Securities Registration: Employee Benefit Plan (s-8)
August 03 2016 - 6:08AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 3, 2016
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FIRST HORIZON NATIONAL CORPORATION
(Exact name of registrant as specified in
its charter)
TENNESSEE
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62-0803242
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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165 Madison Avenue, Memphis, Tennessee
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38103
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(Address of principal executive offices)
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(zip code)
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First Horizon National Corporation
Deferred Compensation Plan
[formerly known as the First Tennessee National
Corporation Nonqualified Deferred Compensation Plan]
(Full title of plan)
Clyde A. Billings, Jr.
Senior Vice President, Assistant General
Counsel, and Corporate Secretary
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679
(Name, address, and telephone number, including area
code, of agent for service)
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With a copy to:
John A. Niemoeller
Senior Vice President, Counsel, and Assistant
Corporate Secretary
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-4170
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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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
registered
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering
price
(1)
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Amount of
registration fee
(1)
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Deferred compensation obligations
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$20,000,000
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100%
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$20,000,000
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$2,014.00
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(1)
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Calculated pursuant to Rule 457(h)(1).
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Filing History Related to the Plan
First Horizon National Corporation (“FHNC,” the
“Corporation,” or the “Registrant”) previously filed a registration statement on Form S-8 (File No. 333-108738),
registering $30,000,000 of deferred compensation obligations that may be issued under the First Horizon National Corporation Deferred
Compensation Plan (as amended and restated to date, the “Plan”). FHNC formerly was known as First Tennessee National
Corporation, and the Plan formerly was known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan.
FHNC is filing this registration statement to register $20,000,000
additional amount of deferred compensation obligations that may be issued under the Plan.
PART I
The Section 10(a) prospectus relating to the Plan is omitted
from this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As permitted by Instruction E to Form S-8, the contents of Registrant’s
registration statement on Form S-8 (File No. 333-108738), which was filed September 12, 2003, covering $30,000,000 of deferred
compensation obligations under the Plan, as updated below, are incorporated herein by reference. In addition to the foregoing,
the following information also is included in this registration statement:
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the “Commission”) by FHNC
(File No. 001-15185)
are incorporated herein by reference
other than, in each case,
documents (or information within such documents) deemed to have been furnished but not filed in accordance with Commission rules:
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(a)
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FHNC’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Quarterly Report on Form 10-Q for the period ended March 31, 2016; and
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(b)
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FHNC’s Current Reports on Form 8-K dated the following dates in 2016:
January 18,
January 19 (two reports),
January 26, April 15 (two reports),
April 26, July 15 (two reports), and July 25.
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All documents filed by FHNC pursuant to Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and 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 in this registration statement and to be a part
hereof from the date of filing of such documents. 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 registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement 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
Incorporated by reference to Part II, Item 4 in Reg. No.
333-108738, except that all references in that Item to “the Plan” refer to the Plan as currently amended and
restated, which has been incorporated into this registration statement as an exhibit.
Item 5. Interests of Named Experts and Counsel
The validity of the deferred compensation obligations which
may be issued pursuant to the Plan has been passed upon by John A. Niemoeller, Senior Vice President, Counsel, and Assistant Corporate
Secretary of FHNC. As of August 1, 2016, Mr. Niemoeller did not participate in, and had no deferral account or other interest under,
the Plan or any other non-qualified deferred compensation plan of FHNC. As of August 1, 2016, Mr. Niemoeller beneficially owned
approximately 17,951 shares. That number includes shares owned outright and within vested retirement plan accounts, and shares
that may be issued or become vested in the future under all unvested stock-based or stock-payable employee awards. All such unvested
awards have been counted for this purpose as if they had fully vested as of August 1, 2016 without reduction for applicable withholding
taxes.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501
through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms
sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. FHNC has adopted the provisions of the Tennessee statute pursuant
to Article Six of its Bylaws. In addition, FHNC has a directors’ and officers’ liability insurance policy which provides
coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion
in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability
of directors to the corporation or its shareholders for breach of the duty of care. FHNC has adopted the provisions of the statute
as Article 14 of its charter.
The shareholders of FHNC have approved a provision in Article
Six of FHNC’s Bylaws pursuant to which FHNC is required to indemnify each director and any officers designated by the Board
of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of
Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements
have been approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this
registration statement.
