As filed with the Securities and Exchange Commission on December 12, 2001
Registration No.
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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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Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
417 North 20th Street, Birmingham, AL 35203
(Address of Principal Executive Offices) (Zip Code)
Stock Options Issued Under Assumed Park Meridian
Financial Corporation Stock Option Plans
Employee Stock Option Plan
Stock Option Plan for Non-Employee Directors
(Full Title of Plan)
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Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(Name and address of agent for service)
(205) 326-7860
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
Charles C. Pinckney
Lange, Simpson, Robinson & Somerville LLP
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share* offering price** registration fee
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Common Stock, par 202,186 $23.90 $4,245,613.50 $1,014.70
value $.625 per share
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* Maximum option exercise price of stock options with exercise prices in the
range from $7.92 to $23.90.
** Calculated pursuant to Rule 457(h) based on the option exercise prices and
number of shares issuable at each price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:
a. Regions' Annual Report on Form 10-K for the year ended December 31,
2000;
b. Regions' Quarterly Reports on Form 10-Q for the three month periods
ended March 31, June 30, and September 30, 2001;
c. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 for the period since
December 31, 2000.
d. The description of Regions Common Stock under the heading "Item 1.
Capital Stock to be Registered" in the registration statement on Form
8-A of Regions relating to Regions Common Stock and in any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed pursuant to Sections 13, 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable to this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville LLP,
417 North 20th Street, Birmingham, Alabama, 35203. Henry E. Simpson, partner
of the firm, is a director of Regions. As of December 11, 2001, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
242,610 shares of Regions Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by the General
Corporation Law of Delaware. (b) No director of the corporation shall be
personally liable to the corporation or its stockholders for monetary
damages, for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derived an improper
personal benefit."
Section 145 of the Delaware General Corporation law empowers the Company
to indemnify its officers and directors under certain circumstances. The
pertinent provisions of that statute read as follows:
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less
than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in
this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
The Company has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity result in liability, or to
the Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on
inside information, illegal payments, dishonesty, accounting of securities
profits in violation of Section 16(b) of the Securities Exchange Act of 1934
and acts within the scope of the Pension Reform Act of 1974.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable to this Registration Statement.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes 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 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 represents a fundamental change in the
information set forth in the registration statement; and (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 such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment 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.
The undersigned Registrant further undertakes, 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.
The undersigned Registrant further undertakes 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 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 of
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.
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 Birmingham, State
of Alabama, on December 11, 2001.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
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Richard D. Horsley
Vice Chairman of the Board and
Executive 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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*
--------------------------- Chairman, President and Chief December 11, 2001
Carl E. Jones, Jr. Executive Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
--------------------------- Vice Chairman of the Board and December 11, 2001
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
*
--------------------------- Executive Vice President and December 11, 2001
D. Bryan Jordan Comptroller
(principal accounting officer)
*
--------------------------- Director December 11, 2001
Sheila S. Blair
*
--------------------------- Director December 11, 2001
James B. Boone, Jr.
*
--------------------------- Director December 11, 2001
James S.M. French
*
--------------------------- Director December 11, 2001
Olin B. King
*
--------------------------- Director December 11, 2001
Allen B. Morgan, Jr.
--------------------------- Director
Michael W. Murphy
*
--------------------------- Director December 11, 2001
Henry E. Simpson
--------------------------- Director
Lee J. Styslinger, Jr.
*
--------------------------- Director December 11, 2001
W. Woodrow Stewart
*
--------------------------- Director December 11, 2001
John H. Watson
*
--------------------------- Director December 11, 2001
C. Kemmons Wilson, Jr.
* By /s/ Richard D. Horsley as attorney-in-fact December 11, 2001
pursuant to a power of attorney.
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
4.1 Park Meridian Bank Employee Stock Option Plan
4.2 Park Meridian Bank Stock Option Plan for
Non-Employee Directors
5.1 Opinion Re: legality, of Lange, Simpson,
Robinson & Somerville LLP dated December 11, 2001
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lange, Simpson, Robinson &
Somerville LLP -- Included in Exhibit 5.1
24.1 Power of attorney
EXHIBIT 4.1
PARK MERIDIAN BANK
EMPLOYEE STOCK OPTION PLAN
(AS AMENDED)
1. PURPOSE
The purpose of the Park Meridian Bank Employee Stock Option Plan (the
"Plan") is to promote the growth and profitability of Park Meridian Bank (the
"Bank") from time to time by increasing the personal participation of officers
and key employees in the financial performance of the Bank, by enabling the
Bank to attract and retain officers and key employees of outstanding competence
and by providing employees with an equity opportunity in the Bank. This
purpose will be achieved through the grant of stock options ("Options") to
purchase shares of common stock of the Bank ("Common Stock").
