<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
REGISTRATION NO. 333-__________
================================================================================
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 Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
One Mississippi Plaza
Tupelo, Mississippi 38801
(Address of Principal Executive Offices)
--------------------
BANCORPSOUTH, INC.
1994 STOCK INCENTIVE PLAN AS AMENDED AND RESTATED
(Full Title of the Plan)
Aubrey B. Patterson
Chairman and Chief Executive Officer
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
(Name and Address of Agent For Service)
(662) 680-2000
(Telephone Number, Including Area Code, of Agent For Service)
Copies of All Communications to:
Howard W. Herndon, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
511 Union Street, Suite 2100
Nashville, Tennessee 37219-1760
(615) 244-6380
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED SHARE(2) PRICE(2) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR 2,000,000 $16.5625 $33,125,000 $9,208.75
VALUE $2.50 PER SHARE
====================================================================================================================
</TABLE>
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(1)The 1994 Stock Incentive Plan as Amended and Restated authorizes the issuance
of a maximum of 2,916,000 shares, of which 916,000 shares were registered
pursuant to a Registration Statement on Form S-8 (Registration No. 033-60699)
for which the registration fee was previously paid in full.
(2)Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on July 30, 1999, as reported on the New York Stock Exchange.
<PAGE> 2
REOFFER PROSPECTUS
2,916,000 SHARES
BANCORPSOUTH
COMMON STOCK
-------------------
This prospectus has been prepared for use by employees or executive
officers of BancorpSouth, Inc. or its subsidiaries or by former executive
officers of companies acquired by BancorpSouth or its subsidiaries, in
connection with the resale of up to an aggregate of 2,916,000 shares of
BancorpSouth common stock, which have been or may be issued under BancorpSouth's
1994 Stock Incentive Plan as Amended and Restated.
This prospectus may only be used if a supplement is attached which
contains the names of the selling shareholders and the amount of shares of
BancorpSouth common stock to be reoffered by them.
BancorpSouth will not receive any of the proceeds from the sale of the
shares by the selling shareholders. BancorpSouth will bear all expenses incurred
in connection with the registration of the shares being offered by the selling
shareholders, except that the selling shareholders shall be responsible for all
underwriting discounts and selling commissions, fees and expenses of counsel and
other advisors to the selling shareholders, transfer taxes and related charges
in connection with the offer and sale of these shares.
BancorpSouth's common stock is listed on the New York Stock Exchange
under the symbol "BXS."
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSIONER HAS APPROVED OR DISAPPROVED OF THE SHARES OF BANCORPSOUTH COMMON
STOCK TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
SHARES OF BANCORPSOUTH COMMON STOCK ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
-------------------
The date of this prospectus is August 3, 1999.
<PAGE> 3
TABLE OF CONTENTS
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Page
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<S> <C>
The Company...................................................................3
Use of Proceeds...............................................................3
Selling Shareholders..........................................................3
Plan of Distribution..........................................................4
Available Information.........................................................4
Incorporation of Certain Information by Reference.............................4
Legal Matters.................................................................6
Experts.......................................................................6
</TABLE>
2
<PAGE> 4
THE COMPANY
BancorpSouth is incorporated in the State of Mississippi and is a bank
holding company with financial services operations in Mississippi, Tennessee and
Alabama. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, conducts
a commercial banking and trust business through offices located in communities
throughout Mississippi, west Tennessee and portions of Alabama. In addition,
BancorpSouth Bank operates consumer finance, credit life insurance and insurance
agency subsidiaries in Mississippi, Tennessee and Alabama. BancorpSouth Bank has
operated under the trade names "Bank of Mississippi" in Mississippi and
"Volunteer Bank" in Tennessee.
BancorpSouth, through its subsidiaries, provides a range of financial
services to individuals and small-to-medium size businesses. Various types of
checking accounts, both interest bearing and non-interest bearing, are
available. Savings accounts and certificates of deposit with a range of
maturities and interest rates are available to meet the needs of customers.
Other services include safe deposit and night depository facilities. Limited
24-hour banking with automated teller machines is provided in most of its
principal markets. BancorpSouth Bank is an issuing bank for MasterCard, and
overdraft protection is available to approved MasterCard holders maintaining
checking accounts with BancorpSouth Bank.
