1
As filed with the Securities and Exchange Commission on September ___, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
HANCOCK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0169065
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
ONE HANCOCK PLAZA
GULFPORT, MISSISSIPPI 39501
(601) 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 Plan)
GEORGE A. SCHLOEGEL COPY TO:
VICE CHAIRMAN OF THE BOARD JAMES R. MCILWAIN
HANCOCK HOLDING COMPANY GENERAL COUNSEL
ONE HANCOCK PLAZA HANCOCK HOLDING COMPANY
GULFPORT, MISSISSIPPI 39501 ONE HANCOCK PLAZA
(601) 868-4000 GULFPORT, MISSISSIPPI 39501
(Name, address, including zip code, (601) 868-4000
and telephone number, including
area code, of agent for service)
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
In accordance with the terms of the Hancock Holding Company 1996
Long-Term Incentive Plan
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of each Amount Proposed maximum Proposed maximum
class of securities to be offering price aggregate Amount of
to be registered registered(1) per unit(2) offering price(2) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock ....................... 500,000 $37.00 $18,500,000 $6,379.31
===========================================================================================================================
(1) In the event of a stock split, stock dividend or similar transaction
involving Common Stock of the Company, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover
the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the last sales prices per share of the
Common Stock on September 6, 1996.
--------------------
2
PART I.
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is included in a
Prospectus dated September 4, 1996, to be distributed to persons who are
granted awards under the plan. This information is not being filed with or
included in this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Hancock Holding Company
(the "Company") (file no. 33-43427) with the Securities and Exchange Commission
(the "Commission") are incorporated by reference herein and made a part hereof
pursuant to the Securities Exchange Act of 1934 ("Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (including portions of the Company's Proxy Statement for the
1996 annual meeting of shareholders stated therein to be incorporated therein
by reference);
2. The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996. (File Number 33-43427).
3. All other documents filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995.
4. The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-1, filed with the Commission on
October 18, 1991, as amended (Registration Number 33-43427).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be 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 subsequently filed
3
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this registration statement
relates, upon the written or oral request of any such person, a copy of the
Company's Annual Report to Stockholders for its last fiscal year and a copy of
any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated by reference). The Company hereby further
undertakes to deliver or cause to be delivered to all participants in the Plan
who do not otherwise receive such material, copies of all reports, proxy
statements and other communications distributed by the Company to its
stockholders generally, no later than the time such materials are first sent to
its stockholders.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby has been passed upon by the
law firm of Watkins Ludlam & Stennis, P.A., Jackson, Mississippi.
Item 6. Indemnification of Directors and Officers.
Miss. 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 Miss. 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 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.
4
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.
Not Applicable.
Item 8. Exhibits.
3.1 Amended and Restated Articles of Incorporation dated February 9,
1989.
3.2 Amended and Restated Bylaws dated November 8, 1990.
3.3 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, dated October 16, 1991 (filed as Exhibit 4.1 to
the Registrant's Form 10-Q for the quarter ended September 30,
1991, and incorporated herein by reference).
3.4 Articles of Correction, filed with the Mississippi Secretary of
State on November 15, 1991 (filed as Exhibit 4.2 to the
Registrant's Form 10-Q for the quarter ended September 30, 1991,
and incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, adopted February 13, 1992 (filed as Exhibit 3.5
to the Registrant's Form 10-K for the year ended December 31,
1992, and incorporated herein by reference).
3.6 Articles of Correction, filed with Mississippi Secretary of State
on March 2, 1992 (filed as Exhibit 3.6 to the Registrant's Form
10-K for the year ended December 31, 1992, and incorporated
herein by reference).
4 Specimen stock certificate (reflecting change in par value from
$10.00 to $3.33, effective March 6, 1989).
5 Opinion of Watkins Ludlam & Stennis, P.A.
5
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Watkins Ludlam & Stennis, P.A. (contained in Exhibit
5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings.
5. The Company hereby undertakes:
(a) 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 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the Registration Statement is on Form 3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) 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.
(c) 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.
6. The Company hereby undertakes that, for the purpose 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
Exchange Act (and, where applicable, each filing of an employee
6
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
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.
7. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC 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.
7
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 the 10th
day of September, 1996.
HANCOCK HOLDING COMPANY
By: /s/ LEO W. SEAL, JR.
-----------------------------------
Leo W. Seal, Jr.
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Leo W. Seal, Jr. and George A. Schloegel, and
each or either of them, his true and lawful attorney-in-fact and agents, with
full power of substitution and resubstitution, 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 other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to 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 or his substitute or
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ LEO W. SEAL, JR. President and Director September 10, 1996
- ----------------------------- (Principal Executive
Leo W. Seal, Jr. Officer)
8
/s/ JOSEPH F. BOARDMAN, JR. Director, Chairman of September 10, 1996
- ----------------------------- the Board
Joseph F. Boardman, Jr.
Director September ____, 1996
- -----------------------------
Thomas W. Milner, Jr.
/s/ GEORGE A. SCHLOEGEL Director September 10, 1996
- ----------------------------- Vice-Chairman of the
George A. Schloegel Board
/s/ DR. HOMER C. MOODY, JR. Director September 10, 1996
- -----------------------------
Dr. Homer C. Moody, Jr.
Director September ____, 1996
- -----------------------------
James B. Estabrook, Jr.
/s/ CHARLES H. JOHNSON Director September 10, 1996
- -----------------------------
Charles H. Johnson
Director September ____, 1996
- -----------------------------
L. A. Koenenn, Jr.
Director September ____, 1996
- -----------------------------
Victor Mavar
/s/ C. STANLEY BAILEY Principal Financial September 5, 1996
- ----------------------------- & Accounting Officer
C. Stanley Bailey
9
EXHIBIT INDEX
NUMBER ITEM DESCRIPTION
3.1 Amended and Restated Articles of Incorporation dated February 9,
1989.
3.2 Amended and Restated Bylaws dated November 8, 1990.
3.3 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, dated October 16, 1991 (filed as Exhibit 4.1 to
the Registrant's Form 10-Q for the quarter ended September 30,
1991, and incorporated herein by reference).
3.4 Articles of Correction, filed with the Mississippi Secretary of
State on November 15, 1991 (filed as Exhibit 4.2 to the
Registrant's Form 10-Q for the quarter ended September 30, 1991,
and incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, adopted February 13, 1992 (filed as Exhibit 3.5
to the Registrant's Form 10-K for the year ended December 31,
1992, and incorporated herein by reference).
3.6 Articles of Correction, filed with Mississippi Secretary of State
on March 2, 1992 (filed as Exhibit 3.6 to the Registrant's Form
10-K for the year ended December 31, 1992, and incorporated
herein by reference).
4 Specimen stock certificate (reflecting change in par value from
$10.00 to $3.33, effective March 6, 1989).
5 Opinion of counsel as to the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (included on the Signature Page attached
hereto).