2. ADMINISTRATION
The Plan shall be administered by the Bank's Board of Directors (the
"Board"); provided, however, that, if the Board includes members who are not
"disinterested persons" (as defined in Rule 1 6b-3 promulgated under the
Securities Exchange Act of 1934, as amended, (made applicable to the Bank under
F.D.I.C. Rule 335.410) or any applicable successor rule or regulation ("Rule
16b-3")), then all authority of the Board under the Plan shall be exercised by
a committee of the Board (the "Committee") composed solely of all members
thereof who are "disinterested persons" (as so defined).
The Board or Committee shall have complete authority to: (i)
interpret all terms and provisions of the Plan consistent with law; (ii) select
from the group of officers and key employees eligible to participate in the
Plan the officers and key employees eligible to whom Options shall be granted;
(iii) within the limits established herein, determine the number of shares to
be subject to, the exercise price of, and the term of each Option granted to
each of such officers and key employees; (iv) prescribe the form of
instrument(s) evidencing Options granted under this Plan; (v) determine the
time or times at which Options shall be granted to officers or key employees;
(vi) make special grants of Options to officers or key employees when
determined to be appropriate; (vii) provide, if appropriate, for the
exercisability of Options granted to officers or key employees in installments
or subject to specified conditions; (viii) determine the method of exercise of
Options granted to officers or key employees under the Plan; (ix) adopt, amend,
and rescind general and special rules and regulations for the Plan's
administration; and (x) make all other determinations necessary or advisable
for the administration of this Plan.
Any action which the Board or Committee is authorized to take may be
taken without a meeting if all the members of the Board or Committee sign a
written document authorizing such action to be taken, unless different
provision is made by the By-Laws of the Bank or by resolution of the Board or
Committee.
The Board or Committee may designate selected Board or Committee
members or certain employees of the Bank to assist the Board or Committee in
the administration of the Plan and may grant authority to such persons to
execute documents, including Options, on behalf of the Board or Committee;
subject in each such case to the requirements of Rule 16b-3.
No member or the Board or Committee or employee of the Bank assisting
the Board or Committee pursuant to the preceding paragraph shall be liable for
any action taken or determination made in good faith.
3. STOCK SUBJECT TO PLAN
The stock to be offered under this Plan shall be authorized but
unissued shares of Common Stock, shares of Common Stock previously issued and
thereafter acquired by the Bank, or any combination thereof. An aggregate of
201,494 shares are reserved for the grant under this Plan of Options. Any or
all of the options granted hereunder may, at the Board's or Committee's
discretion, be intended to qualify as incentive stock options under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). The number of
shares which may be granted under this Plan may be adjusted to reflect any
change in the capitalization of the Bank as contemplated by Section 9 of the
Plan and occurring after the adoption of this Plan. The Board or Committee
will maintain records showing the cumulative total of all shares subject to
Options outstanding under this Plan.
4. OPTIONS FOR OFFICERS AND KEY EMPLOYEES
a. Eligibility and Factors to be Considered in Granting Options
The grant of Options under this Section 4 shall be limited to those
officers and key employees of the Bank who effect the Bank's long-term
performance and are selected by the Board or Committee. In making any
determination as to the officer(s) and key employee(s) to whom Options shall be
granted under this Plan and as to the number of shares to be subject thereto,
the Board or Committee shall take into account, in each case, the level and
responsibility of the person's position, the level of the person's performance,
the person's level of compensation, the assessed potential of the person and
such additional factors as the Board or Committee shall deem relevant to the
accomplishment of the purposes of the Plan.
