FIRST HORIZON CORP — Regulatory Filings 2007

Nov 15, 2007

S-8 1 c51228_s8.htm s8.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

As filed with the Securities and Exchange Commission on November 15, 2007 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 (State or other jurisdiction of incorporation or organization) 62-0803242 (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 Savings Plan (Full title of plan)

Clyde A. Billings, Jr.	With a copy to:
Senior Vice President, Assistant General	John A. Niemoeller
Counsel and Corporate Secretary	Senior Vice President, Counsel and Assistant
First Horizon National Corporation	Corporate Secretary
165 Madison Avenue	First Horizon National Corporation
Memphis, TN 38103	165 Madison Avenue
(901) 523-5679	Memphis, TN 38103
(Name, address, including zip code, and telephone	(901) 523-4170
number, including area code, of agent for service)

| CALCULATION
OF REGISTRATION FEE | Amount to | Proposed | Proposed maximum | Amount of |
| --- | --- | --- | --- | --- |
| Title of Securities to be | be | maximum offering | aggregate offering | registration |
| Registered | registered | price per share (1) | price (1 ) | fee (1 ) |
| Common Stock | 5,000,000 | $22.125/share | $110,625,000 | $3,396.19 |
| (including related Rights) (2) | shares | | | |

| (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 November 8,
2007. |
| --- | --- |
| (2) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests offered or sold pursuant to the employee
benefit plan described herein. |

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 registering shares of its common stock, par value $0.625 per share, that may be issued under the First Horizon National Corporation Savings Plan (as amended to date, the “Plan”) from time to time. The most recent such prior registration statement, File No. 333-123372 filed March 16, 2005 covering 5,000,000 shares of the Registrant’s common stock, is the only such prior registration statement that remains active at this time. Registrant is filing this registration statement to register 5,000,000 additional shares of Registrant’s common stock that may be issued under the Plan from time to time.

Note on Share Issuance

The Registrant does not intend to sell original issue shares under the Plan in connection with the additional shares registered under this Registration Statement. The Plan and the Registrant contemplate that the Plan trustee will purchase shares of Common Stock for the accounts of the participants on the open market or otherwise from sources other than the Registrant.

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 statement on Form S-8 (File No. 333-123372), which was filed March 16, 2005 covering shares for sale under the Plan, as updated below, is incorporated herein by reference. In addition to the foregoing, the following information is also included in this registration statement:

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)	The Registrant's latest annual report, and where interests in the Plan are being registered, the Plan’s latest annual report, filed pursuant to Sections 13(a) or 15(d) of the Exchange Act.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.
(c)	If the class of securities to be offered is registered under Section 12 of the Exchange Act, the description of such class of securities contained in a registration statement filed under such Act, including any
amendment or report filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

This item is not applicable.

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Item 5. Interests of Named Experts and Counsel

KPMG LLP, the Registrant’s independent registered public accountants, have no interest in the Registrant.

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.

Item 7. Exemption from Registration Claimed

This item is not applicable.

Item 8. Exhibits

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

Item 9. Undertakings

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;

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| | To reflect in the prospectus any facts 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,
represent 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 information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§239.1100(c)). |

| (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. |

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

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| (6) | 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. — 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: | |
| --- | --- | --- |
| | 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
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 | |

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(i)-(l) [not applicable]
Supplemental Undertakings .
Pursuant to the instruction to Item 8 of Form S-8
concerning Exhibit 5, in lieu of providing an opinion of counsel or Internal
Revenue Service (IRS) determination letter concerning the compliance
of the Plan with ERISA, the undersigned Registrant undertakes:
(i)	to submit material amendments of the Plan to the IRS
in a timely manner, and
(ii)	to make all changes required by the IRS in order to
qualify the Plan under Section 401(a) of the Internal Revenue Code, as
amended.

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 November 14, 2007.

FIRST HORIZON NATIONAL CORPORATION
By: /s/	D. Bryan Jordan
	D. Bryan Jordan
	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
Gerald. L. Baker *	President and Chief Executive Officer and a	November 14, 2007
Gerald. L. Baker	Director (principal executive officer)
D. Bryan Jordan *	Executive Vice President and Chief Financial	November 14, 2007
D. Bryan Jordan	Officer (principal financial officer)

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Signature	Title	Date
James F. Keen *	Executive Vice President
and Corporate	November 14, 2007
James F. Keen	Controller (principal
accounting officer)
Michael D. Rose *	Chairman of the Board
and a Director	November 14, 2007
Michael D. Rose
	Director
Robert C. Blattberg
Robert B. Carter *	Director	November 14, 2007
Robert B. Carter
Simon F. Cooper *	Director	November 14, 2007
Simon F. Cooper
James A. Haslam, III *	Director	November 14, 2007
James A. Haslam, III
R. Brad Martin *	Director	November 14, 2007
R. Brad Martin
Vicki R. Palmer *	Director	November 14, 2007
Vicki R. Palmer
Colin V. Reed *	Director	November 14, 2007
Colin V. Reed
Mary F. Sammons *	Director	November 14, 2007
Mary F. Sammons
William B. Sansom *	Director	November 14, 2007
William B. Sansom
Luke Yancy III *	Director	November 14, 2007
Luke Yancy III

*By: /s/
Clyde A. Billings, Jr.
Attorney-in-Fact
November 14, 2007

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The Plan . Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have 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 November 14, 2007.

FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN
By: /s/	Kimberly A. Anderson
	Kimberly A. Anderson
	Plan Committee Member and Secretary

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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 October 16, 2007, incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current Report on Form 8-K dated October 16, 2007.
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	No exhibit 5 is filed.
	In accordance with the exceptions specified in Item 8 of Form S-8:
	(a)	No opinion of counsel regarding the legality of the securities being registered hereunder is provided because the Plan and the Registrant contemplate that such securities will not include original issuance
securities.
	(b)	No opinion of counsel concerning compliance of the Plan with ERISA is provided. The Registrant has submitted the Plan to the Internal Revenue Service (IRS) and received a favorable determination letter, and the
Registrant has made the undertakings required by Item 8 of Form S-8, as set forth in the Supplemental Undertakings under Item 9 above.
23.1	Consent of Independent Registered Public Accounting
Firm.
24.1	Power of Attorney executed by certain directors and
officers of the Registrant.