<PAGE> 1
As filed with the Securities and Exchange Commission on March 10, 1999
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------------
Form S-8
Registration Statement
Under
The Securities Act of 1933
----------------------
The Colonial BancGroup, Inc.
(Exact name of registrant as specified in its charter)
Delaware 63-0661573
(State of Incorporation) (I.R.S. Employer Identification No.)
One Commerce Street, Suite 800
Montgomery, Alabama 36104 (334) 240-5000
(Address of principal executive offices) (Telephone No.)
Nonqualified Stock Option Agreement and
Nonqualified Stock Option Agreement
(Full title of plans)
Copies to:
William A. McCrary Willard H. Henson
Vice President and Miller, Hamilton, Snider & Odom, L.L.C.
Legal Counsel One Commerce Street, Suite 305
Post Office Box 1108 Montgomery, Alabama 36104
Montgomery, Alabama 36101
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities to be Amount to be Registered Prop. Max. Offering Price Prop. Max. Aggregate Amount of Fee
Registered Per Unit Offering Price
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 64,000 $7.585 (1) $485,440 (1) $134.95
par value $2.50 per
share
======================================================================================================================
</TABLE>
(1) PURSUANT TO RULE 457(h)(1) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROPOSED MAXIMUM OFFERING PRICE PER SHARE AND THE PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE ARE ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE
REGISTRATION FEE.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement. All documents subsequently filed by the registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 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. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act that contains audited financial
statements for the registrant's latest fiscal year for which such
statements have been filed, i.e., the Annual Report on Form 10-K for
the fiscal year ending December 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registrant's documents referred to in (a) above, i.e., the Current
Report on Form 8-K dated January 19, 1999.
(c) The description of the Common Stock contained in the registrant's
Form 8-A dated November 22, 1994, effective February 22, 1995.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Miller, Hamilton, Snider &
Odom, L.L.C. as to certain issues
regarding the securities being
registered.
10.1 Nonqualified Stock Option Agreement by and
between the Registrant and Richard Garner,
dated February 13, 1998.
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
10.2 Nonqualified Stock Option Agreement by and
between the Registrant and Joel
Whittenhall, dated February 12, 1998.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Hamilton, Snider &
Odom, L.L.C.
24 Power of attorney, filed as Exhibit 24
to the registrant's Registration
Statement on Form S-4, Registration
No. 333-39283, and incorporated
herein by reference.
</TABLE>
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 Montgomery, Alabama, on the 9th day of March,
1999.
THE COLONIAL BANCGROUP, INC.
BY: /s/ Robert E. Lowder
---------------------------------------
Its Chairman of the Board of Directors
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>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Robert E. Lowder Chairman of the Board **
- --------------------------- of Directors, and Chief
Robert E. Lowder
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
Executive Officer
/s/ W. Flake Oakley, IV Chief Financial Officer, **
- --------------------------- Treasurer and Secretary
W. Flake Oakley, IV
* Director **
- ---------------------------
Lewis Beville
* Director **
- ---------------------------
William Britton
* Director **
- ---------------------------
Jerry J. Chesser
* Director **
- ---------------------------
Augustus K. Clements, III
* Director **
- ---------------------------
Robert Craft
* Director **
- ---------------------------
Patrick F. Dye
Director
- ---------------------------
James L. Hewitt
* Director **
- ---------------------------
Clinton O. Holdbrooks
* Director **
- ---------------------------
Harold D. King
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
* Director **
- ---------------------------
John Ed Mathison
* Director **
- ---------------------------
Milton McGregor
* Director **
- ---------------------------
John C. H. Miller, Jr.
* Director **
- ---------------------------
Joe D. Mussafer
* Director **
- ---------------------------
William E. Powell, III
* Director **
- ---------------------------
Jack H. Rainer
* Director **
- ---------------------------
Jimmy Rane
* Director **
- ---------------------------
Frances E. Roper
* Director **
- ---------------------------
Simuel Sippial
* Director **
- ---------------------------
Ed V. Welch
</TABLE>
5
<PAGE> 6
* The undersigned, acting pursuant to a power of attorney, has signed this
registration statement on form S-8 for and on behalf of the persons indicated
above as such persons true and lawful, attorney-in-fact and in their names,
places and stead, in the capacities indicated above and on the date indicated
below.
