<PAGE> 1
As filed with the Securities and Exchange Commission on June 29, 1995.
Registration No. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
Mississippi 64-0659571
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
One Mississippi Plaza
Tupelo, Mississippi 38801
(Address of Principal
Executive Offices)
(Zip Code)
(601) 680-2000
--------------------
BANCORPSOUTH, INC.
1994 STOCK INCENTIVE PLAN,
1995 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS,
AND ACQUISITION OPTIONS
(Full title of the plan)
Copies To:
Aubrey Burns Patterson Theodore W. Lenz, Esq.
Chairman and Chief Waller Lansden Dortch & Davis
Executive Officer Nashville City Center
BancorpSouth, Inc. 511 Union Street, Suite 2100
One Mississippi Plaza Nashville, Tennessee 37219-1760
Tupelo, Mississippi 38801
(Name and address of agent for service)
--------------------
(601) 680-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price per aggregate offering Amount of
be registered registered share price registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par
value $2.50 per
share (1) 51,104 shares $23.51 (2) $ 1,201,455 $ 414
- -----------------------------------------------------------------------------------------------------------
Common Stock, par
value $2.50 per
share (3) 498,000 shares $39.50 (4) $19,671,000 $6,783
- -----------------------------------------------------------------------------------------------------------
TOTAL: 549,104 shares -- -- $7,197
===========================================================================================================
</TABLE>
(1) Represents 15,000 shares reserved for issuance at $34.25/share under
the 1994 Stock Incentive Plan, 12,000 shares reserved for issuance at
$37.50/share under the 1995 Non-Qualified Stock Option Plan for
Non-Employee Directors, and 24,104 shares reserved for issuance at
$9.871/share under written options assumed by BancorpSouth in
connection with a negotiated acquisition.
(2) Represents average exercise price of outstanding options.
(3) Represents 214,000 shares and 84,000 shares which have been reserved
for issuance pursuant to future grants of stock options under the 1994
Stock Incentive Plan and the 1995 Non-Qualified Stock Option Plan For
Non-Employee Directors, respectively, and 200,000 shares reserved for
stock options assumed in the future in connection with negotiated
acquisitions.
(4) Estimated pursuant to Rule 457(c), solely for the purposes of
calculating the registration fee, on the basis of the average high and
low prices of BancorpSouth, Inc. Common Stock on June 23, 1995 as
reported on the NASDAQ National Market System.
<PAGE> 2
Prospectus
BANCORPSOUTH, INC.
549,104 SHARES
COMMON STOCK
($2.50 PAR VALUE)
This Prospectus has been prepared for use by certain affiliates
("Selling Shareholders") of BancorpSouth, Inc. (the "Company") in connection
with the resale of up to an aggregate of 549,104 shares of common stock, par
value $2.50 per share (the "Common Stock"), which may be issued to such Selling
Shareholders upon the exercise, subsequent to the date of this reoffer
prospectus, of stock options granted under the Company's 1994 Stock Incentive
Plan or 1995 Non-Qualified Stock Option Plan for Non-Employee Directors and
written stock options previously granted to employees and directors of acquired
companies which are assumed by the Company in connection with the negotiated
acquisitions of the acquired companies. See "Selling Shareholders."
This Prospectus may only be used in conjunction with a supplement
which contains the names of the Selling Shareholders and the amount of shares
of Common Stock to be reoffered by them.
None of the proceeds from the sale of the shares by the Selling
Shareholders will be received by the Company. The Company will bear all
expenses (other than underwriting discounts and selling commissions, and fees
and expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration of the shares being offered by the Selling
Shareholders.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is June 29, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed a Registration Statement (the "Registration
Statement") on Form S-8, including any amendments thereto with the Securities
and Exchange Commission (the "Commission") with respect to the Common Stock.
