FIRST HORIZON CORP — Regulatory Filings 2006

Apr 28, 2006

S-8 1 a41838.htm FIRST HORIZON NATIONAL CORPORATION

As filed with the Securities and Exchange Commission on April 28, 2006 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 incorporation or organization)	(I.R.S.
Employer 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 Executive Vice President and General Counsel First Horizon National Corporation 165 Madison Avenue Memphis, Tennessee 38103 (901) 523-5624 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: Clyde A. Billings, Jr. Senior Vice President, Assistant General Counsel and Corporate Secretary First Horizon National Corporation 165 Madison Avenue Memphis, TN 38103 (901) 523-5679

CALCULATION OF REGISTRATION FEE

Title of Securities	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)
Common Stock (including related Rights)	4,500,000 shares	$40.485/share	$182,182,500	$19,493.53

(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 April 25, 2006.

Note on Filing History Related to the Plan

First Horizon National Corporation (“FHNC,” the “Corporation,” or the “Registrant”) previously filed registration statements on Form S-8 (File Nos. 333-109862 and 333-123404), registering 3,000,000 and 1,000,000 (respectively) shares of its common stock, par value $0.625 per share, that may be issued under Registrant’s 2003 Equity Compensation Plan (as amended to date, the “Plan”). Registrant is filing this registration statement to register 4,500,000 additional shares of Registrant’s common stock that may be issued under the Plan pursuant to an amendment effective April 18, 2006 (approved by the shareholders on that date) that increased by 4,500,000 the number of shares authorized for issuance 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.

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PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

As permitted by Instruction E to Form S-8, the contents of Registrant’s registration statements on Form S-8 (File Nos. 333-109862 and 333-123404), which were filed October 21, 2003 and March 17, 2005 (respectively) 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 registered public accountants, have no interest in the Registrant.

The validity of original issue shares of $0.625 par value common stock of 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 the Registrant. As of March 9, 2006, Mr. Billings beneficially owned approximately 46,314 shares ; that number includes all stock options (whether or not exercisable and regardless of option price), unvested restricted stock, and shares as to which Mr. Billings has deferred receipt.

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.

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.

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Item 8. Exhibits

All Exhibits are listed in the Exhibit Index at the end of this Part II.

Item 9. Undertakings

| (a) — (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: | | | |
| | | (A) | Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8 (§239.16b of this chapter), and the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in
the registration statement; and |
| | | (B) | Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 (§239.13 of this chapter) or Form F-3
(§239.33 of this chapter) and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission 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, or is contained in a form of prospectus
filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of
the registration statement. |
| | | (C) | Provided further, however , that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an
offering of asset-backed securities on Form S-1 (§239.11 of this chapter) or
Form S-3 (§239.13 of this chapter), and the |

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| (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. | | information required to be included in a post-effective amendment is provided
pursuant to Item 1100(c) of Regulation AB (§239.1100(c)). |
| --- | --- | --- | --- |
| (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. | | |
| (4) | If the
registrant is a foreign private issuer, to file a post-effective amendment to
the registration statement to include any financial statements required by
Item 8.A of Form 20-F at the start of any delayed offering or throughout a
continuous offering. | | |
| (5) | That, for
the purpose of determining liability under the Securities Act of 1933 to any
purchaser: | | |
| | (i) | If the
registrant is relying on Rule 430B (§230.430B of this chapter): | |
| | | (A) | Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3)
of this chapter) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the
registration statement; and |
| | | (B) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
(§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this
chapter) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus |

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that was part of the registration statement or made in any such document immediately prior to such effective date; or

| | (6) | (ii) — That, for
the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: | If the
registrant is subject to Rule 430C (§230.430C of this chapter), each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of
this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to
such date of first use. |
| --- | --- | --- | --- |
| | | The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser: | |
| | | (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter); |
| | | (ii) | Any free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant; |
| | | (iii) | The portion
of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and |
| | | (iv) | Any other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser. |
| (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 | | |

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| | offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. |
| --- | --- |
| (c)-(g) [not
applicable] | |
| (h) | 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. |
| (i)-(l) [not
applicable] | |

SIGNATURES

The Registrant . Pursuant to the requirements of the Securities Act of1933, 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 28, 2006.

| 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, President, Chief Executive Officer and a Director (principal
executive officer)	April 28, 2006
J. Kenneth
Glass

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Signature	Title	Date
Marlin L.
Mosby, III*	Executive
Vice President and Chief Financial Officer (principal financial officer)	April 28, 2006
Marlin L.
Mosby, III
James F.
Keen*	Executive
Vice President and Corporate Controller (principal accounting officer)	April 28, 2006
James F.
Keen
Robert C.
Blattberg*	Director	April 28, 2006
Robert C.
Blattberg
Simon F.
Cooper*	Director	April 28, 2006
Simon F.
Cooper
James A.
Haslam, III*	Director	April 28, 2006
James A.
Haslam, III
R. Brad
Martin*	Director	April 28, 2006
R. Brad
Martin
Vicki R.
Palmer*	Director	April 28, 2006
Vicki R.
Palmer
	Director
Colin V.
Reed
Michael D.
Rose*	Director	April 28, 2006
Michael D.
Rose
Mary F.
Sammons*	Director	April 28, 2006
Mary F.
Sammons
William B.
Sansom*	Director	April 28, 2006
William B.
Sansom
Jonathan P.
Ward*	Director	April 28, 2006
Jonathan P.
Ward
Luke Yancy
III*	Director	April 28, 2006
Luke Yancy
III

*By:
Clyde A.
Billings, Jr.
Attorney-in-Fact
April 28, 2006

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EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 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. |
| 4.2 | Bylaws of
the Corporation, as amended and restated as of February 27, 2006,
incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current
Report on Form 8-K dated February 27, 2006. |
| 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. |
| 5.1 | Opinion and
consent of Clyde A. Billings, Jr. concerning the legality of the securities
being registered hereunder. |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 24.1 | Power of
Attorney executed by certain directors and officers of the Registrant. |