/s/ W. Flake Oakley, IV
- ------------------------
W. Flake Oakley, IV
Attorney-in-Fact
**Date: March 9, 1999
6
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE COLONIAL BANCGROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
7
<PAGE> 8
EXHIBIT INDEX
EXHIBIT PAGE
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Miller, Hamilton, Snider &
Odom, L.L.C. as to certain issues
regarding the securities being
registered.
10.1 Nonqualified Stock Option Agreement by and
between the Registrant and Richard Garner,
dated February 13, 1998.
10.2 Nonqualified Stock Option Agreement by and
between the Registrant and Joel
Whittenhall, dated February 12, 1998.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Hamilton, Snider &
Odom, L.L.C.
24 Power of attorney, filed as Exhibit 24
to the registrant's Registration
Statement on Form S-4, Registration
No. 333-39283, and incorporated
herein by reference.
</TABLE>
8
<PAGE> 1
EXHIBIT 5.1
OPINION OF MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
AS TO LEGALITY OF SECURITIES BEING REGISTERED
9
<PAGE> 2
March 9, 1999
Montgomery Office
The Colonial BancGroup, Inc.
One Commerce Street, Suite 800
Montgomery, Alabama 36104
Re: Registration Statement on Form S-8 relating to the Nonqualified
Stock Option Agreements
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by The
Colonial BancGroup, Inc., a Delaware corporation (the "Company"), in connection
with the proposed issuance by the Company of 64,000 additional shares of its
Common Stock, par value $2.50 per share, from authorized but unissued shares
pursuant to the Company's Nonqualified Stock Option Agreement by and between
the Company and Richard Garner, dated February 13, 1998 and Nonqualified Stock
Option Agreement by and between the Company and Joel Whittenhall, dated
February 12, 1998 (the "Plans"). We have also acted as counsel for the Company
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of the registration
statement on Form S-8 referred to in the caption above. In this connection we
have reviewed such documents and matters of law as we have deemed relevant and
necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) The Company is a corporation duly organized and existing under
the laws of the State of Delaware;
(ii) The shares of Common Stock of the Company referred to above, to
the extent actually issued pursuant to the Plans from the Company's authorized
but unissued shares of Common Stock, will be duly and validly authorized and
issued and will be fully paid and nonassessable shares of
10
<PAGE> 3
Common Stock of the Company; and
(iii) Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced registration statement. In consenting to the inclusion of our
opinion in the registration statement we do not thereby admit that we are a
person whose consent is required pursuant to Section 7 of the Securities Act of
1933, as amended.
Sincerely,
/s/ Miller, Hamilton, Snider & Odom, L.L.C.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
11
<PAGE> 1
EXHIBIT 10.1
NONQUALIFIED STOCK OPTION AGREEMENT BY AND BETWEEN THE REGISTRANT
AND RICHARD GARNER, DATED FEBRUARY 13, 1998
12
<PAGE> 2
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made, effective as of the 13th day of February, 1998, by
and between The Colonial BancGroup, Inc., a corporation organized under the
laws of Delaware (hereinafter referred to as "BancGroup"), and Richard Garner
(hereinafter referred to as "Optionee").
WHEREAS, Optionee is a valuable and trusted employee of BancGroup (or a
subsidiary of BancGroup), and BancGroup considers it desirable and in its best
interest that Optionee be given an inducement to acquire a further proprietary
interest in BancGroup, and an added incentive to advance the interests of
BancGroup by possessing an option to purchase voting shares of BancGroup.
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
Grant of Option.
1. BancGroup hereby grants to Optionee the right, privilege, and option
to purchase 19,300 shares of its Common Stock at the purchase price of $15.17
per share in the manner and subject to the conditions hereinafter provided.
Reference is made to that certain Employment Agreement by and between BancGroup
and Optionee dated as of February 12, 1998 (the "Employment Agreement"). This
option agreement shall predominate in the event of any inconsistency between
this Agreement and the Employment Agreement in regard to the options granted
herein.