Options may be granted under this Plan only for a reason connected
with an officer's or key employee's employment by the Bank.
b. Allotment of Shares
The Board or Committee may, in its sole discretion and subject to the
provisions of this Plan, grant to participants eligible under this Plan, on or
after the date hereof, Options to purchase shares of Common Stock. Options
granted under this Plan may, at the discretion of the Board or Committee, be:
(i) Options which are intended to qualify as incentive stock options under
Section 422 of the Code; (ii) Options which are not intended so to qualify
under Section 422 of the Code; or (iii) both of the foregoing, if granted
separately, and not in tandem. Each Option granted under this Plan must be
clearly identified as to its status as an incentive stock option or not.
Options granted under this Plan may be allotted to participants in
such amounts, subject to the limitations specified in this Plan, as the Board
or Committee, in its sole discretion, may from time to time determine. No
single person may be granted options to purchase more than twenty percent of
the shares of Common Stock reserved under this Plan.
In the case of Options intended to be incentive stock options, the
aggregate fair market value (determined at the time of the Options' respective
grants) of the shares with respect to which incentive stock options are
exercisable for the first time by a participant hereunder during any calendar
year (under all plans taken into account pursuant to Section 422(d) of the
Code) shall not exceed $100,000. Options under this Plan not intended to
qualify as incentive stock options under Section 422 of the Code may be granted
to any Plan participant without regard to the Section 422(d) limitations.
c. Option Price
The price per share at which each Option granted under this Plan may
be exercised shall be such price as shall be determined by the Board or
Committee at the time of grant based on such criteria as may be adopted by the
Board or Committee at the time of grant in good faith, taking into account, in
each case, the market price of the Common Stock, the level and responsibility
of the person's position, the level of the person's performance, the person's
level of compensation, the assessed potential of the person, and such
additional factor or factors as the Board or Committee shall deem relevant to
the accomplishment of the purposes of the Plan; provided, however, that in no
event shall the exercise price per share of an Option be less than 100% of the
fair market value of the Bank's shares of Common Stock on the date the Option
is granted. In the case of an Option intended to qualify as an incentive stock
option under Section 422 of the Code, the price per share for owners of more
than 10% of the total combined voting power of all classes of stock of the Bank
shall not be less than 110% of the fair market value of the Common Stock at the
time such Option is granted.
If the Bank's shares of Common Stock are:
(1) actively traded on any national securities exchange or NASDAQ
system that reports their sales prices, fair market value shall be the average
of the high and low sales prices per share on the date the Board or Committee
grants the Option;
(2) otherwise traded over the counter, fair market value shall be
the average of the final bid and asked prices for the shares of Common Stock as
reported for the date the Board or Committee grants the Option; or
(3) not traded, the Board or Committee shall consider any factor or
factors which it believes affects fair market value, and shall determine fair
market value without regard to any restriction other than a restriction which
by its terms will never lapse.
d. Term of Option
The term of each Option granted under this Plan shall be established
by the Board or Committee, but shall not exceed 10 years (or 5 years for owners
of more than 10% of the total combined voting power of all classes of stock of
the Bank) from the date of the grant.
e. Time of Granting Options
The date of grant of an Option under this Plan shall, for all
purposes, be the date on which the Board or Committee makes the determination
of granting such Option. Notice of the determination shall be given to each
officer or key employee to whom an Option is so granted within a reasonable
time after the date of such grant.
f. Cancellation and Replacement of Options
The Board or Committee may at any time or from time to time permit
the voluntary surrender by the holder of any outstanding Option granted under
this Plan where such surrender is conditioned upon the granting under this Plan
to such holder of new Option(s) for such number of shares as the Board or
Committee shall determine, or may require such a voluntary surrender as a
condition precedent to the grant under this Plan of new Option(s) to such
holder.
The Board or Committee shall determine the terms and conditions of
any such new Option(s), including the prices at and periods during which they
may be exercised, in accordance with the provisions of this Plan, all or any of
which may differ from the terms and conditions of the Option(s) surrendered.
Any such new Option(s) shall be subject to all the relevant provisions of this
Plan.
The shares subject to any Option so surrendered shall no longer be
charged against the limitation or limitations provided in Section 3 of this
Plan and may again become shares subject to the same applicable limitations of
this Plan.
The granting of new Option(s) in connection with the surrender of
outstanding Option(s) under this Plan shall be considered for the purposes of
the Plan as the grant of new Option(s) and not an alteration, amendment or
modification of the Plan or of the Option(s) being surrendered.
