchase Price" shall mean 85% of the Fair Market Value of
a share of Common Stock on the Grant Date or on the Exercise Date,
whichever is lower; provided however, that the Purchase Price may
be adjusted by the Committee pursuant to Section 20.
p. "Subsidiary" shall mean a corporation, domestic or foreign,
of which not less than 50% of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a
Subsidiary.
q. "Trading Day" shall mean a day on which NASDAQ is open for
trading.
3. Eligibility.
a. Subject to the limitations set forth herein, every Employee
of the Company shall be eligible to participate in the Plan as of
the Grant Date coincident with or immediately following his or her
completion of at least two years of Continuous Service.
b. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) to the
extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own capital stock of
the Company and/or hold outstanding options to purchase such stock
possessing five percent (5%) or more of the total combined voting
power or value of all classes of the capital stock of the Company
or of any Subsidiary, or (ii) to the extent that his or her rights
to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries accrues at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) worth of capital stock
(determined at the fair market value of the shares at the time
such option is granted) for each calendar year in which such
option is outstanding at any time.
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4. Plan Years. The Plan shall be implemented by consecutive Plan
Years with a new Plan Year commencing on the first Trading Day on or
after January 1st each year, or on such other date as the Committee shall
determine, and continuing thereafter until terminated in accordance with
Section 20 hereof.
5. Participation.
a. An eligible Employee may become a participant in the Plan
by completing an enrollment form authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the
Company's payroll office. If an Employee is eligible to
participate in the Plan before the first day of the Plan Year,
such Employee will begin participating in the Plan on the Grant
Date by filing the enrollment form in the payroll office prior to
that date. If an Employee, who is eligible to participate in the
Plan before the first day of the Plan Year, files an enrollment
form after the Grant Date, such Employee will begin to participate
in the Plan as soon as administratively possible, but not more
than 30 days after the filing of the enrollment form. If an
Employee becomes eligible to participate in the Plan after the
beginning of the Plan Year and files an enrollment form in the
payroll office, such Employee's participation in the Plan will not
commence until the following Plan Year.
b. Payroll deductions for a participant shall commence on the
first payroll following the date the enrollment form is filed in
the Company's payroll office and shall end on the last payroll in
the Plan Year to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10
hereof.
6. Payroll Deductions.
a. At the time a participant files his or her enrollment form,
he or she shall elect to have payroll deductions made on each pay
day during the Plan Year. A participant may authorize payroll
deductions in an amount not less than Twenty and No/100 Dollars
($20.00) per pay period and not more than ten percent (10%) of the
participant's Compensation during the Plan Year. Notwithstanding
the foregoing, the minimum amount which must be deducted from an
eligible Employee's payroll during the Plan Year shall be Three
Hundred and No/100 Dollars ($300.00) and the maximum amount which
may be deducted from an eligible Employee's payroll during the
Plan Year shall be equal to the lesser of (i) Twenty-Five Thousand
and No/100 Dollars ($25,000.00), or (ii) Ten Percent (10%) of such
eligible Employee's Compensation during the Plan Year.
b. All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be
withheld in whole percentages or whole dollar amounts only.
c. A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her payroll deductions during the Plan
Year by completing or filing with the Company a new enrollment
form authorizing a change in payroll deduction rate. A
participant may not change the payroll deduction rate more than
two times in any one Plan Year. The Committee may, in its
discretion, further limit the number of participation rate changes
during any Plan Year. The change in rate shall be effective with
the first full payroll period following five (5) business days
after the Company's receipt of the new enrollment form unless the
Company
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elects to process a given change in participation more quickly. A
participant's enrollment form shall remain in effect for
successive Plan Years unless terminated as provided in Section 10
hereof.
d. Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof,
a participant's payroll deductions may be decreased to zero
percent (0%) at any time during a Plan Year. Payroll deductions
shall recommence at the rate provided in such participant's
enrollment form at the beginning of the next Plan Year, unless
terminated by the participant as provided in Section 10 hereof.
e. At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued
under the Plan is disposed of, the participant must make adequate
provision for the Company's federal, state, or other tax
withholding obligations, if any, which arise upon the exercise of
the option or the disposition of the Common Stock or withdrawal
from the Plan pursuant to Section 10 hereof. At any time, the
Company may, but shall not be obligated to, withhold from the
participant's Compensation the amount necessary for the Company to
meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock
by the Employee.
7. Grant of Option. On the Grant Date of each Plan Year, each
eligible Employee participating in such Plan Year shall be granted an
option to purchase on each Exercise Date during such Plan Year (at the
applicable Purchase Price) up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the participant's
account as of the Exercise Date by the applicable Purchase Price;
provided that such purchase shall be subject to the limitations set forth
in Sections 3(b) and 13 hereof. The Committee may, in its absolute
discretion, establish a maximum number of shares of the Company's Common
Stock that an Employee may purchase during each Plan Year by giving
written notice to participants of the establishment of such maximum prior
to the effective date of such maximum. Exercise of the option shall occur
as provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof. The option shall expire on the last day of
the Plan Year.
