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As filed with the Securities and Exchange Commission on September 29, 2000
Registration Number 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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 (Zip Code)
(Address of Principal Executive Offices)
SOUTHTRUST 401(K) 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
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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 5,000,000 shares $ 29.84375(1) $149,218,750(1) $ 39,393.75*
$2.50 per share
</TABLE>
(1) 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 ($29.84375) on September 25, 2000 for
the Registrant's Common Stock as reported by the NASDAQ National Market
System.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. In accordance with Rule 457(h)(2), no separate fee is
required with respect to plan interests.
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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, 1999 (Commission File No. 001-14781).
(2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000 (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 or the SouthTrust 401(k) Plan
(the "Plan") 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 (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
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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) - Amended and Restated Stockholders' Rights Agreement, dated
as of August 1, 2000, between SouthTrust Corporation and
American Stock Transfer & Trust Company, 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 401(k) Plan (Amended and Restated)
4(i) - SouthTrust 401(k) Trust Agreement
5(a) - Opinion of Bradley Arant Rose & White LLP
5(b) - The Registrant undertakes to submit the Plan to the Internal
Revenue Service (the "IRS") in a timely manner for a
determination letter as to the Plan's qualified status, and
the Registrant will make all changes required by the IRS in
order to qualify the Plan.
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>
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* 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 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
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
effective Registration Statement;
(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
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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 September 28, 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, September 28, 2000
-------------------------------------- President, and Chief Executive
Wallace D. Malone, Jr. Officer
/s/ Alton E. Yother Secretary, Treasurer and September 28, 2000
-------------------------------------- Controller (Principal
Alton E. Yother Accounting and Financial
Officer)
/s/ Julian W. Banton Director September 28, 2000
--------------------------------------
Julian W. Banton
Director
--------------------------------------
Allen J. Keesler, Jr.
* Director September 28, 2000
--------------------------------------
Van L. Richey
Director
--------------------------------------
Carl F. Bailey
* Director September 28, 2000
--------------------------------------
Rex J. Lysinger
* Director September 28, 2000
--------------------------------------
John M. Bradford
Director
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Wm. Kendrick Upchurch, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
* Director September 28, 2000
--------------------------------------
H. Allen Franklin
* Director September 28, 2000
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William A. Coley
* Director September 28, 2000
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Donald M. James
*By /s/ Alton E. Yother September 28, 2000
-----------------------------------
Alton E. Yother
Attorney in Fact
</TABLE>
Pursuant to the requirement of the Securities Act of 1933, the Trustee
(or other persons who administer the employee Benefit Plan) have 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
September 28, 2000.
SOUTHTRUST 401(k) PLAN
(AMENDED AND RESTATED)
By: SOUTHTRUST BANK
Its Trustee
By: /s/ Julian W. Banton
--------------------------------
Julian W. Banton
Its President
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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) - Amended and Restated Stockholders' Rights Agreement,
dated as of August 1, 2000, between SouthTrust
Corporation and American Stock Transfer & Trust
Company, 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 401(k) Plan (Amended and Restated)
4(i) - SouthTrust 401(k) Trust Agreement
5(a) - Opinion of Bradley Arant Rose & White LLP
5(b) - The Registrant undertakes to submit the Plan to the
Internal Revenue Service (the "IRS") in a timely
manner for a determination letter as to the Plan's
qualified status, and the Registrant will make all
changes required by the IRS in order to qualify the
Plan.
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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