As filed with the Securities and Exchange Commission on June 14, 2002
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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
(706) 649-5220
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
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)
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per share offering price fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value 702,433 $24.80 $17,420,338 $1,603
Common Stock Rights 702,433
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If, prior to the completion of the distribution of the Common Stock
covered by this registration statement, additional shares of Common
Stock are issued or issuable as a result of a stock split or stock
dividend, this registration statement shall be deemed to cover such
additional shares resulting from the stock split or stock dividend
pursuant to Rule 416 of the Securities Act of 1933.
Determined pursuant to Rule 457(c) 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 June 12,
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.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
P R O S P E C T U S
702,433 Shares
SYNOVUS FINANCIAL CORP.
Common Stock
--------------------
Certain shareholders of Synovus Financial Corp. are offering 702,433 shares
of Synovus common stock for sale under this prospectus. These shareholders are
referred to as selling shareholders. We will not receive any proceeds from the
sale of these shares.
The selling shareholders acquired their shares of Synovus common stock from
us on May 31, 2002 when GLOBALT, Inc., the company that the selling shareholders
owned, merged with a subsidiary of Synovus.
The selling shareholders may offer their Synovus common stock through
public or private transactions, on or off the United States exchanges at either
prevailing market prices or privately negotiated prices.
The Synovus common stock is listed on the New York Stock Exchange under the
trading symbol "SNV." On June 13, 2002, the closing price of one share of
Synovus common stock on the New York Stock Exchange was $24.31.
Our principal executive offices are located at One Arsenal Place, 901 Front
Avenue, Suite 301, Columbus, Georgia 31091 and our telephone number is (706)
649-5220.
--------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
--------------------
The date of this prospectus is June __, 2002.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549,
233 Broadway, New York, New York 10279 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at http://www.sec.gov. Reports, proxy
statements and other information should also be available for inspection at the
offices of the New York Stock Exchange.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede information in this
prospectus and in our other filings with the SEC. We incorporate by reference
the documents listed below and any future filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the termination of this offering:
* Annual Report on Form 10-K for the year ended December 31, 2001;
* Quarterly report on Form 10-Q for the Quarter ended March 31, 2002;
* Current reports on Form 8-K dated January 16, 2002 and April 15, 2002;
* The description of Synovus common stock contained in Synovus'
Registration Statement on Form 8-A filed with the SEC on August 21,
1989; and
* The description of the shareholder rights plan of Synovus contained in
Synovus' Registration Statement on Form 8-A filed with the SEC on
April 28, 1999.
You may request a copy of any of these filings (including exhibits we have
specifically incorporated by reference in these filings), at no cost, by writing
or telephoning us at the following address:
Director of Investor Relations
Synovus Financial Corp.
901 Front Avenue, Suite 201
Columbus, Georgia 31901
(706) 649-5220
2
This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-__________). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have authorized no one to provide you with different information. The selling
shareholders will not make an offer of their shares of Synovus common stock in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
The prospectus contains forward-looking statements. We may also make
forward-looking statements in reports filed with the SEC that we incorporate by
reference in this prospectus. Statements that are not historical facts,
including statements about our beliefs and expectations, are forward-looking
statements. Forward-looking statements include statements preceded by, followed
by or that include the words "believes," "expects," "anticipates," "plans,"
"estimates" or similar expressions. These statements are based on beliefs and
assumptions of our management, and on information currently available to our
management.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results may differ materially
from those in the forward-looking statements contained in this prospectus and in
the information incorporated in this document. See "Where You Can Find More
Information" on page 2. We caution you that a number of important factors could
cause actual results to differ materially from those contained in any
forward-looking statement. Many of these factors are beyond our ability to
control or predict. These factors include, but are not limited to, the
following:
* our ability to increase our revenues derived from financial management
services and insurance;
* TSYS' ability to achieve its net income goals for the years 2002
through 2003;
* our ability to achieve our net income goals for banking services;
* our ability to control financial services expenses;
* competitive pressures arising from aggressive competition from other
lenders;
* the current strength of the U.S. economy and the strength of the local
economies in which we conduct operations;
* the effects of and changes in trade, monetary and fiscal policies,
including interest rate policies of the Board of Governors of the
Federal Reserve System;
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* changes in the cost and availability of funding due to changes in the
deposit and credit markets or the way we are perceived in these
markets;
* changes in prevailing interest rates;
* the timely development and acceptance of new products and services and
perceived overall value of these products and services by customers;
* changes in consumer spending, borrowing and saving habits;
* technological changes are more difficult or expensive than
anticipated;
* our ability to identify, complete and integrate acquisitions
successfully;
* our ability to increase market share and control our expenses;
* the effect of changes in laws and regulations, including laws and
regulations concerning taxes, banking, securities and insurance,
applicable to us;
* the effect of changes in accounting policies and practices by
regulatory agencies, the Financial Accounting Standards Board or other
authoritative bodies;
* changes in our organization, compensation and benefit plans;
* the cost of litigation in which we are involved and the ultimate
resolution of that litigation;
* a deterioration in credit quality or a reduced demand for credit;
* our ability to successfully manage any impact from slowing economic
conditions or consumer spending;
* the occurrence of catastrophic events that could impact us or TSYS or
our major customers operating facilities, communication systems and
technology or that has a material negative impact on current economic
conditions or levels of consumer spending; and
* our success at managing the risks involved in the foregoing.
