As filed with the Securities and Exchange Commission on May 10, 2005
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Trustmark Corporation
(Exact name of registrant as specified in its charter)
Mississippi 64-0471500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
248 East Capitol Street
Jackson, MS 39201
(Address of Principal Executive (Zip Code)
Offices)
TRUSTMARK CORPORATION
2005 STOCK AND INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Louis E. Greer
Chief Accounting Officer
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
Telephone: (601) 208-2310
Facsimile: (601) 208-6871
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Susan S. Ancarrow, Esq.
Troutman Sanders LLP
1111 East Main Street
Richmond, Virginia 23219
Telephone: (804) 697-1861
Facsimile: (804) 698-6015
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered registered(1) offering price maximum aggregate registration fee
per share(2) offering price(2)
------------------------------ ---------------- ---------------- ----------------- ----------------
Common Stock ($0.00 par value) 6,090,301 shares $27.82 $169,432,174 $19,942.17
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers an indeterminate
number of additional shares that may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions as provided in the plan described herein (the "Plan").
(2) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee and is
based on the average of the high and low sales prices of the Registrant's
common stock on May 6, 2005, as reported on the Nasdaq National Market
System.
Part I -- Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
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* The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
the Note to Part I of Form S-8 and Rule 428.
Part II -- Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Trustmark Corporation (the "Registrant") hereby incorporates by reference into
this registration statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, as filed with the Securities and Exchange Commission
(the "Commission") on March 16, 2005;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005, as filed with the Commission on May 10, 2005;
(c) The Registrant's Current Reports on Form 8-K, as filed with the Commission
on January 18, 2005, February 22, 2005, March 3, 2005, March 14, 2005,
April 19, 2005, May 9, 2005 and May 10, 2005; and
(d) The description of the Registrant's common stock contained in the
Registrant's registration statement on Form S-3/A, as filed on April 30,
2003, and any amendment or report filed subsequent thereto for the purpose
of updating such description.
All documents filed by the Registrant subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior to
the filing of a post-effective amendment hereto which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall also be deemed to be incorporated by
reference into this registration statement and to be a part hereof from their
respective dates of filing. Any statement contained in this registration
statement shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which 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. 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 in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Mississippi Business Corporation Act provides for indemnification of
directors and officers in certain events. Directors and officers are entitled to
indemnification if they are wholly successful, on the merits or otherwise, in
the defense of any proceeding to which such person is a party because he or she
was a director or officer of the corporation against reasonable expenses
incurred by him in connection with the proceeding. A corporation may indemnify
an individual who is a party to a proceeding because he or she is or was a
director or officer against a liability incurred in the proceeding if the person
conducted himself in good faith and he or she reasonably believed, in the case
of conduct in his official capacity, that his conduct was in the best interests
of the corporation, and, in all other cases, that his conduct was not opposed to
the best interests of the corporation, and, in the case of any criminal
proceeding, that he or she had no reasonable cause to believe his conduct was
unlawful or, he or she engaged in conduct for which broader indemnification has
been made permissible or obligatory under a provision of the corporation's
articles of incorporation. Unless ordered by a court, a corporation may not
indemnify a director or officer in connection with a proceeding by or in the
right of the corporation, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the director has met the relevant
standard of conduct specified above, or, in connection with any proceeding with
respect to conduct for which he or she was adjudged liable on the basis that he
or she received a financial benefit to which he or she was not entitled, whether
or not involving action in his or her official capacity.
Under the Mississippi Business Corporation Act, a corporation may, additionally,
before final disposition of a proceeding, advance funds to pay for or reimburse
the reasonable expenses incurred by the director or officer who is a party to a
proceeding under certain circumstances.
