As filed with the Securities and Exchange Commission on July 2, 2020
Registration No. 333-130273
Registration No. 333-151754
Registration No. 333-198041
Registration No. 333-211713
Registration No. 333-231292
Registration No. 333-183220
Registration No. 333-28859
Registration No. 333-79811
Registration No. 333-81315
Registration No. 333-41970
Registration No. 333-64402
Registration No. 333-135359
Registration No. 333-148635
Registration No. 333-165877
Registration No. 333-174717
Registration No. 333-174719
Registration No. 333-184943
Registration No. 333-198040
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-130273
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-151754
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198041
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211713
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231292
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183220
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-28859
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-81315
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-41970
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-135359
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148635
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-165877
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174717
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174719
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-184943
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198040
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79811
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-64402
UNDER
THE SECURITIES ACT OF 1933
IBERIABANK Corporation
(First Horizon National Corporation, as successor by merger to IBERIABANK Corporation)
(Exact name of registrant as specified in its charter)
Louisiana | 72-1280718 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
200 West Congress Street
Lafayette, Louisiana 70501
(337) 512-4003
(Address, including Zip Code, of Principal Executive Offices)
IBERIABANK Corporation 2005 Stock Incentive Plan
IBERIABANK Corporation 2008 Stock Incentive Plan
IBERIABANK Corporation Amended & Restated 2010 Stock Incentive Plan
IBERIABANK Corporation 2016 Stock Incentive Plan
IBERIABANK Corporation 2019 Stock Incentive Plan
Florida Gulf Bancorp, Inc. Officers and Employees Stock Option Plan
IBERIABANK Corporation Retirement Savings Plan (formerly the ISB Financial Corporation Profit Sharing Plan and Trust)
IBERIABANK Corporation 2001 Incentive Compensation Plan
IBERIABANK Corporation Deferred Compensation Plan
OMNI BANCSHARES, Inc. Amended and Restated Performance and Equity Incentive Plan
IBERIABANK Corporation 2010 Stock Incentive Plan
IBERIABANK Corporation Supplemental Stock Option Plan
ISB Financial Corporation 1999 Stock Option Plan
ISB Financial Corporation 1996 Stock Option Plan
(Full title of the plan)
Robert B. Worley
Executive Vice President, General Counsel and Secretary
IBERIABANK Corporation
601 Poydras Street
Suite 2075
New Orleans, Louisiana 70130
(504) 310-7320
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Lee A. Meyerson, Esq.
Matthew B. Rogers, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards ☐
EXPLANATORY STATEMENT DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments) relate to the following Registration Statements on Form S-8 (collectively, the Registration Statements), filed by IBERIABANK Corporation (formerly known as ISB Financial Corporation), a Louisiana corporation (the Company), and are being filed to withdraw and remove from registration the securities of the Company that had been registered but not issued under such Registration Statements:
| Registration Statement on Form S-8 (No. 333-130273), filed with the U.S. Securities and Exchange Commission (the SEC) on December 12, 2005, pertaining to the registration of 562,500 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2005 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-151754), filed with the SEC on June 18, 2008, pertaining to the registration of 300,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2008 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-198041), filed with the SEC on August 11, 2014, pertaining to the registration of 750,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Amended & Restated 2010 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-211713), filed with the SEC on May 31, 2016, pertaining to the registration of 2,072,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2019 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-231292), filed with the SEC on May 8, 2019, pertaining to the registration of 3,472,414 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2008 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-183220), filed with the SEC on August 10, 2012, pertaining to the registration of 32,863 shares of common stock, $1.00 par value per share, reserved for issuance under the Florida Gulf Bancorp, Inc. Officers and Employees Stock Option Plan; |
| Registration Statement on Form S-8 (No. 333-198040), filed with the SEC on August 11, 2014, pertaining to the registration of 150,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Retirement Savings Plan (formerly the ISB Financial Corporation Profit Sharing Plan and Trust); |
| Registration Statement on Form S-8 (No. 333-184943), filed with the SEC on November 14, 2012, pertaining to the registration of deferred compensation obligations of the Company pursuant to the IBERIABANK Corporation Deferred Compensation Plan; |
| Registration Statement on Form S-8 (No. 333-174719), filed with the SEC on June 3, 2011, pertaining to the registration of 41,979 shares of common stock, $1.00 par value per share, reserved for issuance under the OMNI BANCSHARES, Inc. Amended and Restated Performance and Equity Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-174717), filed with the SEC on June 3, 2011, pertaining to the registration of 900,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Amended & Restated 2010 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-165877), filed with the SEC on April 2, 2010, pertaining to the registration of 500,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2010 Stock Incentive Plan; |
| Registration Statement on Form S-8 (No. 333-148635), filed with the SEC on January 14, 2008, pertaining to the registration of deferred compensation obligations of the Company pursuant to the IBERIABANK Corporation Deferred Compensation Plan; |
| Registration Statement on Form S-8 (No. 333-135359), filed with the SEC on June 27, 2006, pertaining to the registration of 450,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Retirement Savings Plan (formerly the ISB Financial Corporation Profit Sharing Plan and Trust); |
| Registration Statement on Form S-8 (No. 333-64402), filed with the SEC on July 2, 2001, pertaining to the registration of 500,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2001 Incentive Compensation Plan, as amended by Amendment No. 1, filed with the SEC on February 27, 2004, pertaining to the registration of additional 600,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation 2001 Incentive Compensation Plan; |
| Registration Statement on Form S-8 (No. 333-41970), filed with the SEC on July 21, 2000, pertaining to the registration of 24,999 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Supplemental Stock Option Plan; |
| Registration Statement on Form S-8 (No. 333-81315), filed with the SEC on June 22, 1999, pertaining to the registration of 300,000 shares of common stock, $1.00 par value per share, reserved for issuance under the ISB Financial Corporation 1999 Stock Option Plan; |
| Registration Statement on Form S-8 (No. 333-79811), filed with the SEC on June 2, 1999, pertaining to the registration of 100,000 shares of common stock, $1.00 par value per share, reserved for issuance under the ISB Financial Corporation Profit Sharing Plan and Trust, as amended by Post-Effective Amendment No. 1, filed with the SEC on May 22, 2006, pertaining to the registration of additional 450,000 shares of common stock, $1.00 par value per share, reserved for issuance under the IBERIABANK Corporation Retirement Savings Plan (formerly the ISB Financial Corporation Profit Sharing Plan and Trust); |
| Registration Statement on Form S-8 (No. 333-28859), filed with the SEC on June 10, 1997, pertaining to the registration of 738,067 shares of common stock, $1.00 par value per share, reserved for issuance under the ISB Financial Corporation 1996 Stock Option Plan; and |
| Registration Statement on Form S-8 (No. 333-93210), filed with the SEC on June 7, 1995, pertaining to the registration of 50,000 shares of common stock, $1.00 par value per share, reserved for issuance under the ISB Financial Corporation Profit Sharing Plan and Trust.(P) |
On July 1, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 3, 2019, by and between the Company and First Horizon National Corporation, a Tennessee corporation (First Horizon), the Company merged with and into First Horizon, with First Horizon as the surviving corporation (the Merger).
As a result of the Merger, any and all offerings of securities registered pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offering, First Horizon, as successor to the Company, hereby removes from registration all securities registered under the Registration Statements but unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has authorized these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on this 2nd day of July, 2020.
FIRST HORIZON NATIONAL CORPORATION (as successor by merger to IBERIABANK Corporation) | ||
By: | /s/ William C. Losch III | |
Name: | William C. Losch III | |
Title: | Executive Vice President and Chief Financial Officer |
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.