BancorpSouth offers a variety of services through the trust department
of BancorpSouth Bank, including personal trust and estate services, certain
employee benefit accounts and plans, including individual retirement accounts,
and limited corporate trust functions.
BancorpSouth's lending activities include both commercial and consumer
loans. Loan originations are derived from a number of sources including real
estate broker referrals, mortgage loan companies, direct solicitation by
BancorpSouth's loan officers, current customers, builders, attorneys, walk-in
customers and, in some instances, other lenders. BancorpSouth has established
disciplined and systematic procedures for approving and monitoring loans that
vary depending on the size and nature of the loan.
BancorpSouth also offers a wide range of insurance services, both
commercial and personal, through its insurance subsidiaries located in
Mississippi, Tennessee and Alabama.
BancorpSouth's principal office is located at One Mississippi Plaza,
Tupelo, Mississippi 38801 and its telephone number is (662) 680-2000.
USE OF PROCEEDS
BancorpSouth will not receive any proceeds from the sale of shares of
BancorpSouth common stock by the selling shareholders.
SELLING SHAREHOLDERS
The issuance of shares of BancorpSouth common stock upon exercise of
options granted under the 1994 Stock Incentive Plan as Amended and Restated have
been registered under the Securities Act of 1933 by registration statements on
Form S-8. This prospectus is to be used in connection with any resales of
BancorpSouth common stock acquired upon the exercise of such options after the
exercise date by persons who may be considered "affiliates" of BancorpSouth
within the meaning of the Securities Act of 1933.
At the date of this prospectus, BancorpSouth does not know the names of
persons who intend to resell shares of BancorpSouth common stock under the plan.
The selling shareholders will be either employees or executive officers of
BancorpSouth or its subsidiaries or by former executive officers of companies
acquired by BancorpSouth or its subsidiaries who have been, or may be, granted
shares of BancorpSouth common stock under the plan during the period in which
they serve. Each of these persons may be considered "affiliates" of BancorpSouth
within the meaning of the Securities Act of 1933. BancorpSouth will supplement
the prospectus with the names of the selling shareholders and the number of
shares of BancorpSouth common stock to be reoffered by them as that information
becomes known.
3
<PAGE> 5
PLAN OF DISTRIBUTION
The shares may be offered by the selling shareholders from time to time
in transactions through the New York Stock Exchange, in negotiated transactions,
through the writing of options on the shares or a combination of these methods
of sale, at prices related to prevailing market prices or at negotiated prices.
The selling shareholders may effect these transactions by selling the shares to
or through broker-dealers and these broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchaser of the shares for which such broker-dealers may act as
agent or to whom they sell as principal, or both. This compensation as to a
particular broker-dealer might be in excess of customary commissions.
There is no assurance that any of the selling shareholders will sell
any or all of the shares of BancorpSouth common stock offered under this
prospectus.
BancorpSouth has agreed to pay all expenses incurred in connection with
the registration of the shares of BancorpSouth common stock offered under this
prospectus, except that the selling shareholders shall be responsible for all
underwriting discounts and selling commissions, fees and expenses of counsel and
other advisors to the selling shareholders, transfer taxes and related charges
in connection with the offer and sale of these shares.
AVAILABLE INFORMATION
BancorpSouth has filed with the SEC under the Securities Act of 1933 a
registration statement on Form S-8, including any amendments, that registers the
distribution of the shares of BancorpSouth common stock to be issued to the
selling shareholders under BancorpSouth's 1994 Stock Incentive Plan as Amended
and Restated. The registration statement, including the attached exhibits and
schedules, contains additional relevant information about BancorpSouth, the plan
and BancorpSouth common stock. The rules and regulations of the SEC allow
BancorpSouth to omit certain information included in the registration statement
from this prospectus.
