As filed with the Securities and Exchange Commission on January 9, 2001 Registration No. 333-_____ ______ ===============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
* Item 1. Plan Information.
* Item 2. Registrant Information and Employee Plan Annual Information.
* The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Hancock Holding Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby incorporated by this reference:
(1) The Company's Annual Report on Form 10-K (Commission File no. 0-13089) for the fiscal year ended December 31, 1999, filed with the Commission on March 30, 2000;
(2) The Company's Quarterly Reports on Form 10-Q (Commission File no. 0-13089) for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, filed with the Commission on May 15, 2000, August 14, 2000 and November 14, 2000, respectively; and
(3) The description of the Company's common stock set forth in the Company's registration statement on Form 8-K12G3 under the Exchange Act filed with the Commission on December 31, 1984.
In addition, all documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by the Company of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed by this reference to be incorporated in this Registration Statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
This Item is not applicable because the shares of the Company's common stock registered hereby are included in a class of securities registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel. No expert named in the Registration Statement as having prepared or certified any part thereof or counsel for the Company named as having given an opinion on the validity of the securities registered or other legal matters in connection with the registration or offering of such securities was employed for such purpose on a contingent basis, or had or is to receive in connection with the offering a substantial or direct or indirect interest in the Company or any of its subsidiaries, or was connected to the Company or its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee.
Item 6. Indemnification of Directors and Officers. Mississippi Code Ann. Section 79-4-8.50 provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and that he reasonably believed that conduct in his official capacity with the corporation was in the corporation's best interests and that in other cases, his conduct was not opposed to the corporation's best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of Mississippi Code Ann. Section 79-4-8.50 are not exclusive; however, a corporation may not indemnify any person who is adjudged liable to the corporation in an action by or in the right of the corporation or who is adjudged liable on the basis that personal benefit was improperly received by him. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability.
The Company's Articles of Incorporation and Bylaws provide for indemnification for directors, officers, employees and agents or former directors, officers, employees and agents of the Company to the full extent permitted by Mississippi law.
The Company maintains an insurance policy covering the liability of its directors and officers for actions taken in their official capacity.
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.
Item 7. Exemption from Registration Claimed. This Item is not applicable because no restricted securities are to be reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
4.1 Articles of Incorporation of the Company ((Commission File No. 0-13089), and incorporated herein by reference).
4.2 Bylaws of the Company ((Commission File No. 0-13089), and incorporated herein by reference).
4.3 Hancock Holding Company Directors Deferred Compensation Plan effective as of January 1, 2001.
5 Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Phelps Dunbar, LLP (included in Exhibit 5).
24 Powers of Attorney (included on the Signature Page attached hereto).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of shares 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;
(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;
(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.
(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 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.
(5) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Gulfport, State of Mississippi, on this
14th day of December, 2000.
HANCOCK HOLDING COMPANY
By:___________________________
George A. Schloegel Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by
the following persons in the capacities indicated on December 14, 2000.
/s/ George A. Schloegel Chief Executive Officer December 14, 2000
George A. Schloegel (Principal Executive Officer)
/s/ Carl J. Chaney Chief Financial Officer December 14, 2000
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gulfport, State of Mississippi, on this 18th day of December, 2000.
HANCOCK HOLDING COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN
By: __________________________
Title: Vice President Human Resources
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints
George A. Schloegel and Carl J. Chaney, each of them severally, each of whom may act without joinder of the other, as his true
and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and all
documents in connection therewith and all instruments necessary, appropriate or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and other federal and state securities laws, in connection with the Hancock Holding
Company Directors Deferred Compensation Plan, and to file any such documents or instruments with the Securities and Exchange
Commission, and to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any
of them or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Leo W. Seal, Jr. President and December 14, 2000
Leo W. Seal, Jr. Director
/s/ George A. Schloegel Chief Executive Officer December 14, 2000
George A. Schloegel and Director
___________________ Director, Chairman of the Board ___________,2000
Joseph F. Boardman, Jr.
______________________ Director ___________, 2000
James B. Estabrook, Jr.
/s/ Charles H. Johnson Director December 14, 2000
Charles H. Johnson
______________________ Director ___________, 2000
Victor Mavar
/s/ Christine L. Smilek Director December 14, 2000
Christine L. Smilek
/s/ Frank E. Bertucci Director December 14, 2000
Frank E. Bertucci
____________________________ Director ___________, 2000
James H. Horne
/s/ Carl J. Chaney Chief Financial Officer December 14, 2000
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)
EXHIBIT INDEX
*4.1 Articles of Incorporation of the Company (Commission File No. 0-13089).
*4.2 Bylaws of the Company (Commission File No. 0-13089).
4.3 Hancock Holding Company Directors Deferred Compensation Plan effective as of January 1, 2001.
5 Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Phelps Dunbar, LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on the Signature Page attached hereto).
* Incorporated herein by reference as indicated.