5. NON-TRANSFERABILITY
An Option granted to a participant under this Plan shall not be
transferable by him or her except: (i) by will; (ii) by the laws of descent
and distribution; or (iii) pursuant to a qualified domestic relations order as
defined by the Code or in Title I of the Employee Retirement Income Security
Act, or the rules thereunder. In the case of an Option intended to be an
incentive stock option, such Option shall not be transferable by a participant
other than by will or the laws of descent and distribution and during the
optionee's lifetime shall be exercisable only by him or her.
6. EXERCISABILITY OF OPTIONS
Subject to the provisions of this Plan, an Option granted under this
Plan shall be exercisable at such time or times after the date of grant
thereof, according to such schedule and upon such conditions as may be
determined by the Board or Committee at the time of grant.
For a period of six months commencing on the date of grant of an Option
hereunder to a participant, such participant may not sell any share(s) of
Common Stock acquired upon exercise of such Option.
Any Option granted under this Plan which is intended to qualify as an
incentive stock option under Section 422 of the Code shall terminate in full
(whether or not previously exercisable) prior to the expiration of its term on
the date the optionee ceases to be an employee of the Bank, unless the optionee
shall (a) die while an employee of the Bank, in which case the participant's
legatee(s) under his or her last will or the participant's personal
representative or representatives may exercise all or part of the previously
unexercised portion of such Option at any time within one year, but not beyond
the expiration of its term, after the participant's death to the extent the
optionee could have exercised the Option immediately prior to his or her death
or in the amount purchasable under the Option immediately after the death of
the optionee, whichever is greater, (b) become permanently or totally disabled
within the meaning of section 22(e)(3) of the Code (or any successor provision)
while an employee of the Bank, in which case the participant or his or her
personal representative may exercise the previously unexercised portion of such
Option at any time within one year, but not beyond the expiration of its term,
after termination of his or her employment or directorship to the extent the
optionee could have exercised the Option immediately prior to such termination,
or (c) resign or retire with the consent of the Bank or have his or her
employment with the Bank terminated by the Bank terminated the participant may
exercise the previously unexercised portion of such Option at any time within
three months, but not beyond the expiration of its term, after the
participant's resignation, retirement or employment termination to the extent
the optionee could have exercised the Option immediately prior to such
resignation, retirement or employment termination.
Any Option granted under this Plan which is intended not to qualify as an
incentive stock option under Section 422 of the Code shall terminate in full
(whether or not previously exercisable) prior to the expiration of its term on
the date the optionee ceases to be an employee of the Bank, unless the optionee
shall (a) die while an employee of the Bank, in which case the participants
legatee(s) under his or her last will or the participant's personal
representative or representatives may exercise all or part of the previously
unexercised portion of such Option at any time within two years after the
participant's death to the extent the optionee could have exercised the Option
immediately prior to his or her death or in the amount purchasable under the
Option immediately after the death of the optionee, whichever is greater, (b)
become permanently or totally disabled within the meaning of Section 22(e)(3)
of the Code (or any successor provision) while an employee of the Bank, in
which case the participant or his or her personal representative may exercise
the previously unexercised portion of such Option at any time within two years
after termination of his or her employment to the extent the optionee could
have exercised the Option immediately prior to such termination, (c) resign
with the consent of the Bank or have his or her employment with the Bank
terminated by the Bank for any reason other than an "Immediate Termination
Reason" (as defined below), in which case of resignation or termination the
participant may exercise the previously unexercised portion of such Option at
any time within three months after the participant's resignation or employment
termination to the extent the optionee could have exercised the Option
immediately prior to such resignation or employment termination, (d) retire
with the consent of the Bank after the optionee has reached his or her 55th
birthday and has at least 10 years of service with the Bank, in which case the
participant may exercise the previously unexercised portion of such Option at
any time prior to the expiration of its fixed term to the extent the optionee
could have exercised the Option immediately prior to such retirement, or (e)
retire with the consent of the Bank in any circumstance not covered by the
preceding clause (d), in which case the participant may exercise the previously
unexercised portion of such Option at any time within two years after the
participant's retirement to the extent the optionee could have exercised the
Option immediately prior to such retirement.