We believe these forward-looking statements are reasonable; however, undue
reliance should not be placed on any forward-looking statements, which are based
on current
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expectations. Forward-looking statements speak only as of the date
they are made, and we undertake no obligation to update publicly any of them in
light of new information or future events.
SYNOVUS FINANCIAL CORP.
General
We are a financial services company and a registered bank holding company.
We conduct a broad range of financial services through our banking and
non-banking subsidiaries at more than 250 locations. As of December 31, 2001, we
had approximately 10,166 full time employees. We operate in two business
segments:
* financial services, which primarily involve commercial banking
activities, retail banking, trust services, mortgage banking,
securities brokerage and insurance services; and
* transaction processing, which includes consumer credit, debit,
commercial, stored value and retail card processing and related
services as well as debt collection and bankruptcy management services
and the provision of software solutions for commercial card management
programs.
Banking Operations
We currently have 38 wholly owned banking subsidiaries located in four
states, which we refer to as the bank subsidiaries. Of the 38 bank subsidiaries:
* 25 are located in Georgia and accounted for 61% of revenues
attributable to banking operations for the year ended December 31,
2001;
* seven are located in Alabama and accounted for 18% of revenues
attributable to banking operations for the year ended December 31,
2001;
* one is located in South Carolina and accounted for 14% of revenues
attributable to banking operations for the year ended December 31,
2001; and
* five are located in Florida and accounted for 7% of revenues
attributable to banking operations for the year ended December 31,
2001.
The bank subsidiaries offer commercial banking services, including
commercial, financial, agricultural and real estate loans, and retail banking
services, including accepting customary types of demand and savings deposits,
making individual, consumer, installment,
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first mortgage and second mortgage loans, offering money transfers, safe deposit
services, trust, investment, IRA, Keogh and corporate employee benefit and other
fiduciary services, leasing services, automated banking, automated fund
transfers and bank credit card services, including MasterCard and Visa services.
Our bank-related wholly owned subsidiaries are:
* Synovus Securities, Inc., Columbus, Georgia, which specializes in
professional portfolio management for fixed-income securities,
executing securities transactions as a broker/dealer and providing
individual investment advice on equity and other securities;
* Synovus Trust Company, Columbus, Georgia, one of the southeast's
largest providers of trust services;
* Synovus Mortgage Corp., Birmingham, Alabama, which offers mortgage
services;
* Synovus Insurance Services, Columbus, Georgia, which offers insurance
agency services;
* Creative Financial Group, LTD, Atlanta, Georgia, which provides
financial planning services; and
* GLOBALT, Inc., Atlanta, Georgia, which provides investment advisory
services.
In addition, we operate our commercial leasing services through Synovus
Leasing Company, a non-subsidiary affiliate which is located in Columbus,
Georgia.
Transaction Processing
We have a wholly-owned subsidiary, ProCard, Inc., Golden, Colorado, whose
services are related to transaction processing as it offers software solutions
for commercial card management programs.
