As filed with the Securities and Exchange Commission on July 30, 2021.
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hancock Whitney Corporation
(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.) |
Hancock Whitney Plaza, 2510 14th Street
Gulfport, Mississippi 39501
(228) 868-4000
(Address, Including Zip Code, of Principal Executive Offices)
Hancock Whitney Corporation 401(k) Savings Plan and Trust Agreement
Hancock Whitney Corporation 2010 Employee Stock Purchase Plan
Hancock Whitney Corporation Nonqualified Deferred Compensation Plan
(Full Title of the Plans)
Joy Lambert Phillips General Counsel Hancock Whitney 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) | With a copy to: John B. Shannon, Esq. Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 (404) 881-7000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| (Do not check if a smaller reporting company) | Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $3.33 par value | 1,500,000 (1) | $44.58 (2) | $66,862,500 (2) | $7,294.70 | ||||
| ||||||||
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| (1) | Amount to be registered consists of an aggregate of 1,500,000 shares of Hancock Whitney Corporation (the “Company”) common stock to be issued under the Hancock Whitney Corporation 401(k) Savings Plan and Trust Agreement, the Hancock Whitney Corporation 2010 Employee Stock Purchase Plan and the Hancock Whitney Corporation Nonqualified Deferred Compensation Plan (collectively, the “Plans”), including additional shares of Company common stock that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plans. |
| (2) | Determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended, the registration fee calculation is based on the average of the high and low prices of the Company’s common stock as reported on the NASDAQ Global Select Market on July 29, 2021. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plans as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
(b) Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Joy Lambert Phillips, the Company’s General Counsel, at the address and telephone number on the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference into this Registration Statement:
| (1) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 1, 2021; |
| (2) | The 401(k) Savings Plan’s Annual Report on Form 11-K for the year ended December 31, 2020, filed with the Commission on June 29, 2021; |
| (3) | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the Commission on May 6, 2021; |
| (4) | The Company’s Current Reports on Form 8-K and amendments thereto (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof) filed with the Commission on April 22, 2021, April 23, 2021, April 28, 2021, June 15, 2021 and July 20, 2021; |
| (5) | All other reports filed by the Company and the 401(k) Savings Plan pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2020 (except to the extent any parts of such reports were deemed furnished and not filed in accordance with SEC rules); |
| (6) | The description of the Company’s Common Stock contained in the Company’s Form 8-K 12g3/A filed with the Commission on May 5, 2014, including any amendment or report filed for the purpose of updating such description; and |
| (7) | All other documents subsequently filed by the Company and the 401(k) Savings Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold. |
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company’s Articles of Incorporation and Bylaws provide for indemnification to the fullest extent allowed by law. 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.
Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:
In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Company hereby undertakes that it has submitted the Hancock Whitney Corporation 401(k) Savings Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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.
(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’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 this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
(signatures on following page)
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 July 30, 2021.
| Hancock Whitney Corporation | ||
| By: | /s/ John M. Hairston | |
| John M. Hairston | ||
| President and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Hairston and Joy Lambert Phillips, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of their substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature | Title | Date | ||
/s/ John M. Hairston John M. Hairston | President and Chief Executive Officer (Principal Executive Officer) and Director | July 30, 2021 | ||
/s/ Michael M. Achary Michael M. Achary | Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 30, 2021 | ||
/s/ Stephen E. Barker Stephen E. Barker | Executive Vice President and Senior Accounting and Finance Executive (Principal Accounting Officer) | July 30, 2021 | ||
/s/ Jerry L. Levens Jerry L. Levens | Chairman of the Board, Director | July 30, 2021 | ||
/s/ Frank E. Bertucci Frank E. Bertucci | Director | July 30, 2021 | ||
/s/ Hardy B. Fowler Hardy B. Fowler | Director | July 30, 2021 | ||
/s/ Randall W. Hanna Randall W. Hanna | Director | July 30, 2021 | ||
/s/ James H. Horne James H. Horne | Director | July 30, 2021 | ||
/s/ Suzette K. Kent Suzette K. Kent | Director | July 30, 2021 | ||
/s/ Constantine S. Liollio Constantine S. Liollio | Director | July 30, 2021 | ||
/s/ Sonya C. Little Sonya C. Little | Director | July 30, 2021 | ||
/s/ Thomas H. Olinde Thomas H. Olinde | Director | July 30, 2021 | ||
/s/ Christine L. Pickering Christine L. Pickering | Director | July 30, 2021 | ||
/s/ Robert W. Roseberry Robert W. Roseberry | Director | July 30, 2021 | ||
/s/ Joan C. Teofilo Joan C. Teofilo | Director | July 30, 2021 | ||
/s/ C. Richard Wilkins C. Richard Wilkins | Director | July 30, 2021 | ||
The 401(k) Savings Plan. Pursuant to the requirements of the Securities Act of 1933, 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 July 30, 2021.
| Hancock Whitney Corporation 401(k) Savings Plan | ||
| By: | /s/ Katherine Widdows | |
| Katherine Widdows | ||
| Plan Administrator | ||