2. Time of Exercise of Option.
The aforesaid option may be exercised at any time, and from time to
time, in whole or in part, until the termination thereof as provided in Section
4 below; provided, however, that the options granted herein shall vest,
provided the Optionee is employed on the anniversary dates set forth herein,
and be exercisable, pursuant to the following vesting schedule: 33.3% on the
first anniversary
13
<PAGE> 3
of the effective date of this Agreement, 66.6% on the second anniversary of the
effective date of this Agreement and 100% on the third anniversary of the
effective date of this Agreement. However, if Optionee's employment is
terminated for any reason other than (1) for cause as defined in Section 2.2 of
the Employment Agreement or (2) voluntarily by Optionee, then the vesting of
such options shall be accelerated to 100% on the date of such termination, and
Optionee may exercise the option in full within the time period allowed by
Section 4 of this Agreement.
3. Method of Exercise.
The option shall be exercised by written notice directed to the
Compensation Subcommittee of the Personnel and Compensation Committee of
BancGroup, at its principal place of business, accompanied by a certified or
cashier's check in payment of the option price for the number of shares
specified and paid for. BancGroup shall make immediate delivery of such shares,
provided that if any law or regulation requires BancGroup to take any action
with respect to the shares specified in such notice before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to take such action.
4. Termination of Option.
Except as herein otherwise stated, the option, to the extent not
theretofore exercised, shall terminate upon the first to occur of the following
dates:
(a) the expiration of one year after the date on which Optionee's
employment by BancGroup, or any of its subsidiaries, is terminated (except if
such termination be by a reason of death);
(b) in the event of Optionee's death while in the employ of
BancGroup, or any of its subsidiaries, the person or persons to whom Optionee's
rights pass by Will or by the laws of descent and distribution may exercise,
within one (1) year after the date of the appointment of a personal
representative for Optionee's estate, the option as to any of the shares not
theretofore exercised
14
<PAGE> 4
during his lifetime;
(c) the February 12, 2008 (being the expiration of ten (10) years
from the grant of this option).
Notwithstanding any provision herein to the contrary, if Optionee's
employment is terminated for cause as defined by Section 2.2 of the Employment
Agreement, then all rights granted thereby shall terminate and expire upon such
termination.
5. Reclassification, Consolidation, or Merger.
If and to the extent that the number of issued shares of Common Stock
of BancGroup shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to option and the option price per share shall be
proportionally adjusted. If BancGroup is reorganized or consolidated or merged
with another corporation, Optionee shall be entitled to receive options
covering shares of such reorganized, consolidated or merged corporation in the
same proportion, at an equivalent price, and subject to the same conditions.
For purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation, or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give Optionee additional benefits which
Optionee did not have under the old option, or deprive Optionee of benefits
which Optionee had under the old option.
6. Rights Prior to Exercise of Option.
This option is non-transferable by Optionee, except in the event of
Optionee's death as
15
<PAGE> 5
provided in Section 4(b) above, and during Optionee's lifetime is exercisable
only by Optionee. Optionee shall have no rights as a stockholder with respect
to the option shares until payment of the option price and delivery to Optionee
of such shares as herein provided.
7. Status of Option.
This option is not intended to be treated as an Incentive Stock Option
as defined in the Internal Revenue Code of 1986, as amended.
8. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.
THE COLONIAL BANCGROUP, INC.
By: /s/ W. Flake Oakley, IV
----------------------------------------
W. Flake Oakley, IV
Secretary
/s/ Richard Garner
----------------------------------------
Richard Garner
16
<PAGE> 1
EXHIBIT 10.2
NONQUALIFIED STOCK OPTION AGREEMENT BY AND BETWEEN THE REGISTRANT
AND JOEL WHITTENHALL, DATED FEBRUARY 12, 1998
17
<PAGE> 2
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made, effective as of the 12th day of February, 1998, by
and between The Colonial BancGroup, Inc., a corporation organized under the
laws of Delaware (hereinafter referred to as "BancGroup"), and Joel Whittenhall
(hereinafter referred to as "Optionee").
WHEREAS, Optionee is a valuable and trusted employee of BancGroup (or a
subsidiary of BancGroup), and BancGroup considers it desirable and in its best
interest that Optionee be given an inducement to acquire a further proprietary
interest in BancGroup, and an added incentive to advance the interests of
BancGroup by possessing an option to purchase voting shares of BancGroup.
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
Grant of Option.
