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As filed with the Securities and Exchange Commission on November 21, 1995
Registration No. 33 ______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
FIRST TENNESSEE NATIONAL CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
HARRY A. JOHNSON, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-5624
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copy to:
CLYDE A. BILLINGS, JR.
Vice President & Counsel
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of Registration
Registered Registered Price per Share(1) Aggregate Offering Fee(1)
Price(1)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock and
Associated Rights 1,500,000 $55.25 $82,875,000 $28,578
=======================================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the
high and low prices reported on the Nasdaq Stock Market for Registrant's stock
on November 14, 1995.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The registrant's latest annual report, and where interests in the plan are being
registered, the plan's latest annual report, filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act.
(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 document referred to in (a)
above.
(c) If the class of securities to be offered is registered under Section 12 of the
Exchange Act, the description of such class of securities contained in a registration
statement filed under such Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and 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 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 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 herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
This item is not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of original issue shares of $2.50 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of
FTNC common stock and holds options to purchase such shares in an amount deemed
substantial by securities regulations. On November 1, 1995, the number of
shares, including options, beneficially owned was approximately 10,900.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501 through 48-18-509
authorize a corporation to provide for the indemnification of officers,
directors, employees and agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. FTNC has adopted the provisions of the Tennessee statute pursuant
to Article XXVIII of its Bylaws. Also FTNC has a "Directors' and Officers'
Liability Insurance Policy" which provides coverage sufficiently broad to
permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders
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for breach of the duty of care. FTNC has adopted the provisions of the statute
as Article 13 of its charter.
The shareholders of FTNC have approved an amendment to Article XXVIII
of the Bylaws pursuant to which FTNC is required to indemnify each director and
any officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
This item is not applicable.
Item 8.
Exhibits
--------
4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i) to FTNC's registration
statement on Form S-4 (No. 33-53331) filed April 28, 1994 and incorporated herein by
reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to FTNC's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC
and First Tennessee Bank National Association as Rights Agent, incorporated by
reference to FTNC's registration statement on Form 8-A, filed September 8, 1989.
5 Opinion of Clyde A. Billings, Jr. as to legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above).
24 Powers of Attorney.
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;
(ii) To reflect in the prospectus any fact 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, represents 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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 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 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 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
Section 15(d) of the Securities Exchange Act of 1934, (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.
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SIGNATURES
The Registrant. 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
Memphis and State of Tennessee, on November 21, 1995.
FIRST TENNESSEE NATIONAL CORPORATION
By: James F. Keen
----------------------------------------
James F. Keen
Senior Vice President and Controller
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 date indicated.
Signature Title Date
--------- ----- -----
Ralph Horn* President and Chief Executive Officer November 21, 1995
----------------------------- (Principal Executive Officer)
Ralph Horn and a Director
Elbert L. Thomas, Jr.* Senior Vice President November 21, 1995
----------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President November 21, 1995
----------------------------- and Controller (principal
James F. Keen accounting officer)
Director November , 1995
-----------------------------
Jack A. Belz
Director November , 1995
-----------------------------
Robert C. Blattberg
J. R. Hyde, III* Director November 21, 1995
-----------------------------
J. R. Hyde, III
Director November , 1995
-----------------------------
R. Brad Martin
Joseph Orgill, III* Director November 21, 1995
-----------------------------
Joseph Orgill, III
Director November , 1995
----------------------------
Richard E. Ray
Director November , 1995
----------------------------
Vicki G. Roman
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Michael D. Rose* Director November 21, 1995
---------------------------
Michael D. Rose
William B. Sansom* Director November 21, 1995
---------------------------
William B. Sansom
Gordon P. Street, Jr.* Director November 21, 1995
---------------------------
Gordon P. Street, Jr.
Ronald Terry* Director November 21, 1995
---------------------------
Ronald Terry
By: Clyde A. Billings, Jr. November 21, 1995
------------------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Table No.
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4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i) to FTNC's registration
statement on Form S-4 (No. 33-53331) filed April 28, 1994 and incorporated herein by
reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to FTNC's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC
and First Tennessee Bank National Association as Rights Agent, incorporated by
reference to FTNC's Registration Statement on Form 8-A, filed September 8, 1989.
5 Opinion of Clyde A. Billings, Jr. as to legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in opinion filed as Exhibit 5).
24 Powers of Attorney.
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