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)
First Horizon Nonqualified 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 $60,000,000 100% $60,000,000 $7,062.00
Compensation
Obligations
=========================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Note on Filing History
On June 11, 2003, First Horizon National Corporation ("FHNC" or the
"Registrant") filed a registration statement on Form S-8 (File No. 333-106015),
registering $30,000,000 of deferred compensation obligations to be offered under
the First Horizon Nonqualified Deferred Compensation Plan (the "Plan").
Registrant is filing this registration statement to register an additional
$60,000,000 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. 333-106015), which was filed June
11, 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;
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(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.
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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 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
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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
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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
First Horizon Nonqualified Deferred Compensation Plan, incorporated herein by
reference to Exhibit 4(c) to the Corporation's registration statement on Form
S-8, Reg. No. 333-106015, filed June 11, 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.
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