This Prospectus and any accompanying Supplement do not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents
of any contract or other document referred to are not necessarily complete and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or as previously
filed with the Commission and incorporated herein by reference. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, exhibits and schedules. A copy of the
Registration Statement may be inspected by anyone without charge at the
Commission's principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission upon payment of certain fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549, as well as the following Commission Regional
Offices: New York Regional Office, 7 World Trade Center, 13th Floor, New York,
New York 10048; and Chicago Regional Office, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60601-2511. Copies can be obtained by mail at
prescribed rates. Requests should be directed to the Commission's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
Number 0-10826) pursuant to the Exchange Act are incorporated by reference into
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(3) The Company's Current Report on Form 8-K filed June 16, 1995; and
(4) The Company's Proxy Statement relating to the Annual Meeting of
Shareholders held on April 25, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference into this Prospectus. Any statement
contained herein, or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which
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<PAGE> 4
also is or is deemed to be incorporated by reference herein, 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 Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS
AVAILABLE, WITHOUT CHARGE, UPON REQUEST FROM CATHY M. ROBERTSON, CORPORATE
SECRETARY, BANCORPSOUTH, INC., ONE MISSISSIPPI PLAZA, TUPELO, MISSISSIPPI
38801, (601) 680-2000.
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
3
<PAGE> 5
THE COMPANY
The Company is a Mississippi corporation, a bank holding
company and a savings and loan holding company, with commercial banking
operations in Mississippi and Tennessee, and savings and loan operations in
Mississippi. The principal executive offices of the Company are located at One
Mississippi Plaza, Tupelo, Mississippi 38801, and its telephone number is (601)
680-2000.
SUPERVISION AND REGULATION
The Company is a bank holding company registered under the
Bank Holding Company Act ("BHCA") and is subject to supervision by the Board of
Governors of the Federal Reserve System (the "Federal Reserve") and the Federal
Reserve Bank of St. Louis. The Company is also a savings and loan holding
company registered under the Savings and Loan Holding Company Act ("SLHCA"),
and is subject to supervision by the Office of Thrift Supervision ("OTS") and
the periodic reporting requirements of the OTS. Bank of Mississippi ("BOM")
and Volunteer Bank ("Volunteer"), which are subsidiaries of the Company, are
Mississippi and Tennessee state banks, respectively, and are subject to
regulation by the banking regulatory agency in their respective state. The
deposits of each of the Company's subsidiaries are insured by the Federal
Deposit Insurance Corporation ("FDIC") and therefore each is subject to
examination by the FDIC.
Federal Reserve. The Company is required to file periodic
reports and such additional information as the Federal Reserve may require
pursuant to the BHCA. The Federal Reserve may also examine the Company and its
subsidiaries.
The BHCA requires Federal Reserve approval before the Company
may acquire substantially all the assets of any bank if by the acquisition the
Company would own or control more than 5% of the voting shares of the bank, or
for a merger or consolidation with another bank holding company. The Company
may, however, engage in or acquire an interest in a company that engages in
activities which the Federal Reserve has determined by regulation or order to
be so closely related to banking or managing or controlling banks as to be
properly incident thereto.
The Financial Institutions Reform, Recovery and Enforcement
Act of 1989 ("FIRREA") amended provisions of the BHCA to specifically authorize
the Federal Reserve to approve an application by a bank holding company to
acquire control of a savings association. FIRREA also authorized a bank
holding company that controls a savings association to merge or consolidate the
assets and liabilities of the savings association with, or transfer assets and
liabilities to, any subsidiary bank which is a member of the Bank Insurance
Fund ("BIF") with the approval of the appropriate federal banking agency and
the Federal Reserve Board. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") further amended the BHCA to permit federal
savings associations to acquire or be acquired by any insured depository
institution. As a result of these provisions, there have been a number of
acquisitions of savings associations by bank holding companies and other
financial institutions in recent years.
The Federal Reserve has adopted a risk-based capital adequacy
assessment system for bank holding companies. Assets are weighted by a risk
factor and a ratio is calculated by dividing qualifying capital by the risk-
weighted assets. Tier I capital generally includes common stock and
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<PAGE> 6
retained earnings. Total capital is comprised of Tier I capital and Tier II
capital, which includes certain allowances for loan losses, certain
subordinated debt and perpetual preferred stock.
The Company is a legal entity which is separate and distinct
from its subsidiaries. Federal law restricts extensions of credit by its
subsidiaries to the Company or its affiliates. Dividends to stockholders of
the Company may be paid only from dividends paid to the Company by its
subsidiaries.
