<PAGE> 1
As filed with the Securities and Exchange Commission
on July 16, 1996
Registration No. 3
----
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIRROM CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
TENNESSEE
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(State or other jurisdiction of incorporation or organization)
62-1583116
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(I.R.S. employer identification no.)
500 CHURCH STREET, SUITE 200
NASHVILLE, TN 37219
--------------------------
(Address of principal executive offices)
SIRROM CAPITAL CORPORATION
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1996 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full title of the plan)
CARL W. STRATTON
500 CHURCH STREET, SUITE 200
NASHVILLE, TN 37219
----------------------------
(Name and address of agent for service)
(615) 256-0701
--------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock 1,004,000 shares $23.50 $23,594,000 $8,136
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</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended, and are based on the
average of the high and low price per share of the Registrant's Common Stock as
reported on The Nasdaq Stock Market's National Market (the "National Market")
on July 12, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents previously filed by Sirrom Capital Corporation
(the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
2. The Registrant's Quarterly Report on Form 10-QA-1 for the
fiscal quarter ended March 31, 1995; and
3. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated
November 23, 1994, as amended or updated pursuant to the
Exchange Act.
All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares offered hereby have been
sold or which deregisters all shares then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein) modifies or replaces such
statement. Any statement so modified or replaced shall not be deemed, except
as so modified or replaced, to constitute a part hereof.
Item 4. Description of Securities.
-------------------------
Inapplicable.
II-1
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Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity, the director or
officer reasonably believed such conduct was in the corporation's best
interests; (iii) in all other cases, the director or officer reasonably
believed that his conduct was at least not opposed to the best interests of the
corporation; and (iv) in connection with any criminal proceeding, the director
or officer had no reasonable cause to believe his conduct was unlawful. In
actions brought by or in the right of the corporation, however, the TBCA
provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly
received. In cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding instigated because of his
status as an officer or director of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides
that a court of competent jurisdiction, upon application, may order that an
officer or director be indemnified for reasonable expenses if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, notwithstanding the fact
that (i) he was adjudged liable to the corporation in a proceeding by or in the
right of the corporation; (ii) he was adjudged liable on the basis that
personal benefit was improperly received by him; or (iii) he breached his duty
of care to the corporation.
The Company's Charter provides that to the fullest extent permitted by
Tennessee law, no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this Charter provision relieves the Company's
directors from personal liability to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability arising from a judgment or other final adjudication establishing (i)
a breach of the director's duty of loyalty; (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law; (iii)
unlawful distributions; or (iv) receipt of an improper personal benefit. In
addition, the Company's Bylaws provide that each director or officer of the
Company shall be indemnified by the Company to the fullest extent allowed by
Tennessee law.
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<PAGE> 4
Item 7. Exemption From Registration Claimed.
-----------------------------------
Inapplicable.
Item 8. Exhibits.
--------
See Exhibit Index (page II-7).
Item 9. Undertakings.
------------
A. The 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, as amended (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 Registrant pursuant to Section 13 or 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.
II-3
<PAGE> 5
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
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 Nashville, State of Tennessee, on the 12th day
of July, 1996.
SIRROM CAPITAL CORPORATION
By: /s/ George M. Miller, II
----------------------------------
George M. Miller, II
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints George M. Miller, II and Carl W.
Stratton, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ John A. Morris, Jr., M.D. Chairman of the Board July 12, 1996
- ------------------------------------ and Director
John A. Morris, Jr., M.D.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ George M. Miller, II Chief Executive Officer, July 12, 1996
- ------------------------------------
George M. Miller, II President and Director
(Principal Executive Officer)
/s/ Carl W. Stratton Chief Financial Officer July 12, 1996
- ------------------------------------
Carl W. Stratton (Principal Financial and
Accounting Officer)
/s/ E. Townes Duncan Director July 12, 1996
- ------------------------------------
E. Townes Duncan
/s/ William D. Eberle Director July 12, 1996
- ------------------------------------
William D. Eberle
/s/ Edward J. Mathias Director July 12, 1996
- ------------------------------------
Edward J. Mathias
/s/ Robert A. McCabe, Jr. Director July 15, 1996
- ------------------------------------
Robert A. McCabe, Jr.
/s/ Raymond H. Pirtle, Jr. Director July 12, 1996
- ------------------------------------
Raymond H. Pirtle, Jr.
/s/ L. Edward Wilson Director July 12, 1996
- ------------------------------------
L. Edward Wilson
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE
------ ----------- ----------
4.1 Charter of Sirrom Capital Corporation (incorporated by
reference to Exhibit a. of the Registrant's Registration
Statement on Form N-2, as amended, (File No. 33-86680), filed
with the Commission on November 23, 1994)
4.2 Bylaws of Sirrom Capital Corporation (incorporated by reference
to Exhibit b. of the Registrant's Registration Statement on
Form N-2, as amended, (File No. 33-86680), filed with the
Commission on November 23, 1994)
4.3 Amendment No. 1 to Bylaws (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the period ended
March 30, 1995 filed with the Commission on May 12, 1995)
4.4 Amended and Restated 1994 Stock Option Plan (incorporated by
reference to Exhibit i.1 in the Registrant's Registration
Statement on Form N-2, as amended, (File No. 33-86680), filed
with the Commission on November 23, 1994)
4.5 1995 Stock Option Plan for Non-Employee Directors (incorporated
by reference to Exhibit i.3 in the Registrant's Registration
Statement on Form N-2, as amended (File No. 33-95394), filed
with the Commission on August 3, 1995)
4.6 1996 Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.3 in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995, filed with the Commission on
March 29, 1995)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
23.2 Consent of Arthur Andersen, LLP
24 Power of Attorney (included on page II-6)
II-7
<PAGE> 1
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELPHONE (423) 521-6200
TELECOPIER (423) 521-6234
July 16, 1996
Sirrom Capital Corporation
500 Church Street, Suite 200
Nashville, TN 37219
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
Amended and Restated 1994 Stock Option Plan, the 1995 Stock Option Plan for
Non-Employee Directors and the 1996 Stock Incentive Plan (collectively, the
"Plans") filed by you with the Securities and Exchange Commission covering
1,004,000 shares (the "Shares") of common stock, no par value per share,
issuable pursuant to the Plans.
In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
pursuant to and in accordance with the Plans, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
[ARTHUR ANDERSEN LLP LOGO]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Sirrom Capital
Corporation of our report dated January 26, 1996 included in the Sirrom Capital
Corporation Annual Report on Form 10-K for the year ended Decemeber 31, 1995.
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 16, 1996
