<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 30, 1998
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIRROM CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
62-1583116
(I.R.S. EMPLOYER IDENTIFICATION NO.)
500 CHURCH STREET, SUITE 200
NASHVILLE, TN 37219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SIRROM CAPITAL CORPORATION
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
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1) FEE
- ------------------- ------------ -------------- --------- -----
<S> <C> <C> <C> <C>
Common Stock 4,927,098 shares $28.75 $141,654,068 $42,926
</TABLE>
(1) This figure represents the aggregate additional number of shares of
Common Stock being registered hereby for purchase by employees under
the 1996 Incentive Stock Option Plan (the "Plan"). There are also
registered an undetermined number of additional shares of Common Stock
that may become available for purchase in accordance with the
provisions of the Plan in the event of certain changes in the
outstanding shares of Common Stock of the Registrant such as a stock
dividend or stock split or a change in corporate structure such as a
merger, reorganization, consolidation or recapitalization.
(2) 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 New York Stock Exchange on
April 27, 1998.
<PAGE> 2
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, no
par value (the "Common Stock"), of Sirrom Capital Corporation, a Tennessee
corporation (the "Registrant"), issuable pursuant to the Registrant's 1996
Incentive Stock Plan. The Registrant's Registration Statement on Form S-8 (No.
333-08205), previously filed with the Securities and Exchange Commission (the
"Commission") on July 1, 1996, is hereby incorporated by reference.
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 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, 1997;
2. 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.
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 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 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
II-1
<PAGE> 3
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 a personal benefit was improperly received by
him; or (iii) he breached his duty of care to the corporation.
The Company's Amended and Restated Charter (the "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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
See Exhibit Index (page II-6).
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. 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 a 20 percent 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
Registration if on Form S-3, Form S-8 or Form F-3 and 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
II-2
<PAGE> 4
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 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 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-3
<PAGE> 5
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 27th day of
April, 1998.
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>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John A. Morris, Jr., M.D. Chairman of the Board April 27, 1998
- ----------------------------- and Director
John A. Morris, Jr., M.D.
/s/ George M. Miller, II Chief Executive Officer, April 27, 1998
- ----------------------------- President and Director
George M. Miller, II (Principal Executive Officer)
/s/ Carl W. Stratton Chief Financial Officer April 27, 1998
- ----------------------------- (Principal Financial and
Carl W. Stratton Accounting Officer)
/s/ E. Townes Duncan Director April 27, 1998
- -----------------------------
E. Townes Duncan
/s/ William D. Eberle Director April 27, 1998
- -----------------------------
William D. Eberle
/s/ Edward J. Mathias Director April 27, 1998
- -----------------------------
Edward J. Mathias
/s/ Robert A. McCabe, Jr. Director April 27, 1998
- -----------------------------
Robert A. McCabe, Jr.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Raymond H. Pirtle, Jr. Director April 27, 1998
- ---------------------------
Raymond H. Pirtle, Jr.
/s/ Keith M. Thompson Director April 27, 1998
- ---------------------------
Keith M. Thompson
/s/ Christopher H. Williams Director April 27, 1998
- ---------------------------
Christopher H. Williams
/s/ L. Edward Wilson Director April 27, 1998
- ---------------------------
L. Edward Wilson
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
4.1 Amended and Restated Charter of Sirrom Capital Corporation
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)
4.4 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)
4.5 Amendment No. 1 to 1996 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.28 in the Registrants Form 10-K for the year
ended December 31, 1997 filed with the Commission on March 26, 1997)
4.6 Amendment No. 2 to 1996 Incentive Stock Option Plan
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-4)
</TABLE>
II-6
<PAGE> 1
Exhibit 4.1
AMENDED AND RESTATED
CHARTER
OF
SIRROM CAPITAL CORPORATION
The undersigned corporation hereby amends and restates its charter pursuant
to T.C.A. Section 48-20-107, and states as follows:
1. The name of the corporation is Sirrom Capital Corporation.
2. The text of the amended and restated charter is as follows:
1. The name of the corporation is Sirrom Capital Corporation.
2. The corporation is for profit.
3. The street address of the corporation's principal office is:
500 Church Street, Suite 200
Nashville, Tennessee 37219
County of Davidson
4. (a) The name of the corporation's initial registered agent is Carl
W. Stratton.
(b) The street address of the corporation's initial registered
office in Tennessee is:
500 Church Street, Suite 200
Nashville, Tennessee 37219
County of Davidson
5. (a) The name and address of the incorporator is:
Maria-Lisa Caldwell, Esq.
Caldwell & Caldwell, P.C.
500 Church Street, Suite 200
Nashville, TN 37219
6. The number of shares of stock the corporation is authorized to
issue is seventy five million (75,000,000) shares of common
stock, no par value.
7. The shareholders of the corporation shall not have preemptive
rights.
8. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter
amended from time to time, a director of the corporation shall
not be liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director. If the
Tennessee Business Corporation Act or any successor statute is
amended after adoption of this provision to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by
the Tennessee Business Corporation Act, as so amended from time
to time. Any repeal or modification of this Paragraph 8 by the
shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification or with respect to events
occurring prior to such time.
<PAGE> 2
9. The purpose of the corporation is to provide assistance to small
business directly or indirectly through subsidiaries, including
making loans or other investments in small and medium sized
businesses, purchasing such loans and investments, providing
financial advisory and/or merger and acquisition advisory
services with respect to such businesses, investing in equity
securities of such businesses, being licensed under applicable
provisions of Tennessee law (including Chapter 5 and/or Chapter 8
of Title 45) and to engage in any other lawful business which the
Board of Directors determines to be necessary or appropriate in
connection or associated therewith.
3. The amended and restated charter was duly adopted by the Board of
Directors on February 27, 1998 and by the shareholders on April 17,
1998.
Dated: April 23, 1998 SIRROM CAPITAL CORPORATION
By: /s/ Maria Lisa Caldwell
---------------------------------
Maria-Lisa Caldwell, Secretary
2
<PAGE> 1
Exhibit 5
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 TELEPHONE (423)521-6200
TELECOPIER (423)521-6234
April 30, 1998
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 the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1996 Stock Incentive Plan, as amended (the "Plan") filed by you with the
Securities and Exchange Commission covering an additional 4,927,098 shares (the
"Shares") of common stock, no par value per share, issuable pursuant to the
Plan.
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 Plan, 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
Bass, Berry & Sims PLC
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
included in Sirrom Capital Corporation and subsidiaries annual report on Form
10-K for the fiscal year ended December 31, 1997 incorporated by reference in
or made part of this registration statement.
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
April 29, 1998
