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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HANCOCK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0169065
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
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)
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HANCOCK BANK 401(K) PLAN AND TRUST
(Full Title of Plan)
<TABLE>
<S> <C>
GEORGE A. SCHLOEGEL Copy to:
Vice Chairman JAMES R. McILWAIN
of the Board General Counsel
Hancock Holding Company Hancock Holding Company
One Hancock Plaza One Hancock Plaza
Gulfport, Mississippi 39501 Gulfport, Mississippi 39501
(601) 868-4000 (601) 868-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
In accordance with the terms of the Hancock Bank 401(k) Plan and
Trust.
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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. [x]
CALCULATION OF REGISTRATION FEE
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============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE
CLASS OF SECURITIES TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2) UNIT(3) PRICE(3) REGISTRATION FEE
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock . . . . . . . . . . . . . 200,000 $36.25 $7,250,000 $2,500
============================================================================================================================
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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.
(3) 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 May 28, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Hancock Holding Company (the
"Company") with the Securities and Exchange Commission ("Commission") pursuant
to the Securities Exchange Act of 1934 ("Exchange Act") are incorporated in
this Registration Statement by reference:
(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 March 31, 1996, filed pursuant to Section 13 of the Exchange Act; and
(3) the description of the Company's common stock, $3.33 par
value, 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 subsequently filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act prior to the filing by the Company of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers 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 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 any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statements
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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'
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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.
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.
4 .1 Amended and Restated Articles of Incorporation dated November
8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
for the year ended December 31, 1990, and incorporated herein
by reference).
4 .2 Amended and Restated Bylaws dated November 8, 1990 (filed as
Exhibit 3.2 to the Registrant's Form 10-K for the year ended
December 31, 1990, and incorporated herein by reference).
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4 .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).
4 .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).
4 .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).
4 .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 .7 Specimen stock certificate (reflecting change in par value
from $10.00 to $3.33, effective March 6, 1989) (filed as
Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
ended March 31, 1989, and incorporated herein by reference).
5 .1 Opinion of counsel as to the legality of the securities being
registered.
15.1 Not applicable.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of counsel (included in Exhibit 5).
24.1 Power of Attorney (included on the Signature Page attached
hereto).
The Company will submit the Plan to the Internal Revenue Service for a
determination that the Plan is qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of shares 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;
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(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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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.
(5) 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 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant will 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.
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SIGNATURES
The Registrant. 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
this the 31st day of May 1996.
HANCOCK HOLDING COMPANY
By: /s/ Leo W. Seal, Jr.
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Leo W. Seal, Jr.
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Leo W. Seal, Jr. his true
and lawful attorney-in-fact and agent, with full power of substitution, 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 agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he 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, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
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/s/ Leo W. Seal, Jr. President and Director May 31, 1996
- -------------------------------- (Principal Executive
Leo W. Seal, Jr. Officer)
/s/ Joseph F. Boardman, Jr. Director, May 31, 1996
- -------------------------------- Chairman of the Board
Joseph F. Boardman, Jr.
/s/ Thomas W. Milner, Jr. Director May 31, 1996
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Thomas W. Milner, Jr.
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/s/ George A. Schloegel Director, May 31, 1996
- -------------------------------- Vice-Chairman of the Board
George A. Schloegel
/s/ Dr. Homer C. Moody, Jr. Director May 31, 1996
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Dr. Homer C. Moody, Jr.
/s/ James B. Estabrook, Jr. Director May 31, 1996
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James B. Estabrook, Jr.
/s/ Charles H. Johnson Director May 31, 1996
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Thomas W. Milner, Jr.
/s/ L. A. Koenenn, Jr. Director May 31, 1996
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L. A. Koenenn, Jr.
/s/ Victor Mavar Director May 31, 1996
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Victor Mavar
/s/ C. Stanley Bailey Principal Financial May 31, 1996
- -------------------------------- & Accounting Officer
C. Stanley Bailey
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator 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 this the 31st day of May 1996.
HANCOCK BANK, AS PLAN ADMINISTRATOR
FOR HANCOCK BANK 401(k) PLAN & TRUST
By: /s/ Martha B. Peterman
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Martha B. Peterman
Vice President and Personnel Director
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EXHIBIT INDEX
NUMBER ITEM DESCRIPTION
4 .1 Amended and Restated Articles of Incorporation dated November
8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
for the year ended December 31, 1990, and incorporated herein
by reference).
4 .2 Amended and Restated Bylaws dated November 8, 1990 (filed as
Exhibit 3.2 to the Registrant's Form 10-K for the year ended
December 31, 1990, and incorporated herein by reference).
4 .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).
4 .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).
4 .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).
4 .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 .7 Specimen stock certificate (reflecting change in par value
from $10.00 to $3.33, effective March 6, 1989) (filed as
Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
ended March 31, 1989, and incorporated herein by reference).
5 .1 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).
24.1 Power of Attorney (included on the Signature Page attached
hereto).
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Phelps Dunbar, L.L.P.
Suite 500, Mtel Centre North
200 S. Lamar Street
P. O. Box 23066
Jackson, Mississippi 39225-3066
May 31, 1996
Hancock Holding Company
One Hancock Plaza
P. O. Box 4019
Gulfport, MS 39502
Re: Hancock Holding Company
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Hancock Holding Company (the "Company") in
connection with the preparation of a registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") with respect to the issuance by the Company of up
to 200,000 shares (the "Company Shares") of the Company's common stock, $3.33
par value, in connection with the formation of the Hancock Bank 401(k) Plan and
Trust (the "Plan"). In so acting, we have examined and relied upon the
original, or a photostatic or certified copy, of such records of the Company,
certificates of officers of the Company and of public officials, and such other
documents as we have deemed relevant and necessary as the basis for the opinion
set forth below.
In such examination, we have assumed the genuineness of all signatures
appearing on all documents, the legal capacity of all persons signing such
documents, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, the accuracy and completeness of all corporate
records made available to us by the Company, and the truth in accuracy of all
facts set forth in all certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that the
Company Shares have been duly authorized, and, when issued and sold, will be
validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the laws of the State of
Mississippi and the federal laws of the United States of America. We express
no opinion as to matters governed by the
Exhibit 5.1 to Hancock Holding Company
Registration Statement on Form S-8
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laws of any other state. Furthermore, no opinion is expressed herein as to the
effect of any future acts of the parties or changes in existing law. We
undertake no responsibility to advise you of any changes after the date hereof
in the law or the facts presently in effect that would alter the scope or
substances of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters based
on our professional judgment at this time; it is not, however, to be construed
as a guaranty, nor is it a warranty that a court considering such matters would
not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1993 or the General Rules or Regulations of the Commission
thereunder.
Very truly yours,
PHELPS DUNBAR, L.L.P.
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Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
Hancock Holding Company on Form S-8 of our report dated January 12, 1996, and
incorporated by reference in the Annual Report on Form 10-K of Hancock Holding
Company for the year ended December 31, 1995.
Deloitte & Touche LLP
New Orleans, Louisiana
May 30, 1996
Exhibit 23.1 to Hancock Holding Company
Registration Statement on Form S-8
