As filed with the Securities and Exchange Commission on May 29, 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
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(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.
2002 Long-Term Incentive Plan
(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
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
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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, 14,000,000(1) $26.67(2) $373,380,000(2) $34,351
$1.00 par value
Common Stock Rights 14,000,000 (3) (3) (3)
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(1) Maximum number of shares which may be issued by Synovus Financial Corp.
This Registration Statement also covers any additional shares of common
stock issued or issuable as a result of a stock split or stock
dividend.
(2) 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 May 24,
2002.
(3) 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.
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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. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the securities offered hereby has been rendered by
Kathleen Moates, Senior Deputy General Counsel of the Company. Ms. Moates owns
shares of common stock of the Company and is a participant in the Synovus
Financial Corp. 2002 Long-Term Incentive Plan.
Item 6. Indemnification of Directors and Officers.
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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
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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
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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.
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Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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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.
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.
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(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.
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(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.
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