Item 9. Undertakings
(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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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;
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Provided, however, that:
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(A)
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Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b
of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in
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 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and
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(B)
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Paragraphs (a)(1)(i), (ii) and (iii) of this section do not apply if the registration statement is on Form S–1 (§239.11
of this chapter), Form S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter), or Form F-3 (§239.33
of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in
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, or, as to a registration statement on Form S–3,
Form SF–3 or Form F–3, is contained in a form of prospectus filed pursuant to §230.424(b) of this chapter that
is part of the registration statement.
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(C)
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Provided further, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for
an offering of asset-backed securities on Form SF-1 (§239.44 of this chapter) or Form SF-3 (§239.45 of this chapter),
and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB
(§239.1100(c)).
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(2)
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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.
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(3)
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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.
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(4)
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If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include
any financial statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout
a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,
provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements
on Form F-3 (§ 239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or § 210.3-19 of this chapter if such financial statements and information are 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 Form F-3.
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(5)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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If the registrant is relying on Rule 430B (§230.430B of this chapter):
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7)
of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Provided, however,
that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
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(ii)
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If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(iii)
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If the registrant is relying on § 230.430D of this chapter:
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(A)
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Each prospectus filed by the registrant pursuant to § 230.424(b)(3) and (h) of this chapter shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and
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(B)
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Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) of this chapter as part of a registration
statement in reliance on § 230.430D of this chapter relating to an offering made pursuant to § 230.415(a)(1)(vii) or
(a)(1)(xii) of this chapter for the purpose of providing the information required by section 10(a) of the Securities Act of 1933
(15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in § 230.430D of this chapter, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
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(6)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(7)
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If the registrant is relying on § 230.430D of this chapter, with respect to any offering of securities registered on Form
SF-3 (§ 239.45 of this chapter), to file the information previously omitted from the prospectus filed as part of an effective
registration statement in accordance with § 230.424(h) and § 230.430D of this chapter.
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(b)
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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 Section 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.
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(c)-(g) [not applicable]
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(h)
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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, 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.
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(i)-(k) [not applicable]
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 Memphis and State of Tennessee, on August 2, 2016.
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FIRST HORIZON NATIONAL CORPORATION
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By:
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/s/
William C. Losch III
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William C. Losch III
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Executive Vice President and
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Chief Financial Officer
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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 date indicated.
Signature*
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Title
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Date
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Signature*
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Title
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Date
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D. Bryan Jordan
D. Bryan Jordan
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President, Chief Executive
Officer, Chairman of the
Board, and a Director
(principal executive
officer)
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August 2, 2016
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William C. Losch III
William C. Losch III
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Executive Vice
President and Chief
Financial Officer
(principal financial
officer)
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August 2, 2016
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Jeff L. Fleming
Jeff L. Fleming
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Executive Vice President
and Chief Accounting
Officer (principal
accounting officer)
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August 2, 2016
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John C. Compton
John C. Compton
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Director
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August 2, 2016
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Mark A. Emkes
Mark A. Emkes
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Director
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August 2, 2016
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Corydon J. Gilchrist
Corydon J. Gilchrist
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Director
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August 2, 2016
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R. Brad Martin
R. Brad Martin
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Director
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August 2, 2016
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Scott M. Niswonger
Scott M. Niswonger
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Director
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August 2, 2016
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Vicki R. Palmer
Vicki R. Palmer
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Director
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August 2, 2016
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Colin V. Reed
Colin V. Reed
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Director
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August 2, 2016
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Cecelia D. Stewart
Cecelia D. Stewart
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Director
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August 2, 2016
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Rajesh Subramaniam
Rajesh Subramaniam
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Director
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August 2, 2016
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Luke Yancy III
Luke Yancy III
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Director
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August
2, 2016
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*By:
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/s/ Clyde A. Billings, Jr.
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August 2, 2016
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Clyde A. Billings, Jr.
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As Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
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Description
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4.1
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Restated Charter of First Horizon National Corporation, incorporated herein by reference to Exhibit 3.1 to the Corporation’s
Current Report on Form 8-K filed May 3, 2013.
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4.2
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Bylaws of First Horizon National Corporation, as amended and restated
April 25, 2016, incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K dated
April 25, 2016.
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4.3
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Form of First Horizon National Corporation Deferred Compensation
Plan As Amended and Restated [formerly known as the First Tennessee National Corporation Nonqualified Deferred Compensation
Plan], incorporated herein by reference to Exhibit 10.1(c) to First Horizon’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007.
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5.1
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Opinion and consent of John A. Niemoeller concerning the legality
of the securities being registered hereunder.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney executed by certain directors and officers of First Horizon National Corporation.
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