-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WWrxQ6aL4PlKB6bFOZJKCg7+FiyBFTAuv6k1DatTcaM7p6/UHF8jKg2Py3zEDsVe N0fdpt1j53D0Dr8ktUKqBg== 0001005794-05-000195.txt : 20050317 0001005794-05-000195.hdr.sgml : 20050317 20050317170001 ACCESSION NUMBER: 0001005794-05-000195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 EFFECTIVENESS DATE: 20050317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HORIZON NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-123404 FILM NUMBER: 05689516 BUSINESS ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9018186232 MAIL ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 S-8 1 ftns8031705.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 17, 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 2003 Equity Compensation 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 be Proposed Maxi- Proposed Maxi- Amount of Securities Registered mum Offering mum Aggregate Registration To be Price per Offering Fee (1) Registered Share (1) Price (1) - ---------- ------------ -------------- -------------- ------------- Common 1,000,000 $42.72 $42,720,000 $5,028.15 Stock* shares ================================================================================ * 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 composite tape for Registrant's stock on March 14, 2005. Note on Filing History On October 21, 2003, First Horizon National Corporation ("FHNC" or the "Registrant") filed a registration statement on Form S-8 (File No. 333-109862), registering 3,000,000 shares of its common stock, par value $0.625 per share, for sale under Registrant's 2003 Equity Compensation Plan (as amended to date, the "Plan"). Registrant is filing this registration statement to register 1,000,000 additional shares of Registrant's common stock for sale under the Plan, which was amended February 17, 2004 (approved by the shareholders on April 20, 2004) to increase by 1,000,000 the number of shares authorized for issuance. 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. 333-109862), which was filed October 21, 2003, 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. The validity of original issue shares of $0.625 par value common stock of First Horizon National Corporation ("FHNC" or the "Registrant") to be issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr., Senior Vice President, Assistant General Counsel and Corporate Secretary of FHNC. On March 1, 2005, the number of shares, including options, beneficially owned by Mr. Billings was approximately 47,934 shares. 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. 2 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. (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 (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. 4 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 17, 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 17, 2005 J. Kenneth Glass President, Chief Executive Officer and a Director (principal executive officer) Marlin L. Mosby, III* Executive Vice President March 17, 2005 Marlin L. Mosby, III and Chief Financial Officer (principal financial officer) James F. Keen* Executive Vice President March 17, 2005 James F. Keen and Corporate Controller (principal accounting officer) Robert C. Blattberg* Director March 17, 2005 Robert C. Blattberg George E. Cates* Director March 17, 2005 George E. Cates Simon F. Cooper* Director March 17, 2005 Simon F. Cooper James A. Haslam, III* Director March 17, 2005 James A. Haslam, III R. Brad Martin* Director March 17, 2005 R. Brad Martin 5 Vicki R. Palmer* Director March 17, 2005 Vicki R. Palmer Michael D. Rose* Director March 17, 2005 Michael D. Rose Mary F. Sammons* Director March 17, 2005 Mary F. Sammons William B. Sansom* Director March 17, 2005 William B. Sansom Jonathan P. Ward* Director March 17, 2005 Jonathan P. Ward Luke Yancy III* Director March 17, 2005 Luke Yancy III *By: /s/ Clyde A. Billings, Jr. --------------------------- Clyde A. Billings, Jr. Attorney-in-Fact March 17, 2005 6 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 5.1 Opinion and consent of Clyde A. Billings, Jr. concerning the legality of the securities being registered hereunder. Exhibit 23.1 Consent of Independent Accountants. Exhibit 24.1 Power of Attorney executed by certain directors and officers of the Registrant. 7 EX-5 2 ftns8ex51031705.txt EXHIBIT 5.1 FIRST HORIZON NATIONAL CORPORATION Clyde A. Billings, Jr. Senior Vice President, Assistant General Counsel and Corporate Secretary March 17, 2005 Board of Directors First Horizon National Corporation 165 Madison Avenue Memphis, TN 38103 Ladies and Gentlemen: I have acted as counsel to First Horizon National Corporation, a Tennessee corporation (the "Company"), in connection with the registration on Form S-8, Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of that additional 1,000,000 shares (the "Securities") of common stock, par value $0.625 per share, of the Company ("Common Stock"), and associated stock purchase rights (the "Rights") to be issued pursuant to the Shareholder Protection Rights Agreement dated as of October 20, 1998 (the "Rights Agreement") between the Company and First Tennessee Bank National Association, as Rights Agent (the "Rights Agent"). The Securities are to be issued to Plan participants pursuant to the terms of the First Horizon National Corporation 2003 Equity Compensation Plan, as amended (the "Plan"). The Securities are in addition to the 3,000,000 shares of Common Stock previously registered for issuance under the Plan pursuant to Reg. No. 333-109862. I have examined the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that: 1. The Plan has been duly adopted. 