-----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, GkDthkgiRRzeRQM/v6dPIXTA2umq9FAhA387/YdzchiT5MhPNR6BdxhwgP7PK+Ag B6eLa3wONjeEPo9B3K1/Iw== 0001005794-05-000359.txt : 20050425 0001005794-05-000359.hdr.sgml : 20050425 20050425162504 ACCESSION NUMBER: 0001005794-05-000359 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050425 DATE AS OF CHANGE: 20050425 EFFECTIVENESS DATE: 20050425 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: 333-124297 FILM NUMBER: 05770331 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 firsttns8042505.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 25, 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) FTN Financial Deferred 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) - ---------- ------------ -------------- -------------- ------------- Deferred $125,000,000 100% $125,000,000 $14,712.50 Compensation Obligations ========================================================================= (1) Estimated solely for the purpose of calculating the registration fee. Note on Filing History On December 1, 2003, First Horizon National Corporation ("FHNC" or the "Registrant") filed a registration statement on Form S-8 (File No. 333-110845), registering $50,000,000 of deferred compensation obligations to be offered under the FTN Financial Deferred Compensation Plan (the "Plan"). Registrant is filing this registration statement to register an additional $125,000,000 of deferred compensation obligations 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. 333-110845), which was filed December 1, 2003, covering deferred compensation obligations to be offered 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 The validity of the deferred compensation obligations 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 April 1, 2005, the number of shares, including options, beneficially owned by Mr. Billings was approximately 47,934 shares, and the amount of deferred compensation owed to Mr. Billings by FHNC (under a separate plan) was approximately $23,000. 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; 2 (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) 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. 3 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 April 25, 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, April 25, 2005 J. Kenneth Glass President, Chief Executive Officer and a Director (principal executive officer) Marlin L. Mosby, III* Executive Vice President April 25, 2005 Marlin L. Mosby, III and Chief Financial Officer (principal financial officer) James F. Keen* Executive Vice President April 25, 2005 James F. Keen and Corporate Controller (principal accounting officer) Robert C. Blattberg* Director April 25, 2005 Robert C. Blattberg Simon F. Cooper* Director April 25, 2005 Simon F. Cooper James A. Haslam, III* Director April 25, 2005 James A. Haslam, III R. Brad Martin* Director April 25, 2005 R. Brad Martin 4 Vicki R. Palmer* Director April 25, 2005 Vicki R. Palmer Michael D. Rose* Director April 25, 2005 Michael D. Rose Mary F. Sammons* Director April 25, 2005 Mary F. Sammons William B. Sansom* Director April 25, 2005 William B. Sansom Jonathan P. Ward* Director April 25, 2005 Jonathan P. Ward Luke Yancy III* Director April 25, 2005 Luke Yancy III *By: /s/Clyde A. Billings, Jr. ------------------------- Clyde A. Billings, Jr. Attorney-in-Fact April 25, 2005 5 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 FTN Financial Deferred Compensation Plan, incorporated herein by reference to Exhibit 4.3 to the Corporation's registration statement on Form S-8, Reg. No. 333-110845, filed December 1, 2003. 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. 6 EX-5 2 firsttns8042505ex51.txt LEGAL OPINION EXHIBIT 5.1 April 25, 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 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of deferred compensation obligations of the Company (the "Obligations") to be offered and sold pursuant to the terms of the FTN Financial Deferred Compensation Plan (the "Plan"). I have examined 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 the Plan has been duly adopted by the Company and that the Obligations, when issued in accordance with the terms of and subject to the conditions of the Plan, will be duly authorized and validly issued and will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforcement may be limited by (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting creditors' rights generally or (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee, and I express no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied as to certain matters, to the extent I deem such reliance appropriate, 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. Senior Vice President, Assistant General Counsel and Corporate Secretary EX-23 3 firsttns8042505ex231.txt CONSENT OF ACCOUNTING FIRM 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 deferred compensation obligations under the FTN Financial Deferred 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 April 22, 2005 EX-24 4 firsttns8042505ex241.txt POWER OF ATTORNEY 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) $125 million additional amount of Deferred Compensation Obligations ("DC Obligations") of the Company to be issued under the FTN Financial Deferred Compensation Plan (the "FTN Plan"); (b) $60 million additional amount of DC Obligations of the Company to be issued under the First Horizon Nonqualified Deferred Compensation Plan (the "FHHL Plan"); (c) any previously registered amounts of DC Obligations remaining unsold under the First Horizon National Corporation Nonqualified Deferred Compensation Plan (Registration No. 333-108738); (d) any previously registered amounts of DC Obligations remaining unsold under the FTN Plan (Registration No. 333-110845); and (e) any previously registered amounts of DC Obligations remaining unsold under the FHHL Plan (Registration No. 333-106015). 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 securities described in clauses (a) and (b) above, and to any amendments to any 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 April 19, 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/ 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-----