For purposes of this Section 6, employment termination for an "Immediate
Termination Reason" means termination of employment by reason of gross
misconduct, which will include but may not be limited to the following: (i)
obvious intoxication on the job or possession of any alcoholic substance on the
premises of the Bank, or (ii) misuse of Bank assets (which shall include but be
limited to cash, equipment, and/or other assets).
In no event may an Option be exercised after the expiration of its fixed
term.
7. METHOD OF EXERCISE
Each Option granted under the Plan shall be deemed exercised when the
holder (a) shall indicate the decision to do so in writing delivered to the
Bank, (b) shall at the same time tender to the Bank payment in full in cash of
the exercise price for the shares for which the Option is exercised, (c) shall
tender to the Bank payment in full in cash of the amount of all federal and
state withholding or other employment taxes applicable to the taxable income,
if any, of the holder resulting from such exercise, and (d) shall comply with
such other reasonable requirements as the Board or Committee may establish.
No person, estate, or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate
for the shares has been delivered.
An Option granted under this Plan may be exercised for any lesser number
of shares than the full amount for which it could be exercised. Such a partial
exercise of an Option shall not affect the right to exercise the Option from
time to time in accordance with this Plan for the remaining shares subject to
the Option.
8. TERMINATION OF OPTIONS
An Option granted under this Plan shall be considered terminated in whole
or in part, to the extent that, in accordance with the provisions of this Plan
and such Option, it can no longer be exercised for any shares originally
subject to the Option. The shares subject to any Option or portion thereof,
which terminates, shall no longer be charged against the applicable limitation
or limitations provided in Section 3 of this Plan and may again become shares
available for the purposes, and subject to the same applicable limitations, of
this Plan.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding Common Stock of the Bank by
reason of a stock dividend, stock split, stock consolidation, recapitalization,
reorganization, merger, split up or the like, the shares available for purposes
of this Plan and the number and kind of shares under option in outstanding
option agreements pursuant to this Plan and the option price under such
agreements shall be appropriately adjusted so as to preserve, but not increase,
the benefits of this Plan to the Bank and the benefits to the holders of such
Options; provided in the case of incentive stock options that, in the case of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the excess of the aggregate fair market value of
the shares subject to any Option immediately after such event over the
aggregate option price of such shares is not more than the excess of the
aggregate fair market value of all shares subject to the Option immediately
before such event over the aggregate option price of such shares.
Adjustments under this Section shall be made by the Board or Committee,
whose determination as to what adjustments shall be made and the extent
thereof, shall be final, binding and conclusive.
10. COMPLIANCE WITH SECURITIES LAWS AND OTHER REQUIREMENTS
No certificate(s) for shares shall be executed and delivered upon exercise
of an Option until the Bank shall have taken such action, if any, as is then
required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, Chapter 53 of the
North Carolina General Statutes and the regulations of the North Carolina
Banking Commission thereunder, the regulations of the Federal Deposit Insurance
Corporation, the North Carolina Uniform Securities Act, as amended, any other
applicable state securities law(s) and the requirements of any exchange on
which the Common Stock may, at the time, be listed.
In the case of the exercise of an Option by a person or estate acquiring
the right to exercise the Option by bequest or inheritance, the Board or
Committee may require reasonable evidence as to the ownership of the Option and
may require such consents and releases of taxing authorities as it may deem
advisable.
11. NO RIGHT TO EMPLOYMENT
Neither the adoption of the Plan nor its operation, nor any document
describing or referring to the Plan, or any part thereof, shall confer upon any
employee participant under the Plan any right to continue in the employ of the
Bank or shall in any way affect the right and power of the Bank to terminate
the employment with the Bank of any participant under this Plan at any time
with or without assigning a reason therefor, to the same extent as the Bank
might have done if this Plan had not been adopted.
12. AMENDMENT AND TERMINATION
The Board or Committee may at any time suspend, amend, or terminate this
Plan. The Board or Committee may make such modifications of the terms and
conditions of a holder's Option as it shall deem advisable. No Option may be
granted during any suspension of the Plan or after such termination.
Notwithstanding the foregoing provisions of this Section, no amendment,
suspension or termination shall, without the consent of the holder of an
Option, alter or impair any rights or obligations under any Option theretofore
granted under the Plan.
