As filed with the Securities and Exchange Commission on January 11, 2006
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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)
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HANCOCK HOLDING COMPANY
NONQUALIFIED DEFERRED COMPENSATION PLAN
and
HANCOCK HOLDING COMPANY 2005 LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
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)
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Copies to:
J. ANDREW GIPSON, 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 Registered(2) Offering Price Per Aggregate Offering Registration Fee
registered(1) Share(3) Price(3)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock 5,150,000 $39.51 $201,885,511 $21,601.75(4)
($3.33 Par Value)(4)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) In addition, pursuant to Rule 416(c) under the 1933 Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Nonqualified Deferred Compensation Plan
as described herein.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "1933 Act"), the number of
shares of common stock registered hereby shall be subject to adjustment to prevent dilution by reason of a stock
dividend, stock split, recapitalization or similar transaction that results in an increase in the number of
outstanding shares of common stock.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule
457(h) of the 1933 Act and computed on the basis of the average of the high and low sales prices per share of
Hancock Holding Company common stock, $3.33 par value, as reported on the NASDAQ Stock Market on January 9, 2006.
(4) Of the 5,150,000 shares of Hancock Holding Company $3.33 par value common stock registered hereby,
5,000,000 shares are issuable under the Hancock Holding Company 2005 Long-Term Incentive Plan, and 150,000 shares
are issuable under the Hancock Holding Company Nonqualified Deferred Compensation Plan (the "Deferred
Compensation Plan").
Pursuant to General Instruction E of Form S-8 and Interpretation 89 under Section G of the Manual of
Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (July 1997) ("Interpretation 89"), 40,268 shares (the "Carry-Forward Shares") of the 150,000
registered for issuance under the Deferred Compensation Plan are being carried forward from a Registration
Statement on Form S-8 filed on January 10, 2001 (File No. 333-53452) (the "2001 Form S-8") in connection with the
Hancock Holding Company Directors Deferred Compensation Plan, a predecessor to the Deferred Compensation Plan
described herein. The registrant is concurrently filing Post-Effective Amendment No. 1 to the 2001 Form S-8 to
reflect the carry forward of shares registered thereunder to this Registration Statement.
A total registration fee of $914 has been paid with respect to the 2001 Form S-8. Pursuant to General
Instruction E and Interpretation 89, no additional registration fee is due with respect to the Carry-Forward
Shares.
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the 1933 Act.
EXPLANATORY NOTE
Hancock Holding Company Nonqualified Deferred Compensation Plan
On December 14, 2005, the Board of Directors of Hancock Holding Company (the "Company") adopted the
Hancock Holding Company Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan"). Among other
things, the Deferred Compensation Plan is an amendment and restatement of two of the Company's employee benefits
plans, one of which is the Directors Deferred Compensation Plan (the "Directors Plan"). Shares of the Company's
$3.33 par value common stock registered for issuance under the Directors Plan are being carried forward for
issuance under the Deferred Compensation Plan. See Note 4 to the Registration Fee Table above for more
information.
PART IINFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSItem 1. Plan Information.Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART IIINFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by Reference.The following documents have been filed with the Securities and Exchange Commission (the "Commission") by Hancock Holding Company (the "Company") and are hereby incorporated by reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
filed with the Commission on March 16, 2005;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
June 30, 2005 and September 30, 2005, filed with the Commission on May 9, 2005, August 9, 2005 and
November 9, 2005, respectively;
(3) The Company's Current Reports on Form 8-K, filed with the Commission on January 5, 2005,
January 18, 2005, February 23, 2005, March 17, 2005, April 18, 2005, May 9, 2005, May 20, 2005, June 13, 2005,
June 15, 2005, July 1, 2005, July 8, 2005, July 18, 2005, September 8, 2005, September 12, 2005, September 14,
2005, October 4, 2005, October 17, 2005, November 3, 2005, November 7, 2005, December 16, 2005, December 21,
2005, December 23, 2005 and January 6, 2006; and
(4) The description of the Company's common stock contained in the Registration
Statement on Form S-4, filed with the Commission on May 4, 2001, as amended (Registration No. 333-60280).
In addition, all documents subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing by the Company of a
post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed 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 that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements 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.Not applicable.
Item 6. Indemnification of Directors and Officers.Mississippi Code Ann. Section 79-4-8.50 et seq. 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 et seq. 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 a financial 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.
