- Securities Registration: Employee Benefit Plan (S-8)
August 19 2011 - 10:46AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 19, 2011
Registration No. 333-
UNITED STATES
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)
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Mississippi
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64-0659571
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(Address of Principal Executive Offices)
BancorpSouth, Inc. Long-Term Equity Incentive Plan
(Full Title of the Plan)
Aubrey B. Patterson
Chairman and Chief Executive Officer
BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(Name and Address of Agent For Service)
(662) 680-2000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
E. Marlee Mitchell, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219-1760
(615) 244-6380
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Amount to be
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offering price
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aggregate offering
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Amount of
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Title of securities to be registered
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registered
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per share
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price
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registration fee
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Common stock, par value $2.50 per share
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3,000,000 (1)(2)
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$10.92 (3)
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$32,760,000
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$3,803
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration
Statement shall also cover any additional shares of the Registrants common stock that became
issuable under the BancorpSouth, Inc. Long-Term Equity Incentive Plan, as amended (the
Plan), by reason of any stock dividend, stock split, recapitalization or other similar
transaction affected without the receipt of consideration that increases the number of the
Registrants outstanding shares of common stock.
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(2)
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The Plan authorizes the issuance of a maximum of 9,916,000 shares of common stock of the
Registrant, 916,000 of which were registered pursuant to a Registration Statement on Form S-8
(Registration No. 033-60699), 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, 2,000,000 of which were
registered pursuant to a Registration Statement on Form S-8 (Registration No. 333-84395) and
4,000,000 of which were registered pursuant to a Registration Statement on Form S-8
(Registration No. 333-88226), for each of which the registration fee was previously paid in
full.
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(3)
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Estimated pursuant to Rule 457(c) and Rule 457(h) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low prices reported on
August 17, 2011, as reported on the New York Stock Exchange.
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TABLE OF CONTENTS
EXPLANATORY NOTES
Registration of Additional Securities
. BancorpSouth, Inc. (the Company) is filing this
Registration Statement on Form S-8 to register an additional 3,000,000 shares of the Companys
common stock, $2.50 par value (Common Stock), issuable pursuant to the BancorpSouth, Inc.
Long-Term Equity Incentive Plan, as amended, previously known as the BancorpSouth, Inc. 1994 Stock
Incentive Plan, as amended and restated (the Plan).
Incorporation by Reference of Earlier Registration Statements
. The contents of the Companys
Registration Statements on Form S-8 (Registration Nos. 033-60699, 333-84395 and 333-88226)
registering shares of Common Stock issuable pursuant to the Plan and filed with the Securities and
Exchange Commission on June 29, 1995, August 3, 1999 and May 14, 2002, respectively, are hereby
incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit
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Number
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Description of Exhibit
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4.1
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Specimen Common Stock Certificate (1)
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5.1
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Opinion of Riley, Caldwell, Cork & Alvis, P.A.
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Riley, Caldwell, Cork & Alvis, P.A. (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on page II-2)
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99.1
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BancorpSouth, Inc. Long-Term Equity Incentive Plan (2)
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99.2
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Amendment to the BancorpSouth, Inc. Long-Term Equity Incentive Plan (3)
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(1)
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Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1993 (file number 0-10826) and incorporated by reference thereto.
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(2)
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Filed as an exhibit to the Companys Definitive Proxy Statement on Schedule 14A, filed on
March 25, 2011 (file number 1-12991) and incorporated by reference thereto.
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(3)
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Filed as an exhibit to the Companys Current Report on Form 8-K, filed on April 8, 2011 (file
number 1-12991) and incorporated by reference thereto.
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II-1
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 August 19, 2011.
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BANCORPSOUTH, INC.
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By:
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/s/ Aubrey B. Patterson
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Aubrey B. Patterson
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Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Aubrey B. Patterson and William L. Prater, 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 any registration statement related to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents 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 of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Aubrey B. Patterson
Aubrey B. Patterson
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Chairman of the Board, President,
Chief Executive Officer (principal
executive officer) and Director
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August 19, 2011
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/s/ William L. Prater
William L. Prater
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Treasurer and Chief Financial
Officer (principal financial officer)
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August 19, 2011
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/s/ Gary C. Bonds
Gary C. Bonds
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Senior Vice President and Principal
Accounting Officer
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August 19, 2011
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/s/ James E. Campbell III
James E. Campbell III
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Director
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August 19, 2011
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/s/ Hassell H. Franklin
Hassell H. Franklin
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Director
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August 19, 2011
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/s/ W.G. Holliman, Jr.
W.G. Holliman, Jr.
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Director
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August 19, 2011
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/s/ James V. Kelley
James V. Kelley
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President, Chief Operating Officer
and Director
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August 19, 2011
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II-2
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Name
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Title
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Date
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/s/ Larry G. Kirk
Larry G. Kirk
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Director
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August 19, 2011
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/s/ Turner O. Lashlee
Turner O. Lashlee
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Director
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August 19, 2011
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/s/ Guy W. Mitchell, III
Guy W. Mitchell, III
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Director
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August 19, 2011
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/s/ Robert C. Nolan
Robert C. Nolan
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Director
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August 19, 2011
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/s/ W. Cal Partee, Jr.
W. Cal Partee, Jr.
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Director
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August 19, 2011
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/s/ Alan W. Perry
Alan W. Perry
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Director
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August 19, 2011
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II-3
INDEX TO EXHIBITS
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Exhibit
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Number
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Description of Exhibit
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4.1
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Specimen Common Stock Certificate (1)
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5.1
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Opinion of Riley, Caldwell, Cork & Alvis, P.A.
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Riley, Caldwell, Cork & Alvis, P.A. (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on page II-2)
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99.1
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BancorpSouth, Inc. Long-Term Equity Incentive Plan (2)
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99.2
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Amendment to the BancorpSouth, Inc. Long-Term Equity Incentive Plan (3)
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(1)
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Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1993 (file number 0-10826) and incorporated by reference thereto.
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(2)
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Filed as an exhibit to the Companys Definitive Proxy Statement on Schedule 14A, filed on
March 25, 2011 (file number 1-12991) and incorporated by reference thereto.
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(3)
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Filed as an exhibit to the Companys Current Report on Form 8-K, filed on April 8, 2011 (file
number 1-12991) and incorporated by reference thereto.
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II-4
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