CRA. The Community Reinvestment Act of 1977 ("CRA") and its
implementing regulations are intended to encourage regulated financial
institutions to meet the credit needs of their local community or communities,
including low and moderate income neighborhoods, consistent with the safe and
sound operation of such financial institutions. The regulations provide that
the appropriate regulatory authority will assess CRA reports in connection with
applications for establishment of domestic branches, acquisition of banks or
mergers involving bank holding companies.
FDIC. Deposits in each of the Company's subsidiaries are
insured by the FDIC and, pursuant to provisions of the Federal Deposit
Insurance Act ("FDIA"), any FDIC-insured subsidiary of the Company can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC in connection with the default of a commonly controlled FDIC-insured
subsidiary or any assistance by the FDIC to any commonly controlled
FDIC-insured subsidiary in danger of default.
FDICIA. FDICIA implemented a number of provisions applicable
to insured banks and bank holding companies. Federal bank regulatory agencies
are required to establish standards for safety and soundness of banks and bank
holding companies relating to internal controls and audit systems, loan
documentation, credit underwriting, interest rate risk exposure, asset growth
and compensation. FDICIA also requires bank holding companies to guarantee
compliance with any capital restoration plans entered into by a subsidiary bank
and the FDIC. The activities of insured state banks, including non-subsidiary
equity investment, are generally limited under the FDICIA to those permitted
for national banks. FDICIA also requires regulations by federal banking
agencies establishing minimum loan to value ratios for all real estate mortgage
and construction loans. The FDICIA also requires regulations to limit risks
posed by an insured bank's "exposure" to another bank. Exposure includes
extension of credit, purchases of securities issued by the other bank or
acceptance of securities issued by the other bank as collateral for an
extension of credit. Regulations pursuant to FDICIA limit such exposure.
Interstate Banking. In September 1994, the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("IBBEA") was enacted.
Beginning September 29, 1995, IBBEA permits adequately capitalized and managed
bank holding companies to acquire control of banks in states other than their
home states, subject to federal regulatory approval, without regard to whether
such a transaction is prohibited by the laws of any state. IBBEA permits
states to continue to require that an acquired bank have been in existence for
a certain minimum time period, which may not exceed five years. A bank holding
company may not, following an interstate acquisition, control more than 10% of
the nation's total amount of bank deposits or 30% of bank deposits in the
relevant state (unless the state enacts legislation to raise the 30% limit).
States retain the ability to adopt legislation to effectively lower the 30%
limit. Beginning June 1, 1997, federal banking regulators may approve merger
transactions involving banks located in different states, without regard to
laws of any state prohibiting such transactions; except that, mergers may not
be approved with respect to banks located in states that, prior to June 1,
1997, enacted legislation prohibiting mergers by banks located in such state
with out-of-state
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<PAGE> 7
institutions. Federal banking regulators may permit an out-of-state bank to
open new branches in another state if such state has enacted legislation
permitting interstate branching. Affiliated institutions are authorized to
accept deposits for existing accounts, renew time deposits, and close and
service loans for affiliated institutions without being deemed an impermissible
branch of the affiliate.
OTS. The Company is a unitary savings and loan holding
company subject to regulatory oversight by the OTS. As such, the Company is
required to register and file periodic reports with the OTS and is subject to
regulation and examination by the OTS. As a federally-chartered savings
association, Laurel Federal Savings and Loan Association ("Laurel Federal"), a
subsidiary of the Company, is subject to extensive regulation by the OTS.
Laurel Federal must file reports with the OTS concerning its activities and
financial condition, in addition to obtaining regulatory approvals prior to
entering into certain transactions such as mergers with or acquisitions of
other savings institutions. The regulatory structure gives the OTS extensive
discretion in connection with its supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes.
State Banking Regulation. BOM is subject to supervision,
regulation and examination by the Mississippi Department of Banking and
Consumer Finance. Volunteer is subject to supervision, regulation and
examination by the Tennessee Department of Financial Institutions. State
regulations in Mississippi and Tennessee relate to such matters as loans,
mortgages, consolidations, required reserves, allowable investments, issuance
of securities, payment of dividends, establishment of branches, filing of
periodic reports and other matters affecting the business of BOM and Volunteer.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
shares of the Company's Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The issuance of shares of Common Stock upon exercise of
options granted under the Company's 1994 Stock Incentive Plan (the "Incentive
Plan") or the 1995 Non-Qualified Stock Option Plan for Non-Employee Directors
(the "Directors' Plan") and upon exercises of written options previously
granted to employees and directors of acquired companies which are assumed by
the Company in connection with negotiated acquisitions of the acquired
companies (collectively, the "Plans") after June 29, 1995, has been registered
under the Securities Act of 1933 (the "Securities Act") by a Registration
Statement on Form S-8. This Prospectus is to be used in connection with any
resales by persons who may be considered "affiliates" of the Company within the
meaning of the Securities Act, of the Company's Common Stock acquired upon the
exercise of such options after that date.
