FIRST HORIZON CORP — Regulatory Filings 2012

May 4, 2012

S-8 1 c69561_s8.htm

As filed with the Securities and Exchange Commission on May 4, 2012 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 National Corporation Equity
Compensation Plan |
| [formerly known as the 2003 Equity Compensation 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)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

| x Large
accelerated filer |
| --- |
| Do not check if a smaller
reporting company |

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)
Common Stock	8,000,000 shares	$9.285/share	$74,280,000	$8,512.49

(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 May 1, 2012.

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, 333-123404, 333-133635, and 333-166818), registering (before adjustment for stock dividends) 3,000,000, 1,000,000, 4,500,000, and 3,000,000 (respectively) shares of its common stock, par value $0.625 per share, that may be issued under