SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
SOUTHERN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0939887
(State or other jurisdiction of (I.R.S. Employer Identification
incorpation of organization) Number)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices, including zip code)
SOUTHERN NATIONAL CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
Jerone C. Herring, Esq.
Southern National Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
(910) 733-2180
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
Common
Stock, par value
$5.00 per share 6,000,000 shares $28.625 $171,750,000 $59,224
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high
and low prices of the registrant's common stock on May 13, 1996,
as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Southern National
Corporation (the "Company" or "SNC") with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the
year ended December 31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;
(c) the Company's Current Reports on Form 8-K filed
with the Commission on April 15, 1996 and May 3, 1996, respectively;
(d) all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
referred to in (a) above; and
(e) the description of the Company's Common Stock, par
value $5.00 per share, contained in the Company's registration
statement filed with respect to such Common Stock, including any
amendment or report filed for the purposes of updating such
description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the laws of North Carolina, the Amended
and Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors and
officers for monetary damages to the Company or its shareholders
except in the event of willful misconduct or a knowing violation of
the criminal law or any federal or state securities law. The
Articles also require indemnification of any person against
liability incurred in connection with any proceeding to which that
person is made a party by reason of (i) his service to the Company
as a director or officer or (ii) his service as director, officer,
trustee or partner to some other enterprise at the request of the
Company, except in the event of willful misconduct or a knowing
violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
5 Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. (included
in Exhibit 5).
24 Power of Attorney of Directors and Officers of the Company.
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 (the
"Securities Act");
(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;
(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 Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement
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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 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
Southern National Corporation 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 Winston-Salem, State of North Carolina, on this 15th
day of May, 1996.
SOUTHERN NATIONAL CORPORATION
By: Jerone C. Herring
Jerone C. Herring
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated on May 15, 1996.
John A. Allison IV* Scott E. Reed
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice
Chief Executive Officer President and Chief
(principal executive officer) Financial Officer
Sherry A. Kellett Paul B. Barringer*
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
W. R. Cuthbertson, Jr.*
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
A. J. Dooley, Sr.* Joe L. Dudley, Sr.*
Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr.
Title: Director Title: Director
Tom D. Efird* O. William Fenn, Jr.*
Name: Tom D. Efird Name: O. William Fenn, Jr.
Title: Director Title: Director
Paul S. Goldsmith* L. Vincent Hackley*
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
Ernest F. Hardee* Richard Janeway, M.D.*
Name: Ernest F. Hardee Name: Richard Janeway, M.D.
Title: Director Title: Director
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J. Ernest Lathem, M.D.* James H. Maynard*
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
Joseph A. McAleer* Albert O. McCauley*
Name: Joseph A. McAleer Name: Albert O. McCauley
Title: Director Title: Director
Dickson McLean, Jr.* Charles E. Nichols*
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
L. Glenn Orr, Jr.* A. Winniett Peters*
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
Richard L. Player, Jr.* C. Edward Pleasants, Jr.*
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
Nido R. Qubein* A. Tab Williams, Jr.*
Name: Nido R. Qubein Name: A. Tab Williams, Jr.
Title: Director Title: Director
*By: Jerone C. Herring
Name: Jerone C. Herring
Attorney-in-Fact
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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Southern National Corporation
Exhibit No. Description
5 Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Womble Carlyle Sandridge & Rice, P.L.L.C.
(included in Exhibit 5).
24 Power of Attorney of Directors and Officers of the
Company.
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WOMBLE CARLYLE SANDRIDGE & RICE Exhibit 5
A PROFESSIONAL LIMITED LIABILITY COMPANY
3300 ONE FIRST UNION CENTER
301 SOUTH COLLEGE STREET
CHARLOTTE, NORTH CAROLINA 28202-6025
OTHER OFFICES
GARZA BALDWIN, III TELEPHONE (704) 331-4900 ATLANTA, GA
(704) 331-4907 FACSIMILE (704) 331-4955 RALEIGH, NC
WINSTON-SALEM, NC
May 15, 1996
Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-8 with respect
to the Southern National Corporation 1995 Omnibus
Stock Incentive Plan
Ladies and Gentlemen:
We are acting as counsel for Southern National
Corporation (the "Company") in connection with its registration
under the Securities Act of 1933, as amended, of 6,000,000 shares of
its common stock, $5.00 par value (the "Shares"), which are proposed
to be offered and sold pursuant to the Company's 1995 Omnibus Stock
Incentive Plan, as amended and restated effective April 23, 1996
(the "Plan"), and pursuant to the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") with respect
to the Shares.
In rendering this opinion, we have relied upon, among
other things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary.
Based upon the foregoing, and having regard for such
legal considerations as we have deemed relevant, we are of the
opinion that the Shares have been duly authorized and, upon issuance
pursuant to the terms of 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.
Sincerely,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: Garza Baldwin, III
Garza Baldwin, III
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Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 18, 1996 (except with respect to the matter
discussed in Note J to the consolidated financial statements, as to
which the date is February 28, 1996), included in Southern National
Corporation's Form 10-K for the year ended December 31, 1995, and to
all references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
May 15, 1996.
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Exhibit 24
POWER OF ATTORNEY
Each of the undersigned, being a director of Southern National
Corporation (the Corporation ), hereby nominates, constitutes and
appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or
any one of them severally, to be his true and lawful attorney-in-
fact and on his behalf and in his name to sign a registration
statement or registration statements on Form S-8, and all amendments
thereto, and to file the same under the Securities Act of 1933, as
amended (the Act ), in connection with the registration under the
Act of shares of the Corporation's common stock issuable pursuant to
the Southern National Corporation 1995 Omnibus Stock Incentive Plan,
as it may be amended from time to time, the registration statement
or registration statements to be in such form as such attorney-in-
fact shall approve, such approval to be conclusively evidenced by
his signing thereof; and each of the undersigned agrees to ratify
and confirm all that such attorneys-in-fact or any of them shall do
in the exercise or purported exercise of the powers hereby granted.
IN WITNESS WHEREOF, this Power of Attorney has been executed
by the undersigned this 24th day of October, 1995.
John A. Allison J. Ernest Lathem, M.D.
John A. Allison J. Ernest Lathem, M.D.
Paul B. Barringer James H. Maynard
Paul B. Barringer James H. Maynard
W. R. Cuthbertson, Jr. Joseph A. McAleer, Jr.
W. R. Cuthbertson, Jr. Joseph A. McAleer, Jr.
Albert O. McCauley
Ronald E. Deal Albert O. McCauley
A. J. Dooley, Sr. Dickson McLean, Jr.
A. J. Dooley, Sr. Dickson McLean, Jr.
Joe L. Dudley, Sr. Charles E. Nichols
Joe L. Dudley, Sr. Charles E. Nichols
Tom D. Efird L. Glenn Orr, Jr.
Tom D. Efird L. Glenn Orr, Jr.
O. William Fenn, Jr. A. Winniett Peters
O. William Fenn, Jr. A. Winniett Peters
Paul S. Goldsmith Richard L. Player, Jr.
Paul S. Goldsmith Richard L. Player, Jr.
Lloyd Vincent Hackley C. Edward Pleasants, Jr.
Lloyd Vincent Hackley C. Edward Pleasants, Jr.
Ernest F. Hardee Nido R. Qubein
Ernest F. Hardee Nido R. Qubein
Richard Janeway, M.D. A. Tab Williams, Jr.
Richard Janeway, M.D. A. Tab Williams, Jr.