1. BancGroup hereby grants to Optionee the right, privilege, and option
to purchase 12,700 shares of its Common Stock at the purchase price of $15.17
per share in the manner and subject to the conditions hereinafter provided.
2. Time of Exercise of Option.
The aforesaid option may be exercised at any time, and from time to
time, in whole or in part, until the termination thereof as provided in Section
4 below; provided, however, that the options granted herein shall vest,
provided the Optionee is employed on the anniversary dates set forth herein,
and be exercisable, pursuant to the following vesting schedule: 20% on the
first anniversary of the effective date of this Agreement, 40% on the second
anniversary of the effective date of this Agreement, 60% on the third
anniversary of the effective date of this Agreement, 80% on the fourth
anniversary of the effective date of this Agreement, and 100% on the fifth
anniversary of the
18
<PAGE> 3
effective date of this Agreement.
3. Method of Exercise.
The option shall be exercised by written notice directed to the
Compensation Subcommittee of the Personnel and Compensation Committee of
BancGroup, at its principal place of business, accompanied by a certified or
cashier's check in payment of the option price for the number of shares
specified and paid for. BancGroup shall make immediate delivery of such shares,
provided that if any law or regulation requires BancGroup to take any action
with respect to the shares specified in such notice before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to take such action.
4. Termination of Option.
Except as herein otherwise stated, the option, to the extent not
theretofore exercised, shall terminate upon the first to occur of the following
dates:
(a) the expiration of three (3) months after the date on which
Optionee's employment by BancGroup, or any of its subsidiaries, is terminated
(except if such termination be by a reason of death);
(b) in the event of Optionee's death while in the employ of
BancGroup, or any of its subsidiaries, the person or persons to whom Optionee's
rights pass by Will or by the laws of descent and distribution may exercise,
within one (1) year after the date of the appointment of a personal
representative for Optionee's estate, the option as to any of the shares not
theretofore exercised during his lifetime;
(c) the February 12, 2008 (being the expiration of ten (10) years
from the grant of this option).
Notwithstanding any provision herein to the contrary, if Optionee's
employment is terminated
19
<PAGE> 4
as a result of deliberate, willful or gross misconduct as determined by the
Board of Directors or the Compensation Subcommittee of the Personnel and
Compensation Committee of BancGroup, then all rights granted thereby shall
terminate and expire upon such termination.
5. Reclassification, Consolidation, or Merger.
If and to the extent that the number of issued shares of Common Stock
of BancGroup shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to option and the option price per share shall be
proportionally adjusted. If BancGroup is reorganized or consolidated or merged
with another corporation, Optionee shall be entitled to receive options
covering shares of such reorganized, consolidated or merged corporation in the
same proportion, at an equivalent price, and subject to the same conditions.
For purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the option immediately before such reorganization, consolidation, or
merger over the aggregate option price of such shares, and the new option or
assumption of the old option shall not give Optionee additional benefits which
Optionee did not have under the old option, or deprive Optionee of benefits
which Optionee had under the old option.
6. Rights Prior to Exercise of Option.
This option is non-transferable by Optionee, except in the event of
Optionee's death as provided in Section 4(b) above, and during Optionee's
lifetime is exercisable only by Optionee. Optionee shall have no rights as a
stockholder with respect to the option shares until payment of the option price
and delivery to Optionee of such shares as herein provided.
20
<PAGE> 5
7. Status of Option.
This option is not intended to be treated as an Incentive Stock Option
as defined in the Internal Revenue Code of 1986, as amended.
8. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.
THE COLONIAL BANCGROUP, INC.
By: /s/ W. Flake Oakley, IV
----------------------------------------
W. Flake Oakley, IV
Secretary
/s/ Joel Whittenhall
----------------------------------------
Joel Whittenhall
21
<PAGE> 1
EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
22
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 26, 1999, on our audits of the
consolidated financial statements of The Colonial BancGroup, Inc. as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998, which report is included in The Colonial BancGroup, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Montgomery, Alabama
March 9, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
CONSENT OF COUNSEL
To: The Colonial BancGroup, Inc.
We hereby consent to the use in this registration statement of The
Colonial BancGroup, Inc., on Form S-8 of our name in this registration
statement.
/s/ Miller, Hamilton, Snider & Odom, L.L.C.
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
Montgomery, Alabama
March 9, 1999
24