In addition, BancorpSouth files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may read
and copy this information at the following locations of the SEC:
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Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like
BancorpSouth, which file electronically with the SEC. The address of that site
is http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about BancorpSouth at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows BancorpSouth to "incorporate by reference" information
into this prospectus from documents that BancorpSouth has previously filed with
the SEC. This means that BancorpSouth can disclose important information to you
by referring you to another document filed separately with the SEC. These
documents contain important information about BancorpSouth and its financial
condition. The information incorporated by reference is considered to be a part
of this prospectus, except for any information that is superseded by other
information that is set forth directly in this document.
4
<PAGE> 6
This prospectus incorporates by reference the following documents with
respect to BancorpSouth (file number: 0-10826):
1. BancorpSouth's annual report on Form 10-K for the year ended
December 31, 1998, and an amendment to the annual report on Form
10-K/A-1, filed on June 29, 1999, to include financial statements
required by Form 11-K for BancorpSouth's Amended and Restated Salary
Deferral - Profit Sharing Employee Stock Ownership Plan in
accordance with Rule 15(d)-21 under the Securities Exchange Act of
1934;
2. BancorpSouth's current report on Form 8-K dated January 6, 1999;
3. BancorpSouth's quarterly report on Form 10-Q for the quarter ended
March 31, 1999;
4. The description of BancorpSouth common stock contained in
BancorpSouth's registration statement on Form 8-A dated May 14,
1997; and
5. The description of BancorpSouth common stock purchase rights
contained in BancorpSouth's registration statement on Form 8-A
dated May 14, 1997.
BancorpSouth incorporates by reference additional documents that it
will file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus and the
termination date of the plan. These documents include periodic reports, such as
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, as well as proxy statements.
You can obtain copies of the documents incorporated by reference in
this prospectus with respect to BancorpSouth without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference as an exhibit in this prospectus, by requesting them in writing or by
telephone from BancorpSouth at the following:
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
(662) 680-2000
Attention: Corporate Secretary.
You can also obtain copies of these documents from the SEC through the
SEC's Internet world wide web site or at the SEC's address described in the
section captioned "AVAILABLE INFORMATION" above.
5
<PAGE> 7
LEGAL MATTERS
The validity of shares of BancorpSouth common stock offered under this
prospectus will be passed upon on behalf of BancorpSouth by Riley, Ford,
Caldwell & Cork, P.A., Tupelo, Mississippi.
EXPERTS
The consolidated financial statements of BancorpSouth, Inc. and
subsidiaries as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998, incorporated in this prospectus by
reference to BancorpSouth's annual report on Form 10-K for the year ended
December 31, 1998 have been incorporated herein by reference in reliance upon
the report of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
-------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. BANCORPSOUTH HAS NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH INFORMATION THAT IS DIFFERENT FROM THE INFORMATION IN THIS DOCUMENT.
THIS PROSPECTUS IS DATED AUGUST 3, 1999. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN
THAT DATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE ISSUANCE OF OPTIONS
TO RECEIVE BANCORPSOUTH COMMON STOCK UNDER THE PLAN SHALL CREATE ANY IMPLICATION
TO THE CONTRARY.
6
<PAGE> 8
EXPLANATORY NOTE
The purpose of this registration statement on Form S-8 is to register
an additional 2,000,000 shares of BancorpSouth common stock which will be issued
upon exercise of the underlying options awarded under BancorpSouth's 1994 Stock
Incentive Plan as Amended and Restated. A total of 2,916,000 shares of
BancorpSouth common stock will be registered under the 1994 Stock Incentive Plan
as Amended and Restated upon the effectiveness of this registration statement. A
registration statement on Form S-8 (Registration No. 033-60699), dated June 29,
1995, registered the initial 916,000 shares, as adjusted for two two-for-one
stock splits effected in the form of a stock dividend on November 20, 1995 and
May 15, 1998, of BancorpSouth common stock issued or to be issued under the 1994
Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) under the Securities Act of 1933.
Such documents need not be filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
I-1
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E. to Form S-8, the Registrant hereby
incorporates by reference in this registration statement the contents of the
Registrant's earlier registration statement on Form S-8 (Registration No.
033-60699) filed on June 29, 1995.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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5.1 Opinion of Riley, Ford, Caldwell & Cork, P.A.
