As filed with the Securities and Exchange Commission on October 20, 2003
Registration No. 333-______________
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 of Incorporation) (I.R.S. Employer Identification No.)
165 Madison Avenue
Memphis, Tennessee 38103
(901) 523-4444
(Address of principal executive offices)
First Tennessee National Corporation 2003 Equity Compensation Plan
(Full Title of the 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 and telephone number of agent for service)
(with copy to:)
CLYDE A. BILLINGS, JR.
Senior Vice President, Assistant General Counsel and Corporate Secretary
First Tennessee National Corporation
165 Madison Avenue
Memphis, Tennessee 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered(1) Price Per Share Offering Price Registration Fee
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Common Stock and 3,000,000 (2) $43.83 (3) $131,490,000 (3) $ 10,637.54
Associated Rights
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(1) This Registration Statement shall also cover any additional shares of
the Registrant's Common Stock that become issuable under the First
Tennessee National Corporation 2003 Equity Compensation Plan (the "2003
Plan") by reason of any dividend, stock split, recapitalization or
other similar transactions effected without receipt of consideration
that increases the number of shares of the Registrant's Common Stock
outstanding.
(2) This figure represents the number of shares of Common Stock authorized
and registered hereby under the 2003 Plan. The maximum number of shares
which may be sold upon exercise of options granted under the 2003 Plan
is subject to adjustment in accordance with certain anti-dilution and
other provisions of such 2003 Plan.
(3) Calculated pursuant to Rule 457(h)(l), based on the average of the high
and low prices reported on the New York Stock Exchange for Registrant's
Common Stock on October 16, 2003
Pursuant to Rule 462 of the Securities Act of 1933 Act, as amended, the
Registration Statement on Form S-8 shall be effective upon filing with the
Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by First Tennessee National Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
1. The Registrant's most recent annual report on Form 10-K for the year
ended December 31, 2002.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003.
3. The Registrant's Current Reports on Form 8-K filed with the Commission
dated May 7, 2003, May 12, 2003, June 9, 2003, and July 30, 2003.
4. 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.
5. 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.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), 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 thereof from the date of filing of such documents. Any
statement contained 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
No response is required to this item.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Section 11(a) of the Securities Act of 1933, as amended (the "1933 Act"),
provides that if any part of a registration statement at the time it becomes
effective contains an untrue statement of a material fact or omits a material
fact required to be stated therein or necessary to make the statements therein
not misleading, any person acquiring a security pursuant to the registration
statement may assert a claim against, among others, an accountant who has
consented to be named as having certified any part of the registration statement
or as having prepared any report for use in connection with the registration
statement unless it is proven that at the time such person acquired the security
the person knew of such untruth or omission.
The Registrant dismissed Arthur Andersen LLP ("Arthur Andersen") as its
independent public accountant on May 15, 2002, as described in the Registrant's
Form 8-K dated May 15, 2002, and filed May 16, 2002. After reasonable efforts,
the Registrant has not been able to obtain Arthur Andersen's consent to the
naming of that firm as an expert or to the incorporation by reference of Arthur
Andersen's audit report dated January 15, 2002 in this Registration Statement as
required by Section 7 of the Securities Act.
SEC Rule 437a promulgated pursuant to the 1933 Act permits the
registrant to file registration statements that contain or incorporate by
reference financial statements in which Arthur Andersen had been acting as the
independent public accountant without filing the written consent of Arthur
Andersen required by Section 7 of the 1933 Act. The lack of a consent from
Arthur Andersen will generally make unavailable a claim against the accountant
relating to securities acquired pursuant to this Registration Statement under
Section 11(a) of the 1933 Act for any untrue statement of a material fact
contained in the financial statements audited by Arthur Andersen or any
omissions to state a material fact required to be stated in those financial
statements or necessary to make the statements in those financial statements not
misleading.
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 1933 Act. The Registrant has adopted the provisions of the
Tennessee statute pursuant to Article Six of its Bylaws. Also the Registrant 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
1933 Act.
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. The Registrant has adopted the
provisions of the statute as Article 13 of its Charter.
Article Six of the Bylaws requires the Registrant 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
No response is required to this item.
Item 8. EXHIBITS
Exhibit Number Description
-------------- -----------
4.1 Restated Charter of the Registrant, as amended, attached
as Exhibit 3(i) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997 and
incorporated herein by reference.
4.2 Bylaws of the Registrant, as amended and restated,
attached as Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 and incorporated herein by reference.
4.3 First Tennessee National Corporation 2003 Equity
Compensation Plan, attached as Appendix A to the
Registrant's Definitive Proxy Statement filed with the
Securities and Exchange Commission on March 18, 2003 and
incorporated herein by reference.
4.4 Shareholder Protection Rights Agreement, dated as of October
20, 1998, between the Registrant and First Tennessee Bank
National Association as Rights Agent, attached as Exhibit 1
to the Registrant's Registration Statement on Form 8-A,
filed October 23, 1998 and incorporated herein by reference.
5 Opinion and Consent of Baker, Donelson, Bearman, Caldwell
& Berkowitz
23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz
(contained in Exhibit 5)
2
23.2 Consent of KPMG LLP
24 Power 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
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.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 the purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) 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 1933 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 Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.
[SIGNATURE PAGE TO FOLLOW]
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 October 20, 2003.
FIRST TENNESSEE NATIONAL CORPORATION
By: /s/ Sarah L. Meyerrose
------------------------------------------------
Sarah L. Meyerrose, Executive Vice President -
Corporate and Employee Services
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.
NAME TITLE DATE
---- ----- ----
/s/ Ralph Horn* Chairman of the Board and a Director October 20, 2003
------------------------------------
Ralph Horn
/s/ J. Kenneth Glass*
------------------------------------ President, Chief Executive Officer and a October 20, 2003
J. Kenneth Glass Director (principal executive officer)
/s/ James F. Keen* Executive Vice President, Chief Financial Officer
------------------------------------ and Corporate Controller (principal financial October 20, 2003
James F. Keen officer and principal accounting officer)
/s/ Robert C. Blattberg*
------------------------------------ Director October 20, 2003
Robert C. Blattberg
/s/ George E. Cates*
------------------------------------ Director October 20, 2003
George E. Cates
/s/ James A. Haslam, III*
------------------------------------ Director October 20, 2003
James A. Haslam, III
/s/ R. Brad Martin*
------------------------------------ Director October 20, 2003
R. Brad Martin
/s/ Vicki R. Palmer*
------------------------------------ Director October 20, 2003
Vicki R. Palmer
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NAME TITLE DATE
---- ----- ----
/s/ Michael D. Ross*
------------------------------------ Director October 20, 2003
Michael D. Ross
/s/ William B. Sansom*
------------------------------------ Director October 20, 2003
William B. Sansom
/s/ Jonathan P. Ward*
------------------------------------ Director October 20, 2003
Jonathan P. Ward
/s/ Luke Yancy, III*
------------------------------------ Director October 20, 2003
Luke Yancy, III
*/s/ Clyde A. Billings, Jr.
------------------------------------ October 20, 2003
Clyde A. Billings, Jr., as
Attorney-in-Fact
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