Established in 1983 as an outgrowth of an on-line accounting and bankcard
data processing system developed for one of our subsidiaries, Total System
Services, Inc., which we refer to as TSYS, is now one of the world's largest
electronic payments processors of data, transactions and payments for domestic
and international issuers of consumer credit, debit, commercial, stored value,
chip and retail cards. TSYS is based in Columbus, Georgia, and trades on the New
York Stock Exchange under the symbol "TSS." TSYS provides an
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electronic link between buyers and sellers with a comprehensive on-line system
of data processing services servicing issuing institutions throughout the United
States, Canada, Mexico, Honduras, the Caribbean and Europe, representing more
than 218 million cardholder accounts on file as of December 31, 2001. We own
81.1% of TSYS through our wholly owned subsidiary, Columbus Bank and Trust
Company.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Synovus common
stock by the selling shareholders.
SELLING SHAREHOLDERS
On May 31, 2002, we acquired GLOBALT, Inc. by means of its merger with a
subsidiary of Synovus. The selling shareholders were shareholders of GLOBALT,
Inc. at the time of the merger and received their shares of Synovus common stock
as part of the purchase price we paid for GLOBALT, Inc. in the merger. In
connection with this acquisition, we also agreed to register the shares of
Synovus common stock received by the former GLOBALT, Inc. shareholders so that
they may resell their shares of Synovus common stock if they so desire. The
registration of these shares does not necessarily mean that a particular selling
shareholder will sell his or her shares of Synovus common stock.
The following table sets forth information with respect to the selling
shareholders and the shares beneficially owned by them as of May 31, 2002, that
they may offer pursuant to this prospectus.
[Rest of page intentionally left blank.]
7
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Shares of Percentage of
Shares of Common Stock Common Stock
Common Stock Beneficially Beneficially
Beneficially Shares of Owned Upon Owned Upon
Owneed Prior to Common Stock Completion of Completion of
Selling Shareholders the Offering Offered Hereby Offering Offering
----------------------------------------------------------------------------------------------------------------------
Samuel E. Allen 269,463 269,463 -0- *
Gary E. Fullam 107,424 107,424 -0- *
William H. Roach, Jr. 91,317 91,317 -0- *
Gregory S. Paulette 74,458 74,458 -0- *
Fredric A. Mann 47,112 47,112 -0- *
Michelle M. Miljanich 25,098 25,098 -0- *
Bennett W. Woodward 18,825 18,825 -0- *
Dana N. Moore 18,825 18,825 -0- *
M. Rainey Rembert 15,734 15,734 -0- *
Brian Hamel 9,461 9,461 -0- *
J. Timothy Voelkel 6,272 6,272 -0- *
Kimberly D. Wiegard 6,272 6,272 -0- *
Christian B. Alabi 3,744 3,744 -0- *
Carole H. Cox 6,272 6,272 -0- *
J. Russell Allen 2,156 2,156 -0- *
------------------------------------ ----------------- ------------------ ---------------------- ---------------------
Totals 702,433 702,433 -0- *
------------
*Less than one percent
Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934.
Except as noted above, none of the selling shareholders has, or within the
past three years has had, any position, office or other material relationship
with Synovus or any of its affiliates.
PLAN OF DISTRIBUTION
The selling shareholders and their donees, pledgees and other
successors-in-interest may offer their shares of Synovus common stock at various
times in one or more of the following transactions:
* on any of the United States securities exchanges where our stock
is listed, including the New York Stock Exchange;
* in the over-the-counter market;
8
* in privately negotiated transactions;
* in connection with short sales of shares of Synovus common stock;
* by pledge to secure debts and other obligations; * in connection
with the writing of non-traded and exchange-traded call options,
in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares of Synovus common stock at
any of the following prices:
* at market prices prevailing at the time of sale;
* at prices related to such prevailing market prices; o at
negotiated prices; or
* at fixed prices.
The selling shareholders may use broker-dealers to sell their shares of
Synovus common stock. If this happens, broker-dealers may either receive
discounts or commissions from the selling shareholders, or they may receive
commissions from purchasers of shares of Synovus common stock for whom they
acted as agents.
