As filed with the Securities and Exchange Commission on August 1, 2002
Registration File No._________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Georgia 58-1134883
------------------------ --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
901 Front Avenue
Suite 301
Columbus, Georgia 31901
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(Address of Principal (Zip Code)
Executive Offices)
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SYNOVUS FINANCIAL CORP.
Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement
and Plan of Merger between Synovus Financial Corp.
and Community Financial Group, Inc.
(Full Title of the Plan)
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Kathleen Moates
Senior Vice President and Senior Deputy General Counsel
Synovus Financial Corp.
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Share Offering Price Fee
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Common Stock, 356,076 $23.33 $8,305,473 $765
$1.00 par value
Common Stock Rights 356,076 (3) (3) (3)
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Maximum number of shares which may be issued by Synovus Financial Corp.
pursuant to outstanding stock options which will be assumed by Synovus
Financial Corp. under its Agreement and Plan of Merger with Community
Financial Group, Inc. This Registration Statement also covers any
additional shares of common stock issued or issuable as a result of a
stock split or stock dividend.
Determined pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the average of the high and low prices of the common stock
of Synovus Financial Corp. on the New York Stock Exchange on July 29,
2002.
The common stock Rights are attached to and trade with the common stock
of Synovus Financial Corp. The value, if any, attributable to the
Rights is reflected in the market price of the common stock of Synovus
Financial Corp.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents and information previously filed by Synovus
Financial Corp. (the ("Company") with the Securities and Exchange Commission are
incorporated herein by reference in this Registration Statement as of their
respective dates:
a. (i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as amended.
(ii) The Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on June 12, 2002.
b. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the Annual Report referred to in paragraph (a)
above.
c. (i) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on August 21, 1989.
(ii) The description of the common stock Rights of the Company appearing
in the Form of Rights Agreement incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on April 28, 1999, pursuant
to Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that 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 part hereof from the date of filing such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities offered hereby has been rendered by
Kathleen Moates, Senior Deputy General Counsel of the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if such individual
conducted himself or herself in good faith and such individual reasonably
believed, in the case of conduct in an official capacity, that such conduct was
in the best interests of the corporation and, in all other cases, that such
conduct was at least not opposed to the best interests of the corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred if it is determined that the director
has met the relevant standard of conduct, or in connection with any proceeding
with respect to conduct under Section 14-2-851 of the Georgia Business
Corporation Code for which he was adjudged liable on the basis that personal
benefit was improperly received by him. Notwithstanding the foregoing, pursuant
to Section 14-2-854 of the Georgia Business Corporation Code a court may order a
corporation to indemnify a director or advance expenses if such court determines
that the director is entitled to indemnification under the Georgia Business
Corporation Code or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not such
director met the standard of conduct set forth in subsections (a) and (b) of
Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with
Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable
as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of
the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, because he or she is or
was a director of the corporation, the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.
In accordance with Article VIII of the Company's Bylaws, every person who
is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of the Company shall be indemnified and
held harmless by the Company from and against the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefits plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company; (b) because he or she is or was serving at the request of
the Company as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct required for
indemnification.
The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and the Company has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.
The Company carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number
4.1 Articles of Incorporation of the Company, as amended, incorporated
by reference to Exhibit 4(a) to the Company's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
July 23, 1990 (File No. 33-35926).
4.2 Bylaws, as amended, of the Company, incorporated by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on May 31, 2000
(File No. 333-38232).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on April 28, 1999, pursuant to
the Section 12 of the Exchange Act.
4.4 Agreement and Plan of Merger dated as of April 29, 2002, between
Community Financial Group, Inc. and the Company and incorporated by
reference to Exhibit 2 of the Company's Registration Statement on
Form S-4 as filed with the Securities and Exchange Commission June
12, 2002.
5 Legal opinion of Kathleen Moates, Senior Deputy General Counsel of
the Company, as to the legality of the securities being offered.
23.1 Consent of KPMG LLP.
23.2 The consent of Kathleen Moates, Senior Deputy General Counsel of the
Company, is contained in her opinion filed as Exhibit 5.
24 Powers of Attorney contained on the signature pages of this
Registration Statement.
Item 9. Undertakings.
------------
(a) The Company 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
Securities 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange 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
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 Securities Act and will
be governed by the final adjudication of such issue.
acq\NashvilleCFGI\S-8.doc
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Columbus, State of Georgia, on the 1st day of
August, 2002.
SYNOVUS FINANCIAL CORP.
(Registrant)
By: /s/James H. Blanchard
---------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Richard E. Anthony, and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney(s)-in-fact and agent(s) full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: August 1, 2002
-------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: August 1, 2002
-------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: August 1, 2002
-------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: August 1, 2002
-------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: August 1, 2002
-------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Elizabeth R. James Date: August 1, 2002
-------------------------------------------
Elizabeth R. James,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: August 1, 2002
-------------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer
Date: ________, 2002
-------------------------------------------
Daniel P. Amos
Director
Date: ________, 2002
-------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: August 1, 2002
-------------------------------------------
Richard Y. Bradley,
Director
Date: ________, 2002
-------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: August 1, 2002
-------------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date: ________, 2002
-------------------------------------------
V. Nathaniel Hansford,
Director
Date: ________, 2002
-------------------------------------------
John P. Illges, III,
Director
Date: ________, 2002
-------------------------------------------
Alfred W. Jones III,
Director
/s/Mason H. Lampton Date: August 1, 2002
-------------------------------------------
Mason H. Lampton,
Director
Date: ________, 2002
-------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: August 1, 2002
-------------------------------------------
H. Lynn Page,
Director
Date: ________,2002
-------------------------------------------
Melvin T. Stith,
Director
filings\snv\conf33.doc