In addition to the Board or Committee approval of an amendment, if the
amendment would: (i) materially increase the benefits accruing to
participants; (ii) increase the number of securities issuable under this Plan
(other than an increase pursuant to Section 9 hereof); (iii) change the class
or classes of individuals eligible to receive Options; or (iv) otherwise
materially modify the requirements for eligibility, then such amendment must be
approved by the holders of the Bank's capital stock in the manner required by
Chapter 53 of the North Carolina General Statutes.
13. USE OF PROCEEDS
The proceeds received by the Bank from the sale of shares pursuant to
Options granted under the Plan shall be used for general corporate purposes as
determined by the Board.
14. INDEMNIFICATION OF BOARD OR COMMITTEE
In addition to such other rights of indemnification as they may have as
members of the Board, the members of the Board or Committee shall to the
fullest extent permitted by law, be indemnified by the Bank against the
reasonable expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit, or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Option granted thereunder, and against all amounts paid by
them in settlement thereof (provided the settlement is approved by independent
legal counsel selected by the Bank) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit, or proceeding that such
Board member or Committee member is liable for gross negligence or misconduct
in the performance of his duties; provided that within 60 days after
institution of any such action, suit or proceeding the Board member or
Committee member shall in writing offer the Bank the opportunity, at its own
expense, to handle and defend the same.
15. EFFECTIVE DATE OF THE PLAN
This Plan was adopted by the Board of the Bank on March 18, 1994, and
shall be effective as of such date, subject to its approval by the appropriate
shareholder vote at the next ensuing annual meeting of shareholders of the Bank
and the approval of the North Carolina Banking Commission.
16. DURATION OF THE PLAN
Unless previously terminated by the Board or Committee, this Plan shall
terminate at the close of business on March 18, 2004, and no Option shall be
granted under it thereafter, but such termination shall not affect any Option
theretofore granted under this Plan.
EXHIBIT 4.2
PARK MERIDIAN BANK
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose.
The general purpose of this Stock Option Plan for Directors (this "Plan")
is to provide a one-time grant of options to the directors of Park Meridian
Bank (the "Bank") who are not employees of the Bank.
2. Effective Date.
The effective date (the "Effective Date") of this plan shall be the later
to occur of the following: (i) the adoption of this Plan by the Board of
Directors of the Bank; (ii) the approval of this Plan by the affirmative vote
of two-thirds (2/3) of the outstanding shares of voting stock of the Bank; and
(iii) the approval of this Plan by the Commissioner of Banks of the State of
North Carolina (the "Commissioner").
3. Grant of Options.
On the Effective Date, the Bank shall issue to each person who is then a
director of the Bank an option to purchase up to 10,000 shares of common stock
having the terms set forth in this Plan; provided, however, that the Bank shall
issue to the Chairman of the Board of Directors an option to purchase up to
15,000 shares of common stock. Subsequent to the Effective Date, the Board of
Directors may award options under the terms of this Plan to any other person
upon such person's election to the Board of Directors.
4. Term of Options.
Options issued under this Plan shall expire if not exercised by the date
ten years after the date the options are issued.
5. Exercise Price.
The exercise price per share of options issued under this Plan shall be
the fair market value of a share of common stock of the Bank on the date the
options are issued as determined by the Board of Directors of the Bank;
provided, however, that such fair market value shall be no less than the per
share price paid in the stock transfer most recently preceding the Effective
Date to the extent the Bank is given notice of the price paid in such
transaction and to the extent such transaction occurred within one month of the
Effective Date.
6. Recapitalization.
Appropriate adjustments shall be made in the number of shares and in the
option price per share to give effect to adjustments made in the number of
shares of common stock of the Bank through a recapitalization,
reclassification, combination, stock dividend, stock split or other relative
change.
7. Transfer of Options.
No option issued under this Plan may be assigned or transferred, except
for transfers by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in Section 414(p)(l) of the
Internal Revenue Code, or any successor provision.
8. Manner of Exercise.
An option must be exercised for cash. An option may be exercised for any
lesser number of shares than the full amount for which it could be exercised,
and any partial exercise shall not affect the right to exercise the option for
the remaining shares.