Item 7. Exemption from Registration Claimed.Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation dated November 8, 1990, filed as Exhibit 3.1 to
the Company's Form 10-K for the year ended December 31, 1990 and incorporated herein by
reference.
4.2 Amended and Restated Bylaws dated November 8, 1990, filed as Exhibit 3.2 to the Company's Form
10-K for the year ended December 31, 1990 and incorporated herein by reference.
4.3 Articles of Amendment to the Articles of Incorporation of the Company, dated October 16, 1991,
filed as Exhibit 4.1 to the Company's Form 10-Q for the quarter ended September 30, 1991 and
incorporated herein by reference.
4.4 Articles of Correction, filed with Mississippi Secretary of State on November 15, 1991, filed
as Exhibit 4.2 to the Company's Form 10-Q for the quarter ended September 30, 1991 and
incorporated herein by reference.
4.5 Articles of Amendment to the Articles of Incorporation of the Company, adopted February 13,
1992, filed as Exhibit 3.5 to the Company's Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference.
4.6 Articles of Correction, filed with Mississippi Secretary of State on March 2, 1992, filed as
Exhibit 3.6 to the Company's Form 10-K for the year ended December 31, 1992 and incorporated
herein by reference.
4.7 Articles of Amendment to the Articles of Incorporation adopted February 20, 1997, filed as
Exhibit 3.7 to the Company's Form 10-K for the year ended December 31, 1996 and incorporated
herein by reference.
5.1 Opinion of Phelps Dunbar LLP dated January 9, 2006 as to the legality of the securities being
registered.
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Phelps Dunbar, LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on the Signature Page attached hereto).
99.1 Hancock Holding Company 2005 Long-Term Incentive Plan, filed as Appendix A to the Company's
Definitive Proxy Statement filed with the Commission on February 28, 2005 and incorporated herein
by reference.
99.2 Hancock Holding Company Nonqualified Deferred Compensation Plan, filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the Commission on December 21, 2005 and
incorporated herein by reference.
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, unless in the opinion of 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.
SIGNATURES
The Registrant. 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 11th day of January, 2006.
HANCOCK HOLDING COMPANY
By: /s/ George A. Schloegel_
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 the dates indicated below.
Signature Title Date
/s/ George A. Schloegel Chief Executive Officer January 11, 2006
George A. Schloegel (Principal Executive Officer)
/s/ Carl J. Chaney Chief Financial Officer January 11, 2006
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)
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, an each or any one of them, 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 to file the same with all exhibits thereto, 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
Nonqualified 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, 2005
Leo W. Seal, Jr. Director
/s/ George A. Schloegel Chief Executive Officer December 14, 2005
George A. Schloegel and Director
/s/ Joseph F. Boardman, Jr. Director, Chairman of the Board December 14, 2005
Joseph F. Boardman, Jr.
/s/ Alton G. Bankston Director December 14, 2005
Alton G. Bankston
/s/ Frank E. Bertucci Director December 14, 2005
Frank E. Bertucci
/s/ Don P. Descant Director December 14, 2005
Don P. Descant
/s/ James B. Estabrook, Jr. Director December 14, 2005
James B. Estabrook, Jr.
__/s/ James H. Horne____________________________ Director December 14, 2005
James H. Horne
/s/ Charles H. Johnson Director December 14, 2005
Charles H. Johnson
__/s/ John H. Pace______________________________ Director December 14, 2005
John H. Pace
/s/ Robert W. Roseberry Director December 14, 2005
Robert W. Roseberry
/s/ Christine L. Smilek Director December 14, 2005
Christine L. Smilek
/s/ Carl J. Chaney Chief Financial Officer December 14, 2005
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)
EXHIBIT INDEX
4.1* Amended and Restated Articles of Incorporation dated November 8, 1990, filed as Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference.
4.2* Amended and Restated Bylaws dated November 8, 1990, filed as Exhibit 3.2 to the Company's Form 10-K for
the year ended December 31, 1990 and incorporated herein by reference.
4.3* Articles of Amendment to the Articles of Incorporation of the Company, dated October 16, 1991, filed as
Exhibit 4.1 to the Company's Form 10-Q for the quarter ended September 30, 1991 and incorporated herein
by reference.
