The Registrant requests that the Registration Statement become effective immediately upon
filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on August 10, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 6711 | 63-0591257 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
AmSouth Center
1900 Fifth Avenue North
Birmingham, Alabama 35203
(205) 320-7151
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
AmSouth Bancorporation
Employee Stock Purchase Plan
(full title of the Plan)
T. KURT MILLER Senior Vice President and General Counsel |
With a Copy to: | |
J. Michael Savage | ||
Maynard, Cooper & Gale, P.C. | ||
AMSOUTH BANCORPORATION | 1901 Sixth Avenue North | |
1900 Fifth Avenue North | Suite 2400 | |
AmSouth Center, 10th Floor | Birmingham, Alabama 35203 | |
Birmingham, Alabama 35203 | ||
(205) 801-0178 |
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | |||||||
Common Stock, $1.00 par value (and associated Preferred Stock Purchase Rights) |
1,000,000 shares | $ | 24.40 per share | $ | 24,400,000 | $ | 3,091 |
(1) | Estimated only for the purpose of calculating the registration fee. Such estimates have been calculated in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933 and are based upon the average of the high and low prices reported in the consolidated reporting system of the offered securities on August 4, 2004. |
Pursuant to General Instruction E of Form S-8, the contents of AmSouth Bancorporations Registration Statements on Form S-8 (33-2927, 333-27107 and 333-42556) are hereby incorporated by reference. In addition, the following information is included:
PART II
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation.
The Registrants Restated Certificate of Incorporation, as amended, and Directors and Officers Liability Insurance Policy provide for indemnification for the Registrants directors and officers against certain liabilities.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
3.1 | Restated Certificate of Incorporation of AmSouth Bancorporation (incorporated by reference to the Registrant=s Current Report on Form 8-K filed October 15, 1999, Exhibit 3.1). | |
3.2 | Bylaws of AmSouth Bancorporation (incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, Exhibit 3.2). | |
4.1 | Agreement and Addendum for Advances and Security Agreement with Blanket Floating Lien and Agreement for Advances, Specific Collateral Pledge and Security Agreement (incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2000, Exhibit 4-a). | |
4.2 | Addendum to Agreement for Advances and Security Agreement with Blanket Floating Lien (incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2003, Exhibit 4.2). | |
4.3 | Second Addendum to the Agreement for Advances and Security Agreement with Blanket Floating Lien (incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, Exhibit 4) | |
4.4 | Stockholder Protection Rights Agreement dated as of December 18, 1997, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Series A Preferred Stock (incorporated by reference to the Registrants Report on Form 8-K filed on December 18, 1997, Exhibit 4.1, filed with the Securities and Exchange Commission in Washington, D.C., SEC file no. 1-7476). | |
5 | Opinion of Carl L. Gorday, Assistant General Counsel of Registrant. | |
15 | Letter re Unaudited Interim Financial Information | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Carl L. Gorday (included in Exhibit 5) | |
24 | Powers of Attorney |
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SIGNATURES
Pursuant to the requirements of the Securities 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 Birmingham, State of Alabama, as of the 10th day of August, 2004.
AMSOUTH BANCORPORATION | ||
By: |
/s/ C. Dowd Ritter | |
C. Dowd Ritter | ||
Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of August 10, 2004.
Signature |
Title | |
/s/ C. Dowd Ritter C. Dowd Ritter |
Chairman of the Board, President, Chief Executive Officer and a Director (Principal Executive Officer) | |
/s/ Beth E. Mooney Beth E. Mooney |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
* Earnest W. Deavenport, Jr. |
A Director | |
* Martha R. Ingram |
A Director | |
* Ronald L. Kuehn, Jr. |
A Director | |
* James R. Malone |
A Director | |
* Charles D. McCrary |
A Director |
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Signature |
Title | |
* Claude B. Nielsen |
A Director | |
* Cleophus Thomas, Jr. |
A Director |
* | Carl L. Gorday, by signing his name hereto, does sign this document on behalf of each of the persons indicated above pursuant to powers of attorney executed by such persons and filed with the Securities and Exchange Commission. |
By: |
/s/ Carl L. Gorday | |
Carl L. Gorday |
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