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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Trustmark Corporation
(Exact name of registrant as specified in its charter)
Mississippi 64-0471500
(State or other jurisdiction of (IRS EIN)
incorporation or organization)
248 E. Capitol Street, Jackson, Mississippi 39201
(Address of principal executive offices) (Zip Code)
Trustmark Corporation 1997 Long Term Incentive Plan
(full title of the plan)
LOUIS E. GREER
Controller
Trustmark National Bank
248 E. Capitol Street
Jackson, MS 39201
(601) 949-2310 Fax: (601) 949-6871
(Name, address including zip code and telephone
number, including area code, of agent for service)
Copies of all correspondence to:
Robert D. Drinkwater
Brunini, Grantham, Grower & Hewes, PLLC
Post Office Drawer 119
Jackson, MS 39205
(601) 948-3101 Fax: (601) 960-6902
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------- ---------- --------- --------- ------------
Common Stock 300,000 $27.0625 $8,118,750 $2,461
$0.00 par value
per share
(1) Amount registered represents number of shares issuable upon exercise of
options anticipated to be issued under the Trustmark Corporation 1997 Long
Term Incentive Plan (the "Plan").
(2) Registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the highest price at which
currently issued options may be exercised.
If any 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, check the following box. [x]
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Form S-8, Item 1,
have been provided to holders of options issued pursuant to the Plan as
specified by Rule 428(b) (1). In accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, such documents are not being filed with the Commission either as
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
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The statement containing the information specified in Form S-8, Item 2,
will be sent or given to participants as specified.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The Annual Report of Trustmark Corporation ("Trustmark") on Form 10-K for
the fiscal year ended December 31, 1996.
(b) All other reports filed with the Commission by Trustmark since December 31,
1996 or subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Trustmark's Registration Statement, and
all amendments thereto, filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
No expert or counsel was employed on a contingent basis or has received or
is to receive any direct or indirect substantial interest in Trustmark or any
subsidiary thereof in connection with this offering.
Item 6. Indemnification of Directors and Officers.
Pursuant to Article VI, Section 2, of its bylaws, Trustmark may indemnify
or reimburse the expenses of any person against all reasonable expenses incurred
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in connection with any litigation or proceeding in which such person may have
been involved because he is or was a director (including honorary or advisory
directors) officer or employee of the corporation or of any other firm,
corporation or organization which he served in any such capacity at the request
of the corporation. Provided, such person shall have no right to indemnification
or reimbursement in relation to any matters in which he is finally adjudged to
have been guilty of or liable for negligence or willful misconduct in the
performance of his duties; and, provided further, that no person shall be so
indemnified or reimbursed in relation to any administrative proceeding or action
instituted by any appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil monetary penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the corporation.
In addition, the Mississippi Business Corporation Act provides for
indemnification of directors and officers in certain events. Directors and
officers are entitled to indemnification if they are wholly successful, on the
merits or otherwise, in the defense of any proceeding to which such person is a
party because he was a director or officer of the corporation against reasonable
expenses incurred by him in connection with the proceeding. A corporation may
indemnify an individual who is a party to a proceeding because he is or was a
director or officer against a liability incurred in the proceeding if the person
conducted himself in good faith and he reasonably believed, in the case of
conduct in his official capacity, that his conduct was in the best interests of
the corporation, and, in all other cases, that his conduct was not opposed to
the best interests of the corporation, and, in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was unlawful
or, he engaged in conduct for which broader indemnification has been made
permissible or obligatory under a provision of the corporation's articles of
incorporation. Unless ordered by a court, a corporation may not indemnify a
director or officer in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct specified above, or, in connection with any proceeding with respect
to conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled, whether or not involving action
in his official capacity.
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A corporation may, additionally, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by the
director or officer who is a party to a proceeding under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1. Incorporated by reference to Registrant's Form 10-K filed for the
period ended December 31, 1996.
5. Opinion of Brunini, Grantham, Grower & Hewes as to the legality of
the issuance of the shares.
23.1 Consent of Arthur Andersen LLP
Item 9. Undertakings.
(a) The undersigned Registrant 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, represents 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;
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(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 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 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 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 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 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 connected with the securities being
registered) the Registrant 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
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 date indicated. Each person whose signature appears below
constitutes and appoints Richard G. Hickson and Gerard R. Host, or either of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution for the undersigned and for the undersigned's 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
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with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorney-in-fact and
agent the full power and authority to do or perform each and every act requisite
thereto, and ratifying and confirming all that said attorney-in-fact and/or
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Jackson and State of Mississippi on the 16th day of
September, 1997.