At the date of this Prospectus the Company does not know the
names of persons who intend to resell shares of Common Stock of the Company
acquired upon the exercise of options granted under of the Plans. The Selling
Shareholders will be either (a) employees or executive officers of the Company
or its subsidiaries or directors of the Company's subsidiaries who have been or
may be granted options under the Incentive Plan, (b) non-employee directors of
the Company who have been or may be
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<PAGE> 8
granted options under the Directors' Plan or (c) former directors and/or
executive officers of companies acquired by the Company. Each of these persons
may be considered "affiliates" of the Company within the meaning of the
Securities Act. The Company will supplement the Prospectus with the names of
the Selling Shareholders and the amount of shares of Common Stock to be
reoffered by them as that information becomes known.
The shares may be offered by the Selling Shareholders from
time to time in transactions in the over-the-counter market through the NASDAQ
National Market System, in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for which such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
LEGAL MATTERS
The validity of the shares of the Company's Common Stock
offered hereby will be passed upon for the Company by Waller Lansden Dortch &
Davis, Nashville, Tennessee. Waller Lansden Dortch & Davis will rely upon the
opinion of Riley, Ford, Caldwell & Cork, P.A., Tupelo, Mississippi, with
respect to certain matters of Mississippi law. Frank A. Riley, a stockholder
in the firm of Riley, Ford, Caldwell & Cork, P.A., is a director of the Company
and the beneficial owner of 15,806 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of BancorpSouth, Inc.
and subsidiaries as of December 31, 1994 and 1993 and for each of the years in
the three-year period ended December 31, 1994, incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been incorporated herein by reference in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
--------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT
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<PAGE> 9
IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
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<PAGE> 10
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission (File Number
0-10826) by the Company are incorporated herein by reference as of the dates
thereof:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(3) The Company's Current Report on Form 8-K filed June
16, 1995; and
(4) The Company's Proxy Statement relating to the Annual
Meeting of Shareholders held April 25, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which 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 of such documents.
Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which is also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute part hereof except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company has authorized 500 million shares of Common Stock,
$2.50 par value.
DIVIDEND RIGHTS
Holders of outstanding shares of Common Stock are entitled to
receive such dividends, if any, as may be declared by the Board of Directors of
the Company, in its discretion, out of funds legally available therefor.
VOTING RIGHTS
Holders of Common Stock are entitled to one vote per share on
all matters to be voted on by the stockholders of the Company, including the
election of directors, and do not have cumulative voting rights. Under the
Mississippi Business Corporation Act, an affirmative vote of the majority of
the stockholders present at a meeting is sufficient in order to take most
stockholder actions. Certain
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extraordinary actions require greater percentages of affirmative stockholder
votes, including an increase, without a recommendation by the Board of
Directors of such increase, in the maximum number of members of the Board of
Directors of the Company or an amendment or repeal of the anti-takeover
provision described below.
LIQUIDATION RIGHTS
In the event of the liquidation of the Company, the holders of
Common Stock are entitled to receive pro rata any assets distributed to
stockholders with respect to their shares, after payment of all debts and
payments to holders of preferred stock of the Company, if any.
PREEMPTIVE RIGHTS
Holders of Common Stock have no right to subscribe to
additional shares of capital stock that may be issued by the Company.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Restated Articles of Incorporation, as amended,
generally require the affirmative vote of the holders of 80% of the outstanding
shares of Common Stock to approve (i) a merger or consolidation of the Company
with, or (ii) a sale, exchange or lease of all or substantially all of the
assets (as defined in the Restated Articles of Incorporation) of the Company to
any person or entity, unless such transaction is approved by the Board of
Directors of the Company.