8. Exercise of Option.
a. Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be
purchased for such participant at the applicable Purchase Price
with the accumulated payroll deductions in his or her account.
No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to
purchase a full share shall be retained in the participant's
account for the subsequent Plan Year, subject to earlier
withdrawal by the participant as provided in Section 10 hereof.
Any other monies left over in a participant's account after the
Exercise Date shall be returned to the participant. During a
participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
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b. If the Committee determines that, on a given Exercise Date,
the number of shares with respect to which options are to be
exercised may exceed (i) the number of shares of Common Stock that
were available for sale under the Plan on the Grant Date of the
applicable Plan Year, or (ii) the number of shares available for
sale under the Plan on such Exercise Date, the Committee may in
its sole discretion (x) provide that the Company shall make a pro
rata allocation of the shares of Common Stock available for
purchase on such Grant Date or Exercise Date, as applicable, in as
uniform a manner as shall be practicable and as it shall determine
in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date,
and continue the Plan Year then in effect, or (y) provide that the
Company shall make a pro rata allocation of the shares available
for purchase on such Grant Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all
participants exercising options to purchase Common Stock on such
Exercise Date, and terminate the Plan Year then in effect pursuant
to Section 20 hereof. The Company may make pro rata allocation of
the shares available on the Grant Date of any applicable Plan Year
pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by
the Company's shareholders subsequent to such Grant Date.
9. Delivery of Stock Certificates; Restrictions on Resale.
a. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall instruct its
transfer agent to prepare and deliver to the Human Resources
Department of the Company one or more certificates representing
the shares purchased upon exercise by each participant in the
Plan, which shall be held in escrow by the Company for the benefit
of each such participant until the expiration of the Company's
repurchase option described in Section 9(b) below. As promptly as
practicable after the termination of such repurchase option, the
Company shall deliver to each participant each certificate held in
escrow by the Company for the benefit of such participant for
which the option has so terminated.
b. If a participant or former participant proposes to dispose
of a share of Common Stock obtained under the Plan (i) prior to
two years after the date on which the option to purchase such
share of Common Stock was granted, or (ii) prior to one year after
the Exercise Date on which the option to purchase such share of
Common Stock was exercised, that participant or former participant
must immediately deliver to the Committee written notice of such
proposed disposition. Upon receipt of such notice, the Company
shall have the exclusive option, for a period of ten (10) days
after receipt of such notice, to purchase such Common Stock for a
price equal to the lesser of (i) the Purchase Price for such
shares or (ii) the Fair Market Value of such Common Stock on the
date of such repurchase. If the Company does not elect to exercise
its option to purchase such Common Stock, then the participant or
former participant may proceed with the proposed disposition.
10. Withdrawal.
a. A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used
to exercise his or her option under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this
Plan. All of the participant's payroll deductions credited to his
or her account shall be paid to such
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<PAGE> 6
participant promptly after receipt of notice of withdrawal and
such participant's option for the Plan Year shall be automatically
terminated, and no further payroll deductions for the purchase of
shares shall be made for such Plan Year. If a participant
withdraws from a Plan Year, payroll deductions shall not resume at
the beginning of the succeeding Plan Year unless the participant
delivers to the Company a new enrollment form.
b. A participant's withdrawal from a Plan Year shall not have
any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in
succeeding Plan Years which commence after the termination of the
Plan Year from which the participant withdraws.
11. Termination of Employment.
a. Upon a participant's ceasing to be an Employee as a result
of such Employee's death, disability, or retirement (each, a
"Termination Event"), the Plan Year then in progress with respect
to such participant shall be shortened by setting a new Exercise
Date for such participant, which shall be the last day of the
month in which the Termination Event occurs (the "Termination
Event Exercise Date"). The participant's option shall be deemed to
have been exercised automatically on the Termination Event
Exercise Date.
b. Upon a participant's ceasing to be an Employee other than by
reason of such Employee's death, disability or retirement, he or
she shall be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to such participant's account
during the Plan Year but not yet used to exercise the option shall
be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15
hereof, and such participant's option shall be automatically
terminated.
12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
a. Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of
shares of the Company's Common Stock which shall be made available
for sale under the Plan shall be One Million Shares (1,000,000)
shares, plus an annual increase to be added on the first day of
the Company's fiscal year beginning in 2001 equal to the lesser of
(i) 100,000 shares or (ii) a lesser amount determined by the
Board.
b. The participant shall have no interest or voting right in
shares covered by his option until such option has been exercised.
c. Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name
of the participant and his or her spouse.