2. The Securities, being 1,000,000 shares of Common Stock which may be issued from authorized but unissued shares by the Company pursuant to the Plan, when issued by the Company pursuant to the terms and conditions of the Plan as administered by the Committee authorized thereunder, will be validly issued, fully paid, and non-assessable. 3. When such Securities have been validly issued, the Rights attributable to such Securities will be validly issued. In rendering the foregoing opinion I have assumed that, prior to and at the time of the issuance of the Securities, the Rights will not have been redeemed and the Separation Time (as defined in the Rights Agreement) will not have occurred. In connection with my opinion set forth in paragraph 3 above, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to me in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/Clyde A. Billings, Jr. - ------------------------- Clyde A. Billings, Jr. First Horizon National Corporation 165 Madison Avenue, Memphis, TN 38103 EX-23 3 ftns8ex231031705.txt EXHIBIT 23.1 ------------ KPMG LLP Suite 900, Morgan Keegan Tower Fifty North Front Street Memphis, TN 38103 Consent of Independent Registered Public Accounting Firm The Board of Directors First Horizon National Corporation: We consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the registering of additional shares under the First Horizon National Corporation 2003 Equity Compensation Plan of our reports dated March 11, 2005, with respect to the consolidated statements of condition of First Horizon National Corporation as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports are incorporated by reference in the Company's 2004 Annual Report on Form 10-K, and to all references to our firm included therein. /s/ KPMG LLP Memphis, Tennessee March 15, 2005 EX-24 4 ftns8ex241031705.txt EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of First Horizon National Corporation, a Tennessee corporation (the "Company"), hereby appoints Marlin L. Mosby, III, James F. Keen, Clyde A. Billings, Jr., and Milton A. Gutelius, Jr., and each of them or their successors as officers of the Company acting singly, the true and lawful agents and attorneys of the undersigned, with full power of substitution and re-substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under such Act on Form S-8 of: (a) one million additional shares of common stock to be issued under the Company's 2003 Equity Compensation Plan; (b) five million additional shares of common stock to be issued under the Company's First Horizon National Corporation Savings Plan (formerly known as the First Tennessee National Corporation Savings Plan and Trust); (c) any previously registered shares of common stock remaining unissued under the Company's 2003 Equity Compensation Plan (Registration No. 333-109862); (d) any previously registered shares of common stock remaining unissued under the Company's First Horizon National Corporation Savings Plan (Registration No. 33-63809); and (e) any previously registered shares of common stock remaining unissued under the Company's older stock option plans (Registration Nos. 33-9846, 33-40398, 33-44142, 33-57241, 33-64471, 333-16225, 333-16227, 333-70075, 333-91137, 333-92145, 333-92147, 333-56052, 333-73440, 333-73442, and 333-108750). This authorization includes the authority to sign the name of each of the undersigned in the capacities indicated below to such proposed Registration Statements to be filed in respect of the shares described in clauses (a) and (b) above, and to any amendments to either of such proposed Registration Statements or to any of the Registration Statements listed in clauses (c), (d), or (e) after this date. IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of March 3, 2005. /s/ J. Kenneth Glass J. Kenneth Glass Chairman of the Board, President, Chief Exec. Officer, Director (Principal Executive Officer) /s/ Marlin L. Mosby, III Marlin L. Mosby, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ James F. Keen James F. Keen Executive Vice President and Corporate Controller (Principal Accounting Officer) /s/ Robert C. Blattberg Robert C. Blattberg Director /s/ George E. Cates George E. Cates Director /s/ Simon F. Cooper Simon F. Cooper Director /s/ James A. Haslam, III James A. Haslam, III Director /s/ R. Brad Martin R. Brad Martin Director /s/ Vicki R. Palmer Vicki R. Palmer Director /s/ Michael D. Rose Michael D. Rose Director /s/ Mary F. Sammons Mary F. Sammons Director /s/ William B. Sansom William B. Sansom Director /s/ Jonathan P. Ward Jonathan P. Ward Director /s/ Luke Yancy III Luke Yancy III Director -----END PRIVACY-ENHANCED MESSAGE-----