The Restated Articles of Incorporation of the Company also
require the affirmative vote of the holders of 80% of the outstanding shares of
the Common Stock, and the affirmative vote of the holders of 67% of the shares
of Common Stock held by stockholders other than a Controlling Party (as defined
below), for the approval or authorization of any merger, consolidation, sale,
exchange or lease of all or substantially all of the assets of the Company if
such transaction involves any stockholders "owning or controlling" 20% or more
of the Common Stock outstanding at the time of the proposed transaction (a
"Controlling Party"). The terms "owning or controlling" are not defined in the
Company's Restated Articles of Incorporation. Management of the Company
assumes that such term would be interpreted in accordance with the meaning of
the term "beneficial ownership" under the Exchange Act; however, it is
uncertain how such terms would be construed under the laws of the State of
Mississippi or whether such terms would encompass the possession of a revocable
proxy to direct the vote of shares of Common Stock. However, that these voting
requirements are not applicable in transactions in which: (a) the cash or fair
market value of the property, securities or other consideration to be received
(which includes Common Stock retained by the Company's existing stockholders in
a transaction in which the Company is the surviving entity) per share by
holders of Common Stock in such transaction is not less than the highest per
share price (with appropriate adjustments for recapitalizations, stock splits,
stock dividends and distributions) paid by the Controlling Party in the
acquisition of any of its holdings of the Common Stock in the three years
preceding the announcement of the proposed transaction, or (b) the transaction
is approved by a majority of the Board of Directors of the Company.
Neither of these provisions of the Restated Articles of
Incorporation may be repealed or amended except by the affirmative vote of 80%
of the total voting power of the Company.
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<PAGE> 12
BANCORPSOUTH COMMON STOCK PURCHASE RIGHTS
Following stockholder approval of a Shareholder Rights Plan in
April 1991, the Company issued one common stock purchase right (a "Right") for
each issued and outstanding share of Common Stock. Each Right attaches to and
trades with each share of Common Stock; provided, however, that the Rights will
separate from the Common Stock and be distributed upon the occurrence of
certain events, including the acquisition of or tender for 20% or more of the
outstanding shares of Common Stock by any person (an "Acquiring Person") or if
the Board of Directors of the Company determines that a person beneficially
owning 10% or more of the outstanding shares of Common Stock has become an
"Adverse Person," as defined in the Shareholder Rights Plan.
In the event that a person becomes an Acquiring Person or is
declared an Adverse Person by the Board of Directors of the Company, then each
Right will entitle the holder thereof to purchase one share of Common Stock at
50% of the then current market price, subject to adjustments as described in
the Shareholder Rights Plan. At any time after the aforementioned events, the
Board of Directors of the Company may exchange each Right for one share of
Common Stock, subject to adjustment as described in the Shareholder Rights
Plan. If an Acquiring Person effects certain transactions with the Company,
including a merger, share exchange, or transfer of over 50% of the Company's
assets or earning power, then each Right shall entitle the holder thereof to
purchase a share of common stock of the Acquiring Person at 50% of the then
current market price for such common stock. Shares of Common Stock owned by an
Acquiring Person or Adverse Person will not be entitled to exercise the Rights
as set forth above.
The Rights are redeemable at $.01 per Right at any time prior
to the close of business on the tenth day after the public announcement that a
person has become an Acquiring Person or been declared an Adverse Person by the
Board of Directors of the Company. The Rights are not exercisable until the
expiration of the applicable ten day period, and the Rights will expire at the
close of business on April 24, 2001, unless earlier redeemed. The Board of
Directors of the Company is entitled to interpret the provisions of the
Shareholder Rights Plan, which may be amended in certain respects by the Board
of Directors of the Company at any time.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock which may be
purchased under the Plans have been passed upon for the Company by Waller
Lansden Dortch & Davis, Nashville, Tennessee. Waller Lansden Dortch & Davis
will rely upon the opinion of Riley, Ford, Caldwell & Cork, P.A., Tupelo,
Mississippi, with respect to certain matters of Mississippi law. Frank A.
Riley, a stockholder in the firm of Riley, Ford, Caldwell & Cork, P.A., is a
director of the Company, is eligible to participate in the 1995 Non-Qualified
Stock Option Plan for Non-Employee Directors, and is the beneficial owner of
15,806 shares of the Company's Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. Restated Articles of Incorporation and Bylaws.