14. Administration. The Plan shall be administered by the Committee.
The Committee shall have full power and authority to administer the
Plan, to interpret and construe any provision of the Plan finally and
conclusively with respect to all persons having any interest
thereunder, to adopt rules and regulations not inconsistent with the
Plan for carrying out the Plan, providing for matters not specifically
covered thereby, and to alter, amend or revoke any rules or regulations
so adopted.
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<PAGE> 7
Every finding, decision and determination made by the Board or the
Committee shall, to the full extent permitted by law, be final and
binding upon all parties.
15. Designation of Beneficiary.
a. A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from
the participant's account under the Plan in the event of such
participant's death subsequent to an Exercise Date on which the
option is exercised but prior to delivery to such participant of
such shares and cash. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash
from the participant's account under the Plan in the event of such
participant's death prior to exercise of the option.
b. Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the
death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then
to such other person as the Company may designate.
16. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by
will, the laws of descent and distribution or as provided in Section 15
hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from a Plan
Year in accordance with Section 10 hereof.
17. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such
payroll deductions.
18. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to
participating Employees at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number
of shares purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale.
a. Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the maximum number of shares
which have been authorized for issuance under the Plan but not yet
placed under option, the maximum number of shares each participant
may purchase each Plan Year (pursuant to Section 7), as well as
the price per share and the number of shares of Common Stock
covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or
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<PAGE> 8
decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without
receipt of consideration". Such adjustment shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject
to an option.
b. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Plan Year then in
progress shall be shortened by setting a new Exercise Date (the
"Dissolution or Liquidation Exercise Date"), and shall terminate
immediately prior to the consummation of such proposed dissolution
or liquidation, unless provided otherwise by the Board. The
Dissolution or Liquidation Exercise Date shall be before the date
of the Company's proposed dissolution or liquidation. The
Committee shall notify each participant in writing, at least ten
(10) business days prior to the Dissolution or Liquidation
Exercise Date, that the Exercise Date for the participant's option
has been changed to the Dissolution or Liquidation Exercise Date
and that the participant's option shall be exercised automatically
on the Dissolution or Liquidation Exercise Date, unless prior to
such date the participant has withdrawn from the Plan Year as
provided in Section 10 hereof.
c. Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, in a
transaction in which the Company is not the surviving corporation
of such merger, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a
parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for
the option, the Plan Year then in progress shall be shortened by
setting a new Exercise Date (the "Merger or Asset Sale Exercise
Date") and any Plan Years then in progress shall end on the Merger
or Asset Sale Exercise Date. The Merger or Asset Sale Exercise
Date shall be before the date of the Company's proposed sale or
merger. The Committee shall notify each participant in writing, at
least ten (10) business days prior to the Merger or Asset Sale
Exercise Date, that the Exercise Date for the participant's option
has been changed to the Merger or Asset Sale Exercise Date and
that the participant's option shall be exercised automatically on
the Merger or Asset Sale Exercise Date, unless prior to such date
the participant has withdrawn from the Plan Year as provided in
Section 10 hereof.
20. Amendment or Termination.
a. The Board (or the Committee) may at any time and for any
reason terminate or amend the Plan. Except as provided in Section
19 hereof, no such termination can affect options previously
granted, provided that a Plan Year may be terminated by the Board
on any Exercise Date if the Board determines that the termination
of the Plan Year or the Plan is in the best interests of the
Company and its shareholders. Except as provided in Section 19 and
this Section 20 hereof, no amendment may make any change in any
option
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<PAGE> 9
theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of
the Code (or any successor rule or provision or any other
applicable law, regulation or stock exchange rule), the Company
shall obtain shareholder approval in such a manner and to such a
degree as required.
b. Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely
affected," the Board (or the Committee) shall be entitled to
change the Plan Years, limit the frequency and/or number of
changes in the amount withheld during a Plan Year, establish the
exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations
or procedures as the Board (or the Committee) determines in its
sole discretion to be advisable which are consistent with the
Plan.
c. In the event the Committee determines that the ongoing
operation of the Plan may result in unfavorable financial
accounting consequences, the Committee may, in its discretion and,
to the extent necessary or desirable, modify or amend the Plan to
reduce or eliminate such accounting consequence including, but not
limited to:
i. altering the Purchase Price for any Plan Year
including a Plan Year underway at the time of the change in
Purchase Price;
ii. shortening any Plan Year so that Plan Year ends on a
new Exercise Date, including a Plan Year underway at the
time of the Committee action; and
iii. allocating shares.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.
21. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company
at the location, or by the person, designated by the Company for the
receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the
time of any such exercise that the shares are being
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<PAGE> 10
purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned applicable
provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders
of the Company and shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.; provided,
however, that the Plan shall be null and void and of no force and
effect in the event that the shareholders of the Company fail to
approve the Plan within twelve (12) months after its adoption by the
Board.
