Registration No.333-
As filed with the Securities and Exchange Commission on September 9, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
F&M NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0857462
(State of Incorporation) (I.R.S. Employer Identification No.)
9 Court Square
Winchester, Virginia 22601
(540) 655-4200
(Address of principal executive office, including zip code)
F&M National Corporation
1992 Incentive and Non-Qualified Stock Option Plan
(Full Title of the Plan)
Alfred B. Whitt
President and Chief Financial Officer
F&M National Corporation
9 Court Square, Winchester, Virginia 22601
(540) 655-4200
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
George P. Whitley, Esq.
LeClair Ryan, A Professional Corporation
707 East Main Street, Eleventh Floor
Richmond, Virginia 23219
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed maximum Proposed maximum Amount to
to be registered registered(1) offering price per share(2) aggregate offering price registration fee
Common Stock
($2.00 par value) 500,000 shares $26.69 $13,345,000 $3,936.78
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(1)This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of a stock dividend, stock split, split-up, recapitalization or
similar event.
(2)Estimated solely for the purpose of calculating the registration fee. Based
on the average of the high and low prices of the Registrant's Common Stock on
the New York Stock Exchange on September 1, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1 Plan Information.
Not required to be filed. This registration statement relates to 500,000
shares of the Registrant's Common Stock which are reserved for sale under the
F&M National Corporation 1992 Incentive and Non-Qualified Stock Option Plan (the
"Plan"). The Plan was approved by shareholders of the Registrant in 1992 and
will terminate in 2002. In 1992, 250,000 shares of the Registrant's Common Stock
were registered with the Securities and Exchange Commission (the "Commission")
in connection with the Plan. The increase in the number of shares reserved under
the Plan was approved by shareholders of the Registrant on April 28, 1998.
Item 2 Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference.
F&M National Corporation (the "Company") hereby incorporates by reference
into this registration statement the documents listed below which have been
filed with the Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-4 as filed with the Commission on
March 16, 1998 (File No. 333-47981).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and
shall be deemed to be part of this registration statement from the date of
filing of such documents.
Item 4 Description of Securities.
Not applicable.
Item 5 Interests of Named Experts and Counsel.
Not applicable.
Item 6 Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company is
incorporated permit it to indemnify its officers and directors against certain
liabilities with the approval of its shareholders. The articles of incorporation
of the Company, which have been approved by its shareholders, provide for the
indemnification of each director and officer (including former directors and
officers and each person who may have served at the request of the Company as a
director or officer of any other legal entity and, in all such cases, his or her
heirs, executors and administrators) against liabilities (including expenses)
reasonably incurred by him or her in connection with any actual or threatened
action, suit or proceeding to which he or she may be made party by reason of his
or her being or having been a director or officer of the Company, except in
relation to any action, suit or proceeding in which he or she has been adjudged
liable because of willful misconduct or a knowing violation of the criminal law.
The Company has purchased officers' and directors' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company against certain losses resulting from
claims against them in their capacities as directors and officers to the extent
that such losses are not indemnified by the Company and (2) the Company to the
extent that it indemnifies such directors and officers for losses as permitted
under the laws of Virginia.
Item 7 Exemption from Registration Claimed.
Not applicable.
Item 8 Exhibits
5.0 Opinion of LeClair Ryan, A Professional Corporation, as to the
legality of the shares offered hereunder.
23.1 Consent of Yount, Hyde & Barbour, P.C., as accountants for F&M.
23.2 Consent of LeClair Ryan (included in Exhibit 5.0).
24.0 Powers of Attorney (included in Part II of this Registration
Statement).
99.0 F&M National Corporation 1992 Incentive and Non-Qualified Stock
Option Plan, as amended and restated.
Item 9 Undertakings.
The undersigned registrant hereby undertakes:
(a) (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;
(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 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 the 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 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.
(c) 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 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.
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 Winchester, Commonwealth of Virginia on September 9,
1998.
F&M NATIONAL CORPORATION
By: /s/ Alfred B. Whitt
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Alfred B. Whitt, Vice Chairman and President
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.
Each person whose signature appears below constitutes and appoints Alfred
B. Whitt and Charles E. Curtis, and each of them singly, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, and for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all registration statements or applications to the Securities
and Exchange Commission, the regulatory authorities of any state in the United
States or any other regulatory authorities as may be necessary to permit up to
500,000 shares of Common Stock of the Company to be offered in the United States
under the F&M National Corporation 1992 Incentive and Non-Qualified Stock Option
Plan (as amended), including without limitation any and all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission or any other such regulatory authority,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite or necessary to be done to
enable F&M National Corporation to comply with the provisions of the Securities
Act of 1933, and all requirements of the Securities and Exchange Commission as
well as all other laws, rules and regulations relating to the offer and sale of
securities, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his or her substitute may lawfully do or cause to be done by
virtue hereof.
Signature Capacity Date
/s/ W. M. Feltner Chairman of the Board September 9, 1998
- ------------------ and Chief Executive
W. M. Feltner Officer and Director
(Principal Executive
Officer)
/s/ Alfred B. Whitt Vice Chairman, President September 9, 1998
- -------------------- and Chief Financial
Alfred B. Whitt Officer and Director
(Principal Financial
Officer)
/s/ Charles E. Curtis Vice Chairman, Chief September 9, 1998
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Charles E. Curtis and Director
/s/ Frank Armstrong, III Director September 9, 1998
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Frank Armstrong,III
/s/ William H. Clement Director September 9, 1998
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William H. Clement
/s/ John R. Fernstrom Director September 9, 1998
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John R. Fernstrom
/s/ William R. Harris Director September 9, 1998
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William R. Harris
/s/ L. David Horner, III Director September 9, 1998
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L. David Horner, III
/s/ Jack R. Huyett Director September 9, 1998
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Jack R. Huyett
/s/ J. D. Shockey, Jr. Director September 9, 1998
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J. D. Shockey, Jr.
/s/ Ronald W. Tydings Director September 9, 1998
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Ronald W. Tydings
/s/ Fred G. Wayland, Jr. Director September 9, 1998
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Fred G. Wayland, Jr.