9. Termination.
This Plan shall terminate automatically in the event that this Plan is not
approved by the holders of two-thirds (2/3) of the outstanding shares of voting
stock of the Bank at the 1998 annual meeting of shareholders of the Bank or any
postponements or adjournments thereof or if this Plan is not approved by the
Commissioner. Upon issuance of all options under this Plan, the Plan will
terminate.
10. Common Shares Subject to Plan.
The total number of shares that may be made subject to options granted
under this Plan shall not exceed 66,000. In the event that on the Effective
Date, there are more than 15 directors of the Bank, the number of shares
subject to an option granted under this Plan shall be reduced pro rata.
11. Amendment.
The Board of Directors of the Bank may, at any time, amend this Plan.
However, the Board of Directors may not amend this Plan (i) to materially
increase the benefits accruing to participants, (ii) to increase the number of
securities issuable under the Plan, (iii) change the class of individuals
eligible to receive options, or (iv) otherwise materially modify the
requirements for eligibility. The Board of Directors may also modify the terms
and conditions of any outstanding options to the same extent. Notwithstanding
the foregoing, no action may be taken that would alter or impair any rights or
obligations under any outstanding option without the consent of the holder of
the option.
EXHIBIT 5.1
LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
417 NORTH 20TH STREET, SUITE 1700
BIRMINGHAM, ALABAMA 35203
TELEPHONE: (205) 250-5000
FACSIMILE: (205) 250-5034
December 11, 2001
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Ladies and Gentlemen:
We render this opinion as counsel for Regions Financial Corporation, a
Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under those
certain stock option plans assumed by the Company in the acquisition of Park
Meridian Financial Corporation (the "assumed stock options"). We have
considered the terms of the assumed stock options and the pertinent definitive
acquisition agreement, and we have examined such other documents and records as
we have deemed necessary to examine for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that, when shares of common
stock of the Company are issued upon exercise of an Assumed Stock Option and
upon payment of the consideration therefore, such shares will be duly
authorized, validly issued, fully paid and non-assessable, with no personal
liability attaching to the ownership thereof.
We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.
Yours truly,
/s/ Lange, Simpson, Robinson & Somerville LLP
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Regions Financial Corporation pertaining
to the stock options assumed in the acquisition of Park Meridian Financial
Corporation of our report dated January 24, 2001 (except Note Y as to
which the date is March 5, 2001), with respect to the consolidated financial
statements of Regions Financial Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 2000, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
December 10, 2001
EXHIBIT 24.1
REGIONS FINANCIAL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and
officers of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute
and appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them,
the true and lawful agent and attorney-in-fact of the undersigned, with full
power of substitution and resubstitution, and with full power and authority in
said agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to stock options assumed in the acquisition of Park Meridian
Financial Corporation and to sign any and all amendments to such Registration
Statements.
SIGNATURE TITLE DATE
--------------------------- ----------------------------- -------------
/s/ Carl E. Jones, Jr.
-------------------------- Chairman of the Board, President July 18, 2001
Carl E. Jones, Jr. and Chief Executive Officer
and Director
(principal executive officer)
/s/ Richard D. Horsley
-------------------------- Vice Chairman of the Board and July 18, 2001
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ D. Bryan Jordan
----------------------------- Executive Vice President and July 18, 2001
D. Bryan Jordan Comptroller
(principal accounting officer)
/s/ Sheila S. Blair
------------------------------ Director July 18, 2001
Sheila S. Blair
/s/ James B. Boone, Jr.
------------------------------ Director July 18, 2001
James B. Boone, Jr.
/s/ James S.M. French
------------------------------ Director July 18, 2001
James S.M. French
/s/ Olin B. King
------------------------------ Director July 18, 2001
Olin B. King
/s/ Allen B. Morgan, Jr.
----------------------------- Director July 18, 2001
Allen B. Morgan, Jr.
------------------------------ Director
Michael W. Murphy
/s/ Henry E. Simpson
------------------------------ Director July 18, 2001
Henry E. Simpson
------------------------------ Director
Lee J. Styslinger, Jr.
/s/ W. Woodrow Stewart
------------------------------ Director July 18, 2001
W. Woodrow Stewart
/s/ John H. Watson
------------------------------ Director July 18, 2001
John H. Watson
/s/ C. Kemmons Wilson, Jr.
------------------------------ Director July 18, 2001
C. Kemmons Wilson, Jr.