4.4* Articles of Correction, filed with Mississippi Secretary of State on November 15, 1991, filed as Exhibit
4.2 to the Company's Form 10-Q for the quarter ended September 30, 1991 and incorporated herein by
reference.
4.5* Articles of Amendment to the Articles of Incorporation of the Company, adopted February 13, 1992, filed
as Exhibit 3.5 to the Company's Form 10-K for the year ended December 31, 1992 and incorporated herein
by reference.
4.6* Articles of Correction, filed with Mississippi Secretary of State on March 2, 1992, filed as Exhibit 3.6
to the Company's Form 10-K for the year ended December 31, 1992 and incorporated herein by reference.
4.7* Articles of Amendment to the Articles of Incorporation adopted February 20, 1997, filed as Exhibit 3.7
to the Company's Form 10-K for the year ended December 31, 1996 and incorporated herein by reference.
5.1 Opinion of Phelps Dunbar LLP dated January 9, 2006 as to the legality of the securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Phelps Dunbar, LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on the Signature Page attached hereto).
99.1* Hancock Holding Company 2005 Long-Term Incentive Plan, filed as Appendix A to the Company's Definitive
Proxy Statement filed with the Commission on February 28, 2005 and incorporated herein by reference.
99.2* Hancock Holding Company Nonqualified Deferred Compensation Plan, filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K filed with the Commission on December 23, 2005 and incorporated herein by
reference.
*Incorporated herein by reference as indicated.
Exhibit 5.1
January 9, 2006
Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Re: Hancock Holding Company Registration Statement on Form S-8 for
Nonqualified Deferred Compensation Plan and 2005 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Hancock Holding Company (the "Company") in connection with the preparation
of the above-referenced Registration Statement on Form S-8 filed by the Company with the Securities and Exchange
Commission (the "Commission") with respect to the issuance by the Company of an aggregate of 5,150,000 shares of
$3.33 par value common stock (the "Common Stock"), a maximum of 150,000 shares to be issued under the Hancock
Holding Company Nonqualified Deferred Compensation Plan and a maximum of 5,000,000 shares to be issued under the
Hancock Holding Company 2005 Long-Term Incentive Plan (the "LTIP"; collectively with the Hancock Holding Company
Nonqualified Deferred Compensation Plan, the "Plans"), subject to adjustment as provided in the Plans.
In so acting, we have examined and relied upon the original, or a photostatic or certified copy, of
such records of the Company, certificates of officers of the Company and of public officials, and such other
documents as we have deemed relevant and necessary as the basis for the opinion set forth below.
In connection with such examination, we have assumed the genuineness of all signatures appearing on all
documents, the legal capacity of all persons signing such documents, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, the accuracy and completeness of all corporate records made available to us by the
Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by us. We have further
assumed the intent of the Board of Directors of the Company, as evidenced by those certain resolutions dated January 13, 2005
and December 14, 2005, and the description of Item 3 included in the Company's Definitive Proxy Statement filed with the
Commission on February 28, 2005, to reserve for issuance under the LTIP the number of shares of Common Stock specified therein,
subject to the terms and conditions further specified therein.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set
forth herein, we are of the opinion that the Common Stock has been duly authorized, and, when issued in
accordance with the terms described in the Plans and the Registration Statement, will be validly issued,
fully paid and nonassessable.
The foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the
United States of America. We express no opinion as to matters governed by the laws of any other state.
Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in
existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or
the facts presently in effect that would alter the scope or substance of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment
at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering
such matters would not rule in a manner contrary to the opinions set forth above.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Phelps Dunbar LLP
PHELPS DUNBAR LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Hancock Holding Company
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Hancock
Holding Company of our reports dated February 22, 2005, with respect to (i) the consolidated balance sheet of
Hancock Holding Company as of December 31, 2004, and the related consolidated statements of earnings,
common stockholders' equity, comprehensive earnings, and cash flows for the year then ended; (ii) management's
assessment of the effectiveness of internal control over financial reporting as of December 31, 2004; and (iii)
and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear
in the December 31, 2004 Annual Report on Form 10-K of Hancock Holding Company.
/s/ KPMG LLP
Birmingham, Alabama
January 6, 2006
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Hancock
Holding Company of our report dated January 19, 2004 included in the Hancock Holding Company Annual Report on
Form 10-K for the year ended December 31, 2004.
/s/ Deloitte & Touche LLP
New Orleans, Louisiana
January 9, 2006