The Company's Restated Articles of Incorporation provide that
it will indemnify, and upon request advance expenses to, any person (or his
estate) who was or is a party to any legal proceeding because he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, or other entity, against any
liability incurred in that proceeding (A) to the full extent permitted by the
Mississippi Business Corporation Act (the "Mississippi Corporation Act"), and
(B) despite the fact that such person did not meet the standard of conduct
specified in the Mississippi Corporation Act or would be disqualified for
indemnification under that Act, if a determination is made that (i) the person
seeking indemnity is fairly and reasonably entitled to indemnification in view
of all of the relevant circumstances, and (ii) his acts or omissions did not
constitute gross negligence or willful misconduct. A request for reimbursement
or advancement of expenses prior to final disposition of the proceeding must be
accompanied by an undertaking to repay the advances if it is ultimately
determined that he did not meet the requisite standard of conduct but it need
not be accompanied by an affirmation that the person seeking indemnity believed
he has met the standard of conduct.
The Company's Bylaws provide that it will indemnify officers
and directors who are a party to any legal proceeding because he is or was an
officer or director of the Company against any expenses or awards in connection
therewith if he acted in good faith and in a manner he reasonably believed to
be in the best interest of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company also will indemnify officers and directors who are a party to any
derivative suit with respect to the Company because that person is or was an
officer or director of the Company, against expenses incurred in connection
with that action unless he is found to have acted without good faith and
without that degree of care, diligence and skill which ordinarily prudent men
would exercise in similar circumstances and in like positions, unless, despite
such finding of liability, the court determines that he is entitled to
indemnity. The Bylaws also provide that the Company may (i) advance to the
officer or director the expenses incurred in defending a proceeding upon
receipt of an undertaking that he will repay amounts advanced unless it
ultimately is determined that he is entitled to be indemnified, and (ii)
purchase and maintain insurance on behalf of an officer or director against any
liability arising out of his acting as such.
B. Mississippi Business Corporation Act.
In addition to the foregoing provisions of the Company's
Restated Articles of Incorporation and Bylaws, directors, officers, employees
and agents of the Company and its subsidiaries may be indemnified by the
Company pursuant to Sections 79-4-8.50 through 79-4-8.58 of the Mississippi
Business Corporation Act.
C. Insurance.
The Company maintains and pays premiums on an insurance policy
on behalf of its officers and directors against liability asserted against or
incurred by such persons in or arising from their capacity as such.
II-4
<PAGE> 14
D. Securities and Exchange Commission Policy On
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
5. Opinion of Waller Lansden Dortch & Davis.
23(a). Consent of KPMG Peat Marwick LLP.
23(b). Consent of Waller Lansden Dortch & Davis(1).
24. Power of Attorney (included on page II-7).
99(a). 1994 Stock Incentive Plan.(2)
99(b). 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors(2)
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 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;
- --------------------
(1) The consent of Waller Lansden Dortch & Davis is included in their
opinion filed as Exhibit 5.
(2) Incorporated by reference to Company's Proxy Statement relating to the
Annual Meeting of Shareholders held April 25, 1995.
II-5
<PAGE> 15
(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 1(i) and 1(ii) 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 registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purposes 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 registrant 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 Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
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.
(h) 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 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 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.
II-6
<PAGE> 16
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
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 Tupelo, State of Mississippi, on June 28, 1995.
BANCORPSOUTH, INC.
By: /s/ Aubrey Burns Patterson
-----------------------------
Aubrey Burns Patterson
Chairman and Chief
Execurive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aubrey Burns Patterson, his true and lawful
attorney-in-fact and agent, 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 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
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, 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 dates indicated.
