As filed with the Securities and Exchange Commission on March 16, 2005
Registration No. 333 -________
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 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
165 Madison Avenue
Memphis, Tennessee 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
First Horizon National Corporation Savings Plan
(Full title of plan)
Harry A. Johnson, III With a copy to:
Executive Vice President and
General Counsel Clyde A. Billings, Jr.
First Horizon National Corporation Senior Vice President, Assistant
165 Madison Avenue General Counsel and
Memphis, Tennessee 38103 Corporate Secretary
(901) 523-5624 First Horizon National Corporation
(Name, address, including zip code, 165 Madison Avenue
and telephone number, including area Memphis, TN 38103
code, of agent for service) (901) 523-5679
CALCULATION OF REGISTRATION FEE
=========================================================================
Title of Amount to Proposed Maxi- Proposed Maxi- Amount of
Securities Be Regis- mum Offering mum Aggregate Registration
To be tered Price per Offering Fee (1)
Registered Share (1) Price (1)
---------- ----------- -------------- -------------- ------------
Common Stk* 5,000,000 $42.72 $213,600,000 $25,140.72
& Plan shares
Interests(2)
=========================================================================
* Including related Rights
(1) Estimated and calculated pursuant to Rule 457(h)(1), based on the
average of the high and low prices reported on the New York Stock
Exchange for Registrant's stock on March 14, 2005.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests offered or sold pursuant to the employee benefit
plan described herein.
Note on Filing History
On October 30, 1995, First Horizon National Corporation ("FHNC" or the
"Registrant") filed a registration statement on Form S-8 (File No. 33-63809),
registering 4,000,000 shares (after adjusting for two intervening stock splits)
of its common stock, par value $0.625 per share ("Common Stock"), for sale under
Registrant's First Horizon National Corporation Savings Plan, formerly called
First Tennessee National Corporation Savings Plan and Trust (as amended to date,
the "Plan"). Reg. No. 33-63809 is the most recent, and the only still-active,
registration statement applicable to the Plan. Registrant is filing this
registration statement to register 5,000,000 additional shares of Registrant's
Common Stock for sale under the Plan.
Note on Share Issuance
The Registrant does not intend to sell original issue shares under the Plan
in connection with the additional shares registered under this Registration
Statement. The Plan and the Registrant contemplate that the Plan trustee will
purchase shares of Common Stock for the accounts of the participants on the open
market or otherwise from sources other than the Registrant.
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. 33-63809), which was filed October
30, 1995, covering shares for sale under the Plan, as updated below, are
incorporated herein by reference. In addition to the foregoing, the following
information is also included in this registration statement:
Item 5. Interests of Named Experts and Counsel
KPMG LLP, the Registrant's independent accountants, have no interest in the
Registrant.
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.
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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 13 of its charter.
The shareholders of FHNC have approved an amendment to Article Six of the
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 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this Part II.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any fact 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, represents 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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.
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(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.
(b) 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.
(c) 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.
(d) Pursuant to the instruction to Item 8 of Form S-8 concerning Exhibit 5,
in lieu of providing an opinion of counsel or Internal Revenue Service
(IRS) determination letter concerning the compliance of the Plan with
ERISA, the undersigned Registrant undertakes (i) to submit material
amendments of the Plan to the IRS in a timely manner, and (ii) to make
all changes required by the IRS in order to qualify the Plan under
Section 401(a) of the Internal Revenue Code, as amended.
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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 Memphis and State of Tennessee, on March 16, 2005.
FIRST HORIZON NATIONAL CORPORATION
By: /s/Marlin L. Mosby, III
--------------------
Marlin L. Mosby, III
Executive Vice President and
Chief Financial Officer
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 Title Date
---------------------- --------------------- --------------
J. Kenneth Glass* Chairman of the Board, March 16, 2005
J. Kenneth Glass President, Chief Executive
Officer and a Director
(principal executive officer)
Marlin L. Mosby, III* Executive Vice President March 16, 2005
Marlin L. Mosby, III and Chief Financial Officer
(principal financial officer)
James F. Keen* Executive Vice President March 16, 2005
James F. Keen and Corporate Controller
(principal accounting officer)
Robert C. Blattberg* Director March 16, 2005
Robert C. Blattberg
George E. Cates* Director March 16, 2005
George E. Cates
Simon F. Cooper* Director March 16, 2005
Simon F. Cooper
James A. Haslam, III* Director March 16, 2005
James A. Haslam, III
R. Brad Martin* Director March 16, 2005
R. Brad Martin
Vicki R. Palmer* Director March 16, 2005
Vicki R. Palmer
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Michael D. Rose* Director March 16, 2005
Michael D. Rose
Mary F. Sammons* Director March 16, 2005
Mary F. Sammons
William B. Sansom* Director March 16, 2005
William B. Sansom
Jonathan P. Ward* Director March 16, 2005
Jonathan P. Ward
Luke Yancy III* Director March 16, 2005
Luke Yancy III
*By: /s/Clyde A. Billings, Jr.
----------------------
Clyde A. Billings, Jr.
Attorney-in-Fact
March 16, 2005
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have 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 March 16, 2005.
FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN
By: /s/ Robert E. Ellis
-------------------------------------
Robert E. Ellis, Plan Committee
Member and duly authorized
signatory
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EXHIBIT INDEX
-------------
Exhibit 4.1
Amended and Restated Charter of the Corporation, incorporated herein by
reference to Exhibit 3(i) to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended 3-31-04.
Exhibit 4.2
Bylaws of the Corporation, as amended and restated as of 1-18-05, incorporated
herein by reference to Exhibit 3.2 to the Corporation's Annual Report on Form
10-K for the year ended December 31, 2004.
Exhibit 4.3
Shareholder Protection Rights Agreement, dated as of October 20, 1998, between
the Corporation and First Tennessee Bank National Association, as Rights Agent,
including as Exhibit A the forms of Rights Certificate and Election to Exercise
and as Exhibit B the form of Articles of Amendment designating Participating
Preferred Stock, incorporated herein by reference to Exhibits 1, 2, and 3 to the
Corporation's Registration Statement on Form 8-A filed 10-23-98.
Exhibit 5
None.
In accordance with the exceptions specified in Item 8 of Form S-8:
(a) No opinion of counsel regarding the legality of the securities being
registered hereunder is provided because the Plan and the Registrant
contemplate that such securities will not include original issuance
securities.
(b) No opinion of counsel concerning compliance of the Plan with ERISA is
provided. The Registrant has submitted the Plan to the Internal Revenue
Service (IRS) and received a favorable determination letter, and the
Registrant has made the undertakings required by Item 8 of Form S-8,
as set forth in Item 9(d) above.
Exhibit 23.1
Consent of Independent Accountants.
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the Registrant.
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