24. Governing Law. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by
the laws of the United States.
25. No Continued Employment. The Plan does not constitute a contract
of employment or continued service, and participation in the Plan will
not give any Employee the right to be retained in the employ of the
Company or any right or claim to any benefit under the Plan unless such
right or claim has specifically accrued under the terms of the Plan.
26. Treatment as Stockholder. Any contribution made by a participant
under the Plan shall not create any rights in such participant as a
stockholder of the Company until shares of Common Stock are registered
in the name of such person.
27. No Liability. No liability whatsoever shall attach to or be
incurred by any past, present or future shareholders, officers, directors
or members of any committee of the Board, as such, of the Company, under
or by reason of any of the terms, conditions or agreements contained in
the Plan or implied therefrom, any and all liabilities of, and any and
all rights and claims against the Company, or any shareholder, officer,
director or committee member, as such, whether arising at common law or
in equity or created by statute or constitution or otherwise, pertaining
to the Plan, are hereby expressly waived and released by every
participant, as a part of the consideration for any benefits provided by
the Company under the Plan.
28. Indemnification. With respect to administration of the Plan, the
Company shall indemnify each past, present and future member of the
Committee and the Board against, and each member of the Committee and
the Board shall be entitled without further act on his or her part to
indemnity from the Company, for all expenses (including the amount of
judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the
Company itself) reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he or she may be
involved by reason of his or her being or having been a member of the
Committee or the Board, whether or not he or she continues to be a
member of the Committee or the Board at the time of incurring such
expenses; provided, however, that such indemnify shall not include any
expenses incurred by any member of the Committee or the Board (a) in
respect of matters as to which he or she shall be finally adjudged in
any such action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his or her duty
as a member of the Committee or the Board, or (b) in respect of any
matter in which any settlement is effected, to an amount in excess of
the amount approved by the Company on the advice of its legal counsel;
and provided, further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any
member of the Committee or the Board unless, within 60 days after
institution of any such action, suit or proceeding, he or she shall
have offered the Company, in writing, the opportunity to handle and
defend same at its
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<PAGE> 11
own expense. The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each member of the
Committee and the Board and shall be in addition to all other rights to
which such member of the Committee or the Board may be entitled as a
matter of law, contract, or otherwise.
11
<PAGE> 1
EXHIBIT 5(a)
February 24, 2000
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Re: SouthTrust Corporation Discount Stock Payroll Purchase Plan
Ladies and 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 (the "Commission") pursuant
to the provisions of the Securities Act of 1933, as amended, relating to
proposed offering of up to 1,000,000 shares of the common stock of the Company,
par value $2.50 per share (the "Common Stock"), pursuant to the SouthTrust
Corporation Discount Stock Payroll Purchase Plan (the "Plan"). 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.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock 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.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In addition, we hereby consent to
the inclusion of the statements made in reference to this firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Yours very truly,
/s/ Bradley Arant Rose & White LLP
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<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
1,000,000 shares of SouthTrust Corporation common stock in connection with the
SouthTrust Corporation Discount Stock Payroll Purchase Plan) of our report dated
January 29, 1999 included in SouthTrust Corporation's Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen, LLP
Birmingham, Alabama
February 25, 2000
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<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and/or directors whose signatures appear below hereby constitutes and
appoints Alton E. Yother and William L. Prater, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a registration statement of SouthTrust
Corporation on Form S-8 relating to the proposed offering of up to 1,000,000
shares of the common stock, par value $2.50 per share, of SouthTrust Corporation
pursuant to the SouthTrust Corporation Discount Stock Payroll Purchase Plan,
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, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Julian W. Banton Director February 25, 2000
- ------------------------------
Julian W. Banton
/s/ Allen J. Keesler, Jr. Director February 25, 2000
- ------------------------------
Allen J. Keesler, Jr.
/s/ Van L. Richey Director February 25, 2000
- ------------------------------
Van L. Richey
/s/ Carl F. Bailey Director February 25, 2000
- ------------------------------
Carl F. Bailey
/s/ Rex J. Lysinger Director February 25, 2000
- ------------------------------
Rex J. Lysinger
Director February __, 2000
- ------------------------------
William C. Hulsey
/s/ John M. Bradford Director February 25, 2000
- ------------------------------
John M. Bradford
/s/ Wm. Kendrick Upchurch, Jr. Director February 25, 2000
- ------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>
1
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ H. Allen Franklin Director February 25, 2000
- ------------------------------
H. Allen Franklin
Director February __, 2000
- ------------------------------
William A. Coley
Director February __, 2000
- ------------------------------
Donald M. James
</TABLE>
2