TRUSTMARK CORPORATION
/s/ Richard G. Hickson
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Richard G. Hickson
President and
Chief Executive Officer
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Signature Title Date
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/s/ Richard G. Hickson President and Chief 9/16/97
- --------------------------- Executive Officer
Richard G. Hickson (Principal Executive
Officer)
/s/ Gerard R. Host Treasurer (Principal 9/16/97
- --------------------------- Financial & Accounting
Gerard R. Host Officer)
/s/ Frank R. Day Chairman 9/16/97
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Frank R. Day
/s/ J. Kelly Allgood Director 9/16/97
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J. Kelly Allgood
/s/ Reuben V. Anderson Director 9/16/97
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Reuben V. Anderson
/s/ John L. Black. Jr. Director 9/16/97
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John L. Black, Jr.
/s/ Harry H. Bush Director 9/16/97
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Harry H. Bush
/s/ Robert P. Cooke III Director 9/16/97
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Robert P. Cooke III
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/s/ William M. Deviney, Jr. Director 9/16/97
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William M. Deviney, Jr.
/s/ D.G. Fountain, Jr. Director 9/16/97
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D.G. Fountain, Jr.
/s/ C. Gerald Garnett Director 9/16/97
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C. Gerald Garnett
/s/ Matthew L. Holleman III Director 9/16/97
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Matthew L. Holleman III
/s/ Fred A. Jones Director 9/16/97
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Fred A. Jones
/s/ T.H. Kendall III Director 9/16/97
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T.H. Kendall III
/s/ Larry L. Lambiotte Director 9/16/97
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Larry L. Lambiotte
/s/ Robert V. Massengill Director 9/16/97
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Robert V. Massengill
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/s/ Donald E. Meiners Director 9/16/97
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Donald E. Meiners
/s/ William Neville III Director 9/16/97
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William Neville III
/s/ Richard H. Puckett Director 9/16/97
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Richard H. Puckett
/s/ Charles W. Renfrow Director 9/16/97
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Charles W. Renfrow
/s/ Clyda S. Rent Director 9/16/97
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Clyda S. Rent
/s/ William Thomas Shows Director 9/16/97
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William Thomas Shows
/s/ Harry M. Walker Director 9/16/97
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Harry M. Walker
/s/ LeRoy G. Walker, Jr. Director 9/16/97
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LeRoy G. Walker, Jr.
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/s/ Paul H. Watson, Jr. Director 9/16/97
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Paul H. Watson, Jr.
/s/ John C. Wheeless, Jr. Director 9/16/97
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John C. Wheeless, Jr.
/s/ Allen Wood, Jr. Director 9/16/97
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Allen Wood, Jr.
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EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------
4.1 Trustmark 1997 Long Term Incentive Plan *
5.1 Opinion and Consent of Brunini, Grantham, Grower & Hewes
23.1 Consent of Arthur Andersen LLP
*Incorporated by reference.
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Exhibit 4.1
*Incorporated by reference.
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EXHIBIT 5.1
BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
ATTORNEYS AT LAW
ROBERT D. DRINKWATER 1400 TRUSTMARK BUILDING/ EDMUND L. BRUNINI
248 EAST CAPITOL STREET (1911-1992)
JACKSON, MISSISSIPPI 39201
DIRECT: 601-960-6852 POST OFFICE DRAWER 119 R. GORDON GRANTHAM
E-MAIL: [email protected] JACKSON, MISSISSIPPI 39205 (1912-1986)
TELEPHONE: 601-948-3101 JOHN M. GROWER
FACSIMILE: 601-960-6902 OF COUNSEL
September 11, 1997
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation ("Trustmark") in connection with the preparation of its registration
statement on Form S-8 as filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement") which Registration Statement relates to the proposed offer by
Trustmark to certain of its employees of up to 300,000 shares (the "Shares") of
the common stock of Trustmark issuable upon the exercise of certain options
which have been or may be granted under the Trustmark 1997 Incentive Stock
Option Plan (the "Plan"). This opinion is being furnished to you to be included
as an Exhibit to the Registration Statement.
We are of the opinion that the Shares have been duly authorized for
issuance and, when the Registration Statement has been declared effective and
the Shares issued in accordance with the Plan, such Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Robert D. Drinkwater
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Robert D. Drinkwater
RDD:vll
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 17, 1997
included in Trustmark Corporation's Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this registration statement
on Form S-8.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Jackson, Mississippi,
September 15, 1997.
