As filed with the Securities and Exchange Commission on March 3, 2004
Registration No. 333-11831____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
_____________________
HANCOCK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Mississippi 64-0693170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE HANCOCK PLAZA, 2510 14TH STREET
GULFPORT, MISSISSIPPI 39501
(228) 868-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_____________________
Hancock Holding Company
1996 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
CARL J. CHANEY
ONE HANCOCK PLAZA, 2510 14TH STREET
GULFPORT, MISSISSIPPI 39501
(228) 868-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________
Copies to:
L. KEITH PARSONS, ESQ.
WATKINS LUDLAM WINTER & STENNIS, P.A.
POST OFFICE BOX 427
633 NORTH STATE STREET
JACKSON, MISSISSIPPI 39202
(601) 949-4900
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of each class of Amount to be Proposed Maximum Proposed Maximum Amount of
securities to be Registered1 Offering Price Per Aggregate Offering Registration Fee2
registered Share2 Price2
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock 1,000,000 $58.95 $58,950,000 $7,468.97
($3.33 Par Value)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
1 Subject to adjustment for stock splits and recapitalizations as provided for in the Plan.
2 Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h).
Based on the average of the high and low prices, as reported by NASDAQ, as of March 1, 2004.
EXPLANATORY STATEMENT
This Post Effective Amendment No. 1 is being filed to register 1,000,000 additional shares of the same
class of securities issuable pursuant to Registrant's Hancock Holding Company 1996 Long-Term Incentive Plan.
Registrant initially registered 500,000 shares pursuant to a registration statement on Form S-8 which became
effective on October 1, 1996 (File No. 333-11831), which was automatically adjusted to 750,000 shares based on a
three-for-two stock split on July 12, 2002.
The contents of Registration Statement No. 333-11831 are incorporated by reference in this registration
statement.
Item 8. Exhibits.
5.1 Opinion of Watkins Ludlam Winter & Stennis, P.A.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is contained in their opinion filed as Exhibit
5 to this Registration Statement.
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 Gulfport, State of Mississippi, on March 3, 2004.
HANCOCK HOLDING COMPANY
By: /s/ George A. Schloegel
------------------------------
2
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to
Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ George A. Schloegel
- --------------------------- Vice Chairman & CEO, Director February 26, 2004
George A. Schloegel
/s/ Leo W. Seal, Jr.
- --------------------------- President, Director February 26, 2004
Leo W. Seal, Jr.
/s/ Christine L. Smilek
- -------------------------- Director February 26, 2004
Christine L. Smilek
/s/ Robert W. Roseberry
- -------------------------- Director February 26, 2004
Robert W. Roseberry
/s/ Charles H. Johnson, Sr.
- -------------------------- Director February 26, 2004
Charles H. Johnson, Sr.
/s/ James H. Horne
- -------------------------- Director February 26, 2004
James H. Horne
/s/ James B. Estabrook, Jr.
- -------------------------- Director February 26, 2004
James B. Estabrook, Jr.
/s/ Joseph F. Boardman, Jr.
- -------------------------- Director February 26, 2004
Joseph F. Boardman, Jr.
/s/ Frank E. Bertucci
- -------------------------- Director February 26, 2004
Frank E. Bertucci
/s/ Carl J. Chaney
- -------------------------- Executive Vice President, CFO February 26, 2004
Carl J. Chaney
3
EXHIBIT 5.1
March 2, 2004
Board of Directors
Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Gentlemen:We have acted as counsel for Hancock Holding Company, a Mississippi corporation in connection with the filing of its Post Effective Amendment No. 1 to Form S-8 for the registration of 1,000,000 additional shares of Common Stock, par value $3.33 per share, of Hancock Holding Company under the Securities Act of 1933. The Amended Registration Statement is being filed in connection with Hancock Holding Company's offering such shares pursuant to the Hancock Holding Company 1996 Long-Term Incentive Plan.
We have examined the Articles of Incorporation and the amendments thereto, Bylaws, Corporate Minutes and other corporate records and proceedings of Hancock Holding Company relating to its organization and present corporate status and such other corporate records and documents as we have deemed relevant for purposes of this opinion.
Based on the foregoing, it is our opinion that the shares of Common Stock, par value $3.33 per share, of Hancock Holding Company when issued and sold in accordance with the terms and conditions of the 1996 Long-Term Incentive Plan will be legally issued, fully paid and non assessable shares of Common Stock of Hancock Holding Company.
This opinion is limited to the laws of the State of Mississippi and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the Post Effective Amendment No. 1 to Form S-8.
Sincerely,
/s/ Watkins Ludlam Winter & Stennis, P.A.
WATKINS LUDLAM WINTER & STENNIS, P.A.
EXHIBIT 23.1We consent to incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement on Form S-8 of Hancock Holding Company of our report dated January 17, 2003, which is incorporated by reference in the Annual Report on Form 10-K of Hancock Holding Company for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
Date: March 3, 2004
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