As permitted by the Mississippi Business Corporation Act, Article VI, Section 2,
of the Registrant's bylaws permit it to indemnify or reimburse the expenses of
any person against all reasonable expenses incurred in connection with any
litigation or proceeding in which such person may have been involved because he
or she is or was a director (including honorary or advisory directors) officer
or employee of the corporation or of any other firm, corporation or organization
which he or she served in any such capacity at the request of the corporation;
provided, such person shall have no right to indemnification or reimbursement in
relation to any matters in which he or she is finally adjudged to have been
guilty of or liable for negligence or willful misconduct in the performance of
his or her duties; and, provided further, that no person shall be so indemnified
or reimbursed in relation to any administrative proceeding or action instituted
by any appropriate bank regulatory agency which proceeding or action results in
a final order assessing civil monetary penalties or requiring affirmative action
by an individual or individuals in the form of payments to the corporation.
The Registrant has also purchased a directors' and officers' liability insurance
policy. Within the coverage limit, the policy provides coverage (a) to the
Registrant's directors and officers where the Registrant either is not permitted
by law or is unable, due to insolvency, to indemnify its directors and officers;
and (b) to the Registrant where the Registrant does indemnify the directors and
officers as permitted, and/or required by law.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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An Exhibit Index appears at page 7 hereof.
Item 9. Undertakings.
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(a) Rule 415 Offerings. 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;
(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.
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) 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;
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) Filings incorporating subsequent Exchange Act documents by reference. The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act 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) Filing of registration statement on Form S-8. Insofar as indemnification
for liabilities arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
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 Jackson, State of Mississippi, on May 10, 2005.
Trustmark Corporation
(Registrant)
By: /s/ Richard G. Hickson
----------------------
Richard G. Hickson
Chairman, President and Chief Executive Officer
(principal executive officer)
POWERS OF ATTORNEY
AND
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Richard G. Hickson, Zach L. Wasson and Louis E.
Greer, and each of them, with full power of substitution, as his or her
attorneys-in-fact and agents for him or her and in his or her name and on his or
her behalf as a director of Trustmark Corporation to prepare, execute and file
any and all amendments, including post-effective amendments, or supplements to
this registration statement on Form S-8, and other documents (including any
necessary amendments thereof) which such attorneys-in-fact may deem appropriate
or necessary and to cause the same to be filed with the Commission.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
below on this 10th day of May, 2005.
Signature Title
--------- -----
/s/ Richard G. Hickson Chairman, President, Chief
---------------------- Executive Officer and Director
Richard G. Hickson (principal executive officer)
/s/ Zach L. Wasson Treasurer
------------------ (principal financial officer)
Zach L. Wasson
/s/ Louis E. Greer Chief Accounting Officer
------------------ (principal accounting officer)
Louis E. Greer
/s/ J. Kelly Allgood Director
--------------------
J. Kelly Allgood
/s/ Reuben V. Anderson Director
----------------------
Reuben V. Anderson
/s/ William C. Deviney, Jr. Director
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William C. Deviney, Jr.
/s/ C. Gerald Garnett Director
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C. Gerald Garnett
/s/ Matthew L. Holleman, III Director
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Matthew L. Holleman, III
/s/ John M. McCullouch Director
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John M. McCullouch
/s/ Richard H. Puckett Director
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Richard H. Puckett
/s/ Carolyn C. Shanks Director
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Carolyn C. Shanks
/s/ R. Michael Summerford Director
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R. Michael Summerford
/s/ Kenneth W. Williams Director
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Kenneth W. Williams
/s/ William G. Yates, Jr. Director
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William G. Yates, Jr.
EXHIBIT INDEX
Exhibit
Number
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4.1 2005 Stock and Incentive Compensation Plan (incorporated by reference to
Exhibit 10-a to the Registrant's Quarterly Report on Form 10-Q filed on May
10, 2005).
4.2 Articles of Incorporation of Trustmark Corporation (incorporated by
reference to Exhibit 3-a to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002).
4.3 Bylaws of Trustmark Corporation, as amended (incorporated by reference to
Exhibit 3-b to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002).
5 Opinion of Troutman Sanders LLP, filed herewith.
23.1 Consent of Troutman Sanders LLP (contained in Exhibit 5 hereto).
23.2 Consent of KPMG LLP, filed herewith.
24 Powers of Attorney (included on the signature page of this registration
statement).