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
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
COMMON STOCK 4,000,000 SHARES $106.0625 $424,250,000 $128,561
(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 JANUARY 27, 1997 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.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended, with respect to the registration of additional securities
of the same class as securities for which a Registration Statement on Form S-8
relating to the same employee benefit plan is effective, the Registrant hereby
incorporates by this reference herein the contents of its earlier Registration
Statement on Form S-8 (Registration No. 333-07105) and hereby deems such
contents to be a part hereof, except as otherwise updated or modified by this
Registration Statement.
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 Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and Current
Reports on Form 8-K filed January 12, 1996, February 1, 1996, March 8, 1996,
April 17, 1996, May 16, 1996, July 5, 1996, July 31, 1996, September 6, 1996 (as
amended by Form 8-K/A-1 filed September 11, 1996 and by Form 8-K/A-2 filed
November 13, 1996), September 20, 1996 (as amended by Form 8-K/A-1 filed
September 23, 1996), October 25, 1996, November 14, 1996, December 4, 1996, two
reports filed December 17, 1996 and January 16, 1997; and
(c) 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,
including the Registrant's Current Report on Form 8-K filed January 16, 1997.
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 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.
II-1
The Registrant will provide without charge to each person to whom a
Prospectus constituting a part of this Registration Statement is delivered, 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 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 Charles M. Berger, Esq., Associate 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 Charles M. Berger, Esq., Associate General
Counsel of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Amendment to NationsBank Corporation 1996 Associates Stock Option
Award Plan.
II-2
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 January 31,
1997.
NATIONSBANK CORPORATION
By: *
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Hugh L. McColl, Jr.
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
*
- -------------------------- Chief Executive Officer and Director January 31, 1997
Hugh L. McColl, Jr. (Principal Executive Officer)
*
- -------------------------- Vice Chairman and January 31, 1997
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
* Executive Vice President and January 31, 1997
- -------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
* Chairman of the Board January 31, 1997
- -------------------------- and Director
Andrew B. Craig, III
*
- -------------------------- Director January 31, 1997
Ronald W. Allen
*
- -------------------------- Director January 31, 1997
Ray C. Anderson
*
- ----------------------- Director January 31, 1997
William M. Barnhardt
II-3
*
- -------------------------- Director January 31, 1997
B. A. Bridgewater, Jr.
*
- -------------------------- Director January 31, 1997
Thomas E. Capps
*
- -------------------------- Director January 31, 1997
Charles W. Coker
*
- -------------------------- Director January 31, 1997
Thomas G. Cousins
*
- -------------------------- Director January 31, 1997
Alan T. Dickson
*
- -------------------------- Director January 31, 1997
W. Frank Dowd, Jr.
*
- -------------------------- Director January 31, 1997
Paul Fulton
*
- -------------------------- Director January 31, 1997
Timothy L. Guzzle
*
- -------------------------- Director January 31, 1997
C. Ray Holman
*
- -------------------------- Director January 31, 1997
W. W. Johnson
*
- -------------------------- Director January 31, 1997
Russell W. Meyer, Jr.
*
- -------------------------- Director January 31, 1997
John J. Murphy
*
- -------------------------- Director January 31, 1997
Richard B. Priory
II-4
*
- -------------------------- Director January 31, 1997
John C. Slane
*
- -------------------------- Director January 31, 1997
O. Temple Sloan, Jr.
*
- -------------------------- Director January 31, 1997
John W. Snow
*
- -------------------------- Director January 31, 1997
Meredith R. Spangler
*
- -------------------------- Director January 31, 1997
Robert H. Spilman
*
- -------------------------- Director January 31, 1997
Albert E. Suter
*
- -------------------------- Director January 31, 1997
Ronald Townsend
*
- -------------------------- Director January 31, 1997
E. Craig Wall, Jr.
*
- -------------------------- Director January 31, 1997
Jackie M. Ward
*
- -------------------------- Director January 31, 1997
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 Charles M. Berger, Esq., Associate 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 Charles M. Berger, Esq., Associate General Counsel
of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Amendment to NationsBank Corporation 1996 Associates Stock Option
Award Plan.