23.1 Consent of KPMG LLP
23.2 Consent of Riley, Ford, Caldwell & Cork, P.A. (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (included on page II-2)
99.1 1994 Stock Incentive Plan as Amended and Restated(1)
99.2 The Registrant's registration statement on Form S-8 registering
shares of BancorpSouth common Stock issued under the 1994 Stock
Incentive Plan as Amended and Restated(2)
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(1) Filed as an exhibit to the Registrant's quarterly report on Form 10-Q
for the three months ended March 31, 1998 (file number 0-10826), and
incorporated by reference in this registration statement.
(2) Filed on June 29, 1995 (Registration No. 033-60699), and incorporated
by reference in this registration statement.
II-1
<PAGE> 10
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 Tupelo, State of Mississippi, on July 28, 1999.
BANCORPSOUTH, INC.
By: /s/ Aubrey B. Patterson
-----------------------------------
Aubrey B. Patterson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aubrey B. Patterson and L. Nash Allen,
Jr., and each of them, his true and lawful attorney-in-fact, as agent and with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacity, to sign any or all amendments to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agents in 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 they might or be in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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Name Title Date
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/s/ Aubrey B. Patterson Chairman of the Board, Chief July 28, 1999
- ---------------------------- Executive Officer, Director
Aubrey B. Patterson (principal executive officer)
/s/ L. Nash Allen, Jr. Treasurer and Chief Financial July 28, 1999
- ---------------------------- Officer (principal financial and
L. Nash Allen, Jr. accounting officer)
/s/ Shed H. Davis Director July 28, 1999
- ----------------------------
Shed H. Davis
/s/ Hassell H. Franklin Director July 28, 1999
- ----------------------------
Hassell H. Franklin
/s/ Fletcher H. Goode, M.D. Director July 28, 1999
- ----------------------------
Fletcher H. Goode, M.D.
/s/ W. G. Holliman, Jr. Director July 28, 1999
- ----------------------------
W. G. Holliman, Jr.
/s/ A. Douglas Jumper Director July 28, 1999
- ----------------------------
A. Douglas Jumper
/s/ Turner O. Lashlee Director July 28, 1999
- ----------------------------
Turner O. Lashlee
/s/ Alan W. Perry Director July 28, 1999
- ----------------------------
Alan W. Perry
/s/ Travis E. Staub Director July 28, 1999
- --------------------------
Travis E. Staub
/s/ Dr. Andrew R. Townes Director July 28, 1999
- --------------------------
Dr. Andrew R. Townes
/s/ Lowery A. Woodall Director July 28, 1999
- --------------------------
Lowery A. Woodall
</TABLE>
II-2
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of Riley, Ford, Caldwell & Cork, P.A.
23.1 Consent of KPMG LLP
23.2 Consent of Riley, Ford, Caldwell & Cork, P.A.
(included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on page II-2)
99.1 1994 Stock Incentive Plan as Amended and Restated(1)
99.2 The Registrant's registration statement on Form S-8 registering
shares of BancorpSouth common Stock issued under the 1994 Stock
Incentive Plan as Amended and Restated(2)
</TABLE>
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(1) Filed as an exhibit to the Registrant's quarterly report on Form 10-Q
for the three months ended March 31, 1998 (file number 0-10826), and
incorporated by reference in this registration statement.
(2) Filed on June 29, 1995 (Registration No. 033-60699), and incorporated
by reference in this registration statement.
<PAGE> 1
EXHIBIT 5.1
[RILEY, FORD, CALDWELL & CORK LETTERHEAD]
July 28, 1999
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to BancorpSouth, Inc., a Mississippi
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, of up to 2,000,000 shares of BancorpSouth common stock,
$2.50 par value per share (the "Shares"), pursuant to the above-referenced
registration statement (the "Registration Statement"). In connection with this
opinion, 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 and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms described in the
Registration Statement (after the Registration Statement is declared effective),
will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
/s/ Riley, Ford, Caldwell & Cork, P.A.
<PAGE> 1
EXHIBIT 23.1
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 20, 1999, relating
to the consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of income
and comprehensive income, shareholders' equity, and cash flows of each of the
years in the three-year period ended December 31, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of BancorpSouth, Inc. and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Memphis, Tennessee
July 30, 1999