The selling shareholders and the broker-dealers they use to sell their
shares of Synovus common stock may be deemed to be "underwriters" under the
Securities Act of 1933 and any commission the broker-dealers receive and any
profits they may make in resale of shares of Synovus common stock while acting
as principals may be deemed "underwriting discounts or commissions" under that
Act. If the broker-dealers purchase shares of Synovus common stock from the
selling shareholders for their own accounts as principals, they may make a
profit by reselling the shares of Synovus common stock.
We will pay substantially all of the expenses incident to the
registration of the shares of Synovus common stock including all costs incident
to the offering and sale of the shares by the selling shareholders to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes. Synovus has agreed to keep the registration statement of
which this prospectus is a part effective until the earlier of November 30, 2003
or such time as the selling shareholders no longer hold shares of Synovus common
stock covered by this prospectus.
LEGAL MATTERS
Kathleen Moates, Senior Vice President and Senior Deputy General Counsel of
Synovus, will issue an opinion about the legality of the shares of Synovus
common stock being offered by this prospectus.
9
EXPERTS
The consolidated financial statements of Synovus Financial Corp. and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001 incorporated herein by reference to
Synovus' Annual Report on Form 10-K for the year ended December 31, 2001 have
been so incorporated in reliance on the report of KPMG LLP, independent
accountants, incorporated by reference herein and upon the authority of such
firm as experts in accounting and auditing. The audit report covering the
December 31, 2001 consolidated financial statements refers to a change in the
method of accounting for derivative instruments and hedging activities.
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item14. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission $ 1,603
Accounting fees and expenses $ 3,000
Legal fees and expenses $ 0
Miscellaneous expenses $ 500
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Total $ 5,103
The foregoing items, except for the SEC registration fee, are estimated.
The Registrant has agreed to bear all expenses (other than selling commissions)
in connection with the registration and sale of the shares.
Item 15. 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 he improperly received personal
benefit. 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.
II-1
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 Synovus' Bylaws, every person who is or
was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of Synovus shall be indemnified and held harmless by
Synovus 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 Synovus; (b) because he or she is or was serving at the request of
Synovus 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.
II-2
Pursuant to Article VIII of the Bylaws of Synovus, reasonable expenses
incurred in any proceeding shall be paid by Synovus 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 Synovus, 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 Synovus 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.
Synovus carries insurance for the purpose of providing indemnification to
its directors and officers. Such policy provides for indemnification of Synovus
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 16. Exhibits.
4.1 Articles of Incorporation of Synovus, as amended, incorporated by
reference to Exhibit 4(a) of Synovus' 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 Synovus, incorporated by reference to Exhibit
4.2 of Synovus' 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
Synovus' Registration Statement on Form 8-A, dated April 28, 1999,
filed with the Securities and Exchange Commission on April 28, 1999,
pursuant to Section 12 of the Exchange Act.
5 Legal opinion of Kathleen Moates, Senior Deputy General Counsel of
Synovus, as to the legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kathleen Moates, Senior Deputy General Counsel of Synovus,
is contained in her opinion filed as Exhibit 5 hereto.
II-3
24 Power of Attorney (see signature page to this Registration Statement).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) 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,
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 offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs 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.
(2) 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.
(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.
II-4
The undersigned Registrant hereby undertakes that, for purposes of
determining any 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 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.
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 to the questions 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.
II-5
acq\globalt\S3new-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-3 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 13th day of
June, 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: June 13, 2002
-------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: June 13, 2002
-------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: June 13, 2002
-------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: June 13, 2002
-------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: June 13, 2002
-------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Elizabeth R. James Date: June 13, 2002
-------------------------------------------
Elizabeth R. James,
Vice Chairman of the Board
/s/Thomas J. Prescott Date: June 13, 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: June 13, 2002
-------------------------------------------
Richard Y. Bradley,
Director
Date: ________, 2002
-------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: June 13, 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: June 13, 2002
-------------------------------------------
Mason H. Lampton,
Director
Date: ________, 2002
-------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: June 13, 2002
-------------------------------------------
H. Lynn Page,
Director
Date: ________, 2002
-------------------------------------------
Melvin T. Stith,
Director