UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
December 21, 2005
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Date of Report (Date of earliest event reported)
HANCOCK HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
Mississippi 0-13089 64-0169065
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
One Hancock Plaza, 2510 14th Street,
Gulfport, Mississippi 39501
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(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (228) 868-4000
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(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2005, the Board of Directors approved the accelerated
vesting of certain unvested stock options previously awarded under Hancock
Holding Company's 1996 Long Term Incentive Plan. As a result of the acceleration,
936,423 stock options with a range of exercise prices between $22.36 and $31.20
per share became exercisable on December 21, 2005. Aside from the acceleration
of the vesting date, the terms and conditions of the stock option agreements governing
the underlying stock options remain unchanged.
The accelerated options represent approximately 53.1% of the total of
all outstanding options to purchase the Company's common stock. Of the 936,423
stock options which became exercisable as a result of the acceleration of vesting,
202,676 were held by the Company's named executives. The following table sets
forth the grant date, the number of options accelerated and the exercise prices
of each such option held by the named executives.
Number of
Accelerated Exercise
Name Position Grant Date Options Price
- ---------------------- ------------------------------- ------------ ------------- ---------
George A. Schloegel Vice Chm & CEO, HHC 1/6/2003 12,001 22.36
1/8/2004 16,001 27.97
1/13/2005 24,999 31.20
Leo W. Seal Jr. President, HHC 1/6/2003 4,041 22.36
1/8/2004 6,040 27.97
1/13/2005 9,986 31.20
Carl J. Chaney EVP & CFO, HHC 1/6/2003 10,801 22.36
1/8/2004 14,401 27.97
1/13/2005 18,000 31.20
John M. Hairston EVP & COO, HHC 1/6/2003 10,801 22.36
1/8/2004 14,401 27.97
1/13/2005 18,000 31.20
Richard T. Hill EVP & Sr. Retail Officer, HHC 1/6/2003 5,401 22.36
1/8/2004 7,201 27.97
1/13/2005 9,000 31.20
Clifton J. Saik EVP & Sr. Trust Officer, HHC 1/6/2003 5,401 22.36
1/8/2004 7,201 27.97
1/13/2005 9,000 31.20
Under the recently revised Financial Accounting Standards Board Statement No.
123(R), "Share-based Payment," the Company will be required to recognize the expense
associated with its outstanding unvested stock options beginning in the first
quarter of fiscal year 2006. As a result of the acceleration, the Company expects to
reduce the pretax stock option expense which it otherwise would be required to record
in connection with the accelerated options.
Item 7.01. Regulaton FD Disclosure.
On December 21, 2005, the Company's Board of Directors approved the
accelerated vesting of certain unvested stock options as more fully described
above under Item 1.01.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HANCOCK HOLDING COMPANY
By: /s/ Paul D. Guichet
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DATE: December 21, 2005 Paul D. Guichet
Vice President - Investor Relations
