Securities Registration: Employee Benefit Plan (s-8)
May 04 2016 - 4:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 4, 2016
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FIRST HORIZON NATIONAL CORPORATION
(Exact name of registrant as specified
in its charter)
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TENNESSEE
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62-0803242
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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165 Madison Avenue, Memphis, Tennessee
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38103
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(Address of principal executive offices)
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(zip code)
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First Horizon National Corporation
Equity Compensation Plan
[formerly known as the First Horizon National
Corporation 2003 Equity Compensation Plan]
(Full title of plan)
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Clyde
A. Billings, Jr.
Senior Vice President, Assistant General
Counsel, and Corporate Secretary
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679
(Name, address, and telephone number,
including area
code, of agent for service)
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With
a copy to:
John A. Niemoeller
Senior Vice President, Counsel, and Assistant
Corporate Secretary
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-4170
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller
reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
Title
of Securities
to be Registered
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Amount
to be
registered
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Proposed
maximum
offering price per
share
(1)
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Proposed
maximum
aggregate offering
price
(1)
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Amount
of
registration fee
(1)
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Common Stock
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6,500,000
shares
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$14.05/share
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$91,325,000
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$9,196.43
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(1)
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Estimated and calculated pursuant to Rule 457(h)(1), based on the average of the high
and low prices reported on the New York Stock Exchange composite tape for Registrant’s stock on April 29, 2016.
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Filing History Related to the Plan
First Horizon National Corporation (“FHNC,” the
“Corporation,” or the “Registrant”) previously filed registration statements on Form S-8 (File Nos. 333-109862,
333-123404, 333-133635, 333-166818, and 333-181162), registering (before adjustment for stock dividends) 3,000,000, 1,000,000,
4,500,000, 3,000,000, and 8,000,000 (respectively) shares of its common stock, par value $0.625 per share, that may be issued
under FHNC’s Equity Compensation Plan (as amended and restated to date, the “Plan”), formerly known as FHNC’s
2003 Equity Compensation Plan. All such amounts are stated before adjustment for stock dividends declared from 2008 through 2010.
FHNC is filing this registration statement to register 6,500,000
additional shares of FHNC’s common stock that may be issued under the Plan pursuant to an amendment effective April 26,
2016 (approved by the shareholders on that date). That amendment increased by 6,500,000 the maximum number of shares authorized
for issuance under the Plan.
PART I
The Section 10(a) prospectus relating to the Plan is omitted
from this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As permitted by Instruction E to Form S-8, the contents of
Registrant’s registration statements on Form S-8 (File Nos. 333-109862, 333-123404, 333-133635, 333-166818, and 333-181162),
which were filed October 21, 2003, March 17, 2005, April 28, 2006, May 14, 2010, and May 4, 2012 (respectively) covering shares
for sale under the Plan, as updated below, are incorporated herein by reference. In addition to the foregoing, the following information
is also included in this registration statement:
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the “Commission”) by FHNC (File No. 001-15185) are incorporated herein by reference other than,
in each case, documents (or information within such documents) deemed to have been furnished but not filed in accordance with
Commission rules:
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(a)
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FHNC’s Annual Report on Form 10-K for the year ended December 31, 2015;
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(b)
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FHNC’s Current Reports on Form 8-K dated the following dates in 2016: January
18, January 19 (two reports), January 26, April 15 (two reports), and April 26; and
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(c)
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The description of FHNC’s common stock, par value $0.625 per share, set forth in a registration
statement filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating
that description.
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All documents filed by FHNC pursuant to Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior
to the filing of a post-effective amendment which 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 a part
hereof from the date of filing of such documents. Any statement contained herein or 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 which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of shares of $0.625 par value common stock of
FHNC (“shares”) which may be issued pursuant to the Plan has been passed upon by John A. Niemoeller, Senior Vice President,
Counsel, and Assistant Corporate Secretary of FHNC. As of April 29, 2016, Mr. Niemoeller beneficially owned approximately 18,114
shares. That number includes shares owned outright and within vested retirement plan accounts, and shares that may be issued or
become vested in the future under all unvested stock-based or stock-payable employee awards. All such unvested awards have been
counted for this purpose as if they had fully vested as of April 29, 2016 without reduction for applicable withholding taxes.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501
through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms
sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. FHNC has adopted the provisions of the Tennessee statute pursuant
to Article Six of its Bylaws. In addition, FHNC has a directors’ and officers’ liability insurance policy which provides
coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion
in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability
of directors to the corporation or its shareholders for breach of the duty of care. FHNC has adopted the provisions of the statute
as Article 13 of its charter.
