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As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 333- ______________
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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
2000 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.
SENIOR VICE PRESIDENT & COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TN 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
be Registered Offering Price per Share(1) Aggregate Offering Fee (1)
Price(1)
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Common Stock and 1,500,000 $31.19 $46,785,000 $12,351
Associated Rights
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(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the New York Stock Exchange for Registrant's stock on
November 29, 1999.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by First Tennessee National Corporation
("FTNC" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 and Amendment No.1 thereto on Form 10-K/A,
filed June 29, 1999.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(c) The description of Registrant's common stock contained in
Registrant's registration statement on Form 8-A, filed July
26, 1999, and any amendment or report filed for the purpose of
updating such description.
(d) The description of Registrant's shareholder protection rights
contained in Registrant's registration statement on Form 8-A,
filed October 23, 1998, and 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 $0.625 par value common stock
of Registrant to be issued pursuant to the Plan has been passed upon by Clyde A.
Billings, Jr., Senior 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,
1999, the number of shares, including options, beneficially owned by Mr.
Billings was approximately 49,100 shares.
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 Six 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.
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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 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 Six 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 Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit
3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of October
20, 1998, between FTNC and First Tennessee Bank National
Association as Rights Agent, attached as Exhibit 1 to FTNC's
registration statement on Form 8-A, filed October 23, 1998 and
incorporated herein by reference.
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;
Notwithstanding the foregoing,
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any increase or decrease in the 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% 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 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 paragraphs 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
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 December 6, 1999.
FIRST TENNESSEE NATIONAL CORPORATION
By: Elbert L. Thomas, Jr.
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Elbert L. Thomas, Jr.
Executive Vice President and Chief Financial Officer
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
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Ralph Horn* Chairman of the Board, President December 6, 1999
- ----------------------------- and Chief Executive Officer
Ralph Horn (principal executive officer)
and a Director
Elbert L. Thomas, Jr.* Executive Vice President December 6, 1999
- -------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President and December 6, 1999
- ----------------------------- Corporate Controller (principal
James F. Keen accounting officer)
Robert C. Blattberg* Director December 6, 1999
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Robert C. Blattberg
Carlos H. Cantu* Director December 6, 1999
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Carlos H. Cantu
George E. Cates* Director December 6, 1999
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George E. Cates
J. Kenneth Glass* Director December 6, 1999
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J. Kenneth Glass
James A. Haslam, III* Director December 6, 1999
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James A. Haslam, III
John C. Kelley, Jr.* Director December 6, 1999
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John C. Kelley, Jr.
Director December , 1999
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R. Brad Martin
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Joseph Orgill, III* Director December 6, 1999
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Joseph Orgill, III
Vicki R. Palmer* Director December 6, 1999
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Vicki R. Palmer
Michael D. Rose* Director December 6, 1999
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Michael D. Rose
William B. Sansom* Director December 6, 1999
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William B. Sansom
By: Clyde A. Billings, Jr. December 6, 1999
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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 Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit
3(b) to FTNC's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of October
20, 1998, between FTNC and First Tennessee Bank National
Association as Rights Agent, attached as Exhibit 1 to FTNC's
Registration Statement on Form 8-A, filed October 23, 1998 and
incorporated herein by reference.
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.