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As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. 33-
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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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FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0799975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
HARTSVILLE BANCSHARES, INC.
STOCK OPTION PLAN AGREEMENT
PURSUANT TO EMPLOYMENT AGREEMENT
DATED APRIL 12, 1983, AND AMENDED AS OF MAY
14, 1985, OCTOBER 11, 1988, AND MAY 15, 1990
(Full Title of Plans)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE PRESIDENT-ADMINISTRATION, PRINCIPAL FINANCIAL OFFICER, SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0606
(615) 748-2049
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Unit (1) Offering Price (1)
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Common Stock, par 64,072 shares Variable $1,389,985 $479.31
value $5 share
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(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 475(h) under the Securities Act of 1933, as amended,
pursuant to which the registration fee may be calculated,inter alia,
based upon the price at which the options may be exercised.
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PART I
INFORMATION REQUIRED IN THE
10 (a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to the participant in the
Hartsville Bancshares, Inc. Stock Option Plan Agreement pursuant to Employment
Agreement by and between Hartsville Bancshares, Inc. and Joseph H. Crabtree,
Sr. dated April 12, 1983, and amended as of May 14, 1985, October 11, 1988, and
May 15, 1990, in accordance with Rule 428 (b) (1). In accordance with Rule 424
and in reliance on Rule 428, such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
First American Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The following documents are hereby incorporated in this Registration
Statement by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated April 24, 1972, as
amended January 31, 1983, November 29, 1985 and May 13, 1986,
filed by the Company to register such securities under the
Exchange Act.
(4) Agreement and Plan of Merger by and between the Company and
Hartsville Bancshares, Inc., dated as of October 11, 1996, as
Exhibit 2.1 of Registration Statement File No. 333-16243.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof 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 herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which is also
incorporated by reference herein) modifies and supersedes such statement. Any
statement so modified or superseded shall not be deemed or to constitute a part
hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable, as the Common Stock is registered under Section 12 of
the 1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon
by Martin E. Simmons, Executive Vice President, General Counsel, Principal
Financial Officer, and Secretary of the Company. At the time of his opinion,
Mr. Simmons was the beneficial owner of 39,858 shares of Common Stock
(including shares of Common Stock which may be acquired upon the exercise of
currently outstanding options).
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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, he reasonably
believed such conduct was in the corporation's best interests; (iii) in all
other cases, he reasonably believed that his conduct was not opposed to the
best interests of the corporation; and (iv) in connection with any criminal
proceeding, such person 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 proceedings 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 personal benefit was improperly
received. 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 registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
registrant's directors from personal liability to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions to in good faith or which involved intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
Additionally, the registrant's Restated Charter provides that indemnification
for directors, officers, employees and agents of the registrant may be provided
either directly or through the purchase of insurance, by the registrant from
time to time to the fullest extent and in the manner permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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*4.1 -- Agreement and Plan of Merger by and between the Company and
Hartsville Bancshares, Inc., dated as of October 11, 1996, as
Exhibit 2.1 of Registration Statement File No. 333-16243.
5 -- Opinion of Counsel, including Counsel's consent concerning the
securities registered hereunder.
15 -- Letter re: unaudited interim financial information.
23.1 -- Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 -- Consent of Martin E. Simmons (included as part of Exhibit 5).
24 -- Powers of Attorney
* Incorporated herein by reference.
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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;
(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 in such
information in the registration statement; provided, however,
that subparagraphs (i) and (ii) above, do not apply if the
registration statement is 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 subparagraphs is contained
in periodic reports filed with or furnished to the Commission
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 herein, 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 Nashville, State of Tennessee, on
January 8, 1997.
FIRST AMERICAN CORPORATION
(REGISTRANT)
BY: /s/
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DENNIS C. BOTTORFF
CHAIRMAN 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:
PRINCIPAL OFFICERS:
/s/ Dennis C. Bottorff Chairman, President, and January 8, 1997
- ------------------------- Chief Executive Officer
Dennis C. Bottorff
/s/ Martin E. Simmons Executive Vice President -- January 8, 1997
- ------------------------- Administration, General
Martin E. Simmons Counsel, Secretary and
Principal Financial Officer
/s/ M. Jack Vannatta, Jr. Executive Vice President January 8, 1997
- ------------------------- and Principal Accounting
M. Jack Vannatta, Jr. Officer
DIRECTORS:
/s/ Sam H. Anderson, Jr. January 8, 1997
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Sam H. Anderson, Jr.
/s/ Dennis C. Bottorff January 8, 1997
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Dennis C. Bottorff
/s/ Earnest W. Deavenport, Jr. January 8, 1997
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Earnest W. Deavenport, Jr.
/s/ Reginald D. Dickson January 8, 1997
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Reginald D. Dickson
/s/ T. Scott Fillebrown, Jr. January 8, 1997
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T. Scott Fillebrown, Jr.
/s/ James A. Haslam II January 8, 1997
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James A. Haslam II
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/s/ Martha R. Ingram January 8, 1997
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Martha R. Ingram
/s/ Walter G. Knestrick January 8, 1997
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Walter G. Knestrick
/s/ Gene C. Hoonce January 8, 1997
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Gene C. Koonce
/s/ James R. Martin January 8, 1997
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James R. Martin
/s/ Robert A. McCabe, Jr. January 8, 1997
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Robert A. McCabe, Jr.
/s/ Dale W. Polley January 8, 1997
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Dale W. Polley
/s/ Roscoe R. Robinson, M.D. January 8, 1997
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Roscoe R. Robinson, M.D.
/s/ James F. Smith, Jr. January 8, 1997
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James F. Smith, Jr.
/s/ Cal Turner, Jr. January 8, 1997
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Cal Turner, Jr
/s/ Celia A. Wallace January 8, 1997
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Celia A. Wallace
/s/ Ted H. Welch January 8, 1997
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Ted H. Welch
/s/ David K. Wilson January 8, 1997
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David K. Wilson
/s/ Toby S. Wilt January 8, 1997
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Toby S. Wilt
/s/ William S. Wire II January 8, 1997
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William S. Wire II
*By: /s/ Mary Neil Price January 8, 1997
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Mary Neil Price
Attorney in Fact
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EXHIBIT INDEX
INDEX
NUMBER DESCRIPTION
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*4.1 Agreement and Plan of Merger by and between
the Company and Hartsville Bancshares, Inc., dated
as of October 11, 1996, as Exhibit 2.1 of Registration
Statement File No. 333-16243
5 Opinion of Counsel, including Counsel's consent, concerning
securities registered hereunder.
15 Letter re: unaudited interim financial information
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Martin E. Simmons (included as part of Exhibit 5).
24 Powers of Attorney
* Incorporated herein by reference.