Registration No. 333- ________
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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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NationsBank Corporation
(Exact Name of Registrant as Specified in Its Charter)
North Carolina 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
NationsBank Corporate Center 28255
100 North Tryon Street (Zip Code)
Charlotte, North Carolina
(Address of Principal Executive Offices)
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NationsBank Corporation 1996 Associates
Stock Option Award Plan
(Full Title of the Plan)
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PAUL J. POLKING, ESQ.
General Counsel
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name and Address of Agent for Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price(1) Fee
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Common Stock 16,500,000 shares $ 79.1875 $1,306,593,750 $ 450,550
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(1) Determined on the basis of the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange Composite
Transactions List on June 21, 1996 in accordance with Rule 457(c) under
the Securities Act of 1933, as amended (the "Securities Act"), solely for
the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting a Prospectus (a "Prospectus") with respect to
this Form S-8 of NationsBank Corporation (the "Registrant") are kept on file at
the offices of the Registrant in accordance with Rule 428 promulgated pursuant
to the Securities Act. The Registrant will provide without charge to
participants in the NationsBank Corporation 1996 Associates Stock Option Award
Plan, on the written or oral request of any such person, a copy of any or all of
the documents constituting a Prospectus. Written requests for such copies should
be directed to Charles J. Cooley, Principal Corporate Personnel Officer,
NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina 28255. Telephone requests may be directed to (704)
386-5000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Registrant's Current Reports on Form 8-K filed January 12,
1996, February 1, 1996, March 8, 1996, April 17, 1996 and May 16, 1996; and
(d) The description of the Registrant's Common Stock contained in
its registration statement filed pursuant to Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be
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incorporated by reference in this Registration Statement and to be a part hereof
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 that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Registrant will provide without charge to each participant in the
NationsBank Corporation 1996 Associates Stock Option Award Plan, on the written
or oral request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference in such documents). Written
requests for such copies should be directed to Charles J. Cooley, Principal
Corporate Personnel Officer, NationsBank Corporation, NationsBank Corporate
Center, 100 North Tryon Street, Charlotte, North Carolina 28255. Telephone
requests may be directed to (704) 386-5000.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers, relating to indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary damages against
its directors. However, in accordance with the provisions of the North Carolina
Business Corporation Act (the "Act"), the Registrant's Amended and Restated
Bylaws provide that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors or officers, except for liability or litigation expense incurred on
account of activities that were at the time known or reasonably should have been
known by such director or officer to be clearly in conflict with the best
interests of the Registrant. Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaws or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
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against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee thereof, special legal counsel or the shareholders
as prescribed in Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a party
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 of the Act allows
a corporation to indemnify and advance expenses to an officer, employee or agent
who is not a director to the same extent as a director or as otherwise set forth
in the corporation's articles of incorporation or bylaws or by resolution of the
board of directors.
In addition, Section 55-8-57 of the Act permits a corporation to provide
for indemnification of directors, officers, employees or agents in its articles
of incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirety by reference to the
relevant statutes which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnification shall
or may be made and accordingly are incorporated herein by reference as Exhibit
99.2 of this Registration Statement.
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Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in this
Registration Statement.
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as
to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 NationsBank Corporation 1996 Associates Stock Option Award Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated by
reference to Exhibit 99.1 of the Registrant's Registration Statement on
Form S-3, Registration No. 33-63097.
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate
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offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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
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 Securities 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
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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.
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SIGNATURES
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 Charlotte, State of North Carolina, on June 26, 1996.
NATIONSBANK CORPORATION
By: */s/ Hugh L. McColl, Jr.
Hugh L. McColl, Jr.
Chairman of the Board 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 and on the dates indicated.
Signature Title Date
*/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief June 26, 1996
- ------------------------ Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman and June 26, 1996
- ------------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and June 26, 1996
- ------------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
*/s/ Ronald W. Allen Director June 26, 1996
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Ronald W. Allen
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*/s/ William M. Barnhardt Director June 26, 1996
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William M. Barnhardt
*/s/ Thomas E. Capps Director June 26, 1996
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Thomas E. Capps
*/s/ Charles W. Coker Director June 26, 1996
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Charles W. Coker
*/s/ Thomas G. Cousins Director June 26, 1996
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Thomas G. Cousins
*/s/ Alan T. Dickson Director June 26, 1996
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Alan T. Dickson
*/s/ W. Frank Dowd, Jr. Director June 26, 1996
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W. Frank Dowd, Jr.
*/s/ Paul Fulton Director June 26, 1996
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Paul Fulton
*/s/ Timothy L. Guzzle Director June 26, 1996
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Timothy L. Guzzle
*/s/ W.W. Johnson Director June 26, 1996
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W. W. Johnson
*/s/ John J. Murphy Director June 26, 1996
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John J. Murphy
*/s/ John C. Slane Director June 26, 1996
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John C. Slane
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*/s/ John W. Snow Director June 26, 1996
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John W. Snow
*/s/ Meredith R. Spangler Director June 26, 1996
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Meredith R. Spangler
*/s/ Robert H. Spilman Director June 26, 1996
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Robert H. Spilman
*/s/ Ronald Townsend Director June 26, 1996
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Ronald Townsend
*/s/ E. Craig Wall, Jr. Director June 26, 1996
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E. Craig Wall, Jr.
*/s/ Jackie M. Ward Director June 26, 1996
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Jackie M. Ward
*/s/ Virgil R. Williams Director June 26, 1996
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Virgil R. Williams
*By: /s/ Charles M. Berger
Charles M. Berger
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq., General Counsel of the Registrant, as
to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 NationsBank Corporation 1996 Associates Stock Option Award Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as amended,
relating to indemnification of directors and officers, incorporated by
reference to Exhibit 99.1 of the Registrant's Registration Statement on
Form S-3, Registration No. 33-63097.