<TABLE>
<S> <C> <C>
/s/ Aubrey Burns Patterson Chairman and Chief June 28, 1995
- -------------------------- Executive Officer
Aubrey Burns Patterson (Principal Executive
Officer) and Director
/s/ L. Nash Allen, Jr. Treasurer (Principal June 28, 1995
- -------------------------- Financial and Accounting
L. Nash Allen, Jr. Officer)
</TABLE>
II-7
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ S. H. Davis Director June 28, 1995
- ----------------------------
S. H. Davis
/s/ Hassell H. Franklin Director June 28, 1995
- ----------------------------
Hassell H. Franklin
Director June __, 1995
- ----------------------------
J. Louis Griffin, Jr.
/s/ W. G. Holliman, Jr. Director June 28, 1995
- ----------------------------
W. G. Holliman, Jr.
/s/ A. Douglas Jumper Director June 28, 1995
- ----------------------------
A. Douglas Jumper
/s/ Turner O. Lashlee Director June 28, 1995
- ----------------------------
Turner O. Lashlee
/s/ Alan W. Perry Director June 28, 1995
- ----------------------------
Alan W. Perry
/s/ Frank A. Riley Director June 28, 1995
- ----------------------------
Frank A. Riley
/s/ Travis E. Staub Director June 28, 1995
- ----------------------------
Travis E. Staub
/s/ Dr. Andrew R. Townes Director June 28, 1995
- ----------------------------
Dr. Andrew R. Townes
/s/ Lowery A. Woodall Director June 28, 1995
- ----------------------------
Lowery A. Woodall
</TABLE>
II-8
<PAGE> 18
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
5. Opinion of Waller Lansden Dortch & Davis.
23(a). Consent of KPMG Peat Marwick LLP.
23(b). Consent of Waller Lansden Dortch & Davis(1).
24. Power of Attorney (included on page II-7).
99(a). 1994 Stock Incentive Plan.(2)
99(b). 1995 Non-Qualified Stock Option Plan for
Non-Employee Directors(2)
- ----------------------------
(1) The consent of Waller Lansden Dortch & Davis is included in their
opinion filed as Exhibit 5.
(2) Incorporated by reference to Company's Proxy Statement relating to the
Annual Meeting of Shareholders held April 25, 1995.
II-9
<PAGE> 1
WALLER LANSDEN DORTCH & DAVIS
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
FACSIMILES (615) 244-6380 809 SOUTH MAIN STREET
(615) 244-6804 P.O. BOX 1035
(615) 244-5686 COLUMBIA, TN 38402-1035
(615) 388-6031
June 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: BancorpSouth, Inc.
Registration Statement on Form S-8
Gentlemen:
We are acting as counsel to BancorpSouth, Inc., a Mississippi
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to 549,104 shares of Common Stock,
par value $2.50 per share (the "Common Stock"), of the Company. Such shares
are issuable by the Company to certain employees and directors of the Company
pursuant to options granted under the Company's 1994 Stock Incentive Plan, its
1995 Non-Qualified Stock Option Plan for Non-Employee Directors and in
connection with certain written options assumed in connection with acquisitions
(collectively, the "Plans").
As such counsel and in connection with the foregoing, we have
examined the Company's Restated Articles of Incorporation, as amended to date,
its Bylaws, as amended to date, the record of proceedings of its stockholders
and directors, the Plans and the Registration Statement. We have examined and
relied upon such records, documents and other instruments as in our judgment
are necessary or appropriate in order to express the opinions hereinafter set
forth.
Based upon and subject to the foregoing and, with respect to
certain matters of Mississippi law, in reliance on the opinion of Riley, Ford,
Caldwell & Cork, P.A., Tupelo, Mississippi, we are of the opinion that the
Common Stock has been duly authorized by all necessary corporate action and,
when issued and delivered upon payment therefore in the manner and on the terms
described in the Plans, will be legally issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the
Registration Statement and in the reoffering prospectus included in the
Registration Statement under the caption "Legal Matters" and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis
<PAGE> 1
ACCOUNTANTS' CONSENT
The Board of Directors
BancorpSouth, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of BancorpSouth, Inc. of our report dated January 27, 1995, relating to the
consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of income,
shareholders' equity, and cash flows of each of the years in the three-year
period ended December 31, 1994, which report appears in the December 31, 1994
annual report on Form 10-K of BancorpSouth, Inc. and to the reference to our
firm under the heading "Experts" in the Prospectus.
Our report refers to a change in accounting for income taxes to adopt the
provisions of the Financial Accounting Standards Board's SFAS 109 in 1993 and a
change in accounting for securities to adopt the provisions of SFAS 115 in
1994.
KMPG Peat Marwick LLP
Memphis, Tennessee
June 26, 1995