The shareholders of FHNC have approved a provision in Article
Six of FHNC’s Bylaws pursuant to which FHNC is required to indemnify each director and any officers designated by the Board
of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of
Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements
have been approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of
this registration statement.
Item 9. Undertakings
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
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(iii)
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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;
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(A)
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Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on
Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement; and
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(B)
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Paragraphs (a)(1)(i), (ii) and (iii) of this section do not apply if the registration statement is on Form S–1 (§239.11
of this chapter), Form S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter), or Form F-3 (§239.33
of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission 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, or, as to a registration statement
on Form S–3, Form SF–3 or Form F–3, is contained in a form of prospectus filed pursuant to §230.424(b)
of this chapter that is part of the registration statement.
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(C)
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Provided further, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is for an offering of asset-backed securities on Form SF-1 (§239.44 of this chapter) or Form SF-3 (§239.45
of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB (§239.1100(c)).
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(2)
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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.
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(3)
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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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(4)
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If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include
any financial statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout
a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be
furnished,
provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect
to registration statements on Form F-3 (§ 239.33 of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act or § 210.3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or furnished to the Commission 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 Form F-3.
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(5)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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If the registrant is relying on Rule 430B (§230.430B of this chapter):
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter)
shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included
in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7)
of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however,
that no statement
made in a registration statement or
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prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
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(ii)
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If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
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(iii)
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If the registrant is relying on § 230.430D of this chapter:
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(A)
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Each prospectus filed by the registrant pursuant to § 230.424(b)(3) and (h) of this chapter shall
be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) of this chapter as part of a
registration statement in reliance on § 230.430D of this chapter relating to an offering made pursuant to § 230.415(a)(1)(vii)
or (a)(1)(xii) of this chapter for the purpose of providing the information required by section 10(a) of the Securities Act
of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in § 230.430D of this chapter, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
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(6)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to
any purchaser in the initial distribution of the securities:
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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting
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method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (§230.424 of this chapter);
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(7)
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If the registrant is relying on § 230.430D of this chapter, with respect to any offering of securities
registered on Form SF-3 (§ 239.45 of this chapter), to file the information previously omitted from the prospectus filed
as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D of this chapter.
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(b)
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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, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to 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.
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(c)-(g) [not applicable]
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(h)
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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 the question 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.
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(i)-(k) [not applicable]
SIGNATURES
The Registrant
. 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 Memphis and State of Tennessee, on May 4, 2016.
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FIRST HORIZON NATIONAL CORPORATION
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By:
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/s/
William C. Losch III
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William C. Losch III
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Executive Vice President and
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Chief Financial Officer
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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 date indicated.
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Signature*
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Title
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Date
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Signature*
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Title
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Date
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D. Bryan Jordan
D. Bryan Jordan
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President, Chief Executive Officer, Chairman of the
Board, and a Director (principal executive officer)
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May 4, 2016
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William C. Losch III
William C. Losch III
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Executive Vice President and Chief Financial Officer
(principal financial officer)
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May 4, 2016
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Jeff L. Fleming
Jeff L. Fleming
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Executive Vice President and Chief Accounting Officer
(principal accounting officer)
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May 4, 2016
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John C. Compton
John C. Compton
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Director
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May 4, 2016
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Mark A. Emkes
Mark A. Emkes
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Director
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May 4, 2016
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Corydon J. Gilchrist
Corydon J. Gilchrist
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Director
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May 4, 2016
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R. Brad Martin
R. Brad Martin
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Director
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May 4, 2016
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Scott M. Niswonger
Scott M. Niswonger
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Director
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May 4, 2016
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Vicki R. Palmer
Vicki R. Palmer
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Director
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May 4, 2016
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Colin V. Reed
Colin V. Reed
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Director
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May 4, 2016
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Cecelia D. Stewart
Cecelia D. Stewart
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Director
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May
4, 2016
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Luke Yancy III
Luke Yancy III
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Director
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May 4, 2016
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*By:
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/s/ Clyde A. Billings, Jr.
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May 4, 2016
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Clyde A. Billings, Jr.
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As Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Restated Charter of First Horizon National Corporation, incorporated herein by reference to Exhibit
3.1 to the Corporation’s Current Report on Form 8-K filed May 3, 2013.
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4.2
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Bylaws of First Horizon National Corporation, as amended and restated
April 26, 2016, incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K dated
April 26, 2016.
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5.1
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Opinion and consent of John A. Niemoeller concerning the legality
of the securities being registered hereunder.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney executed by certain directors and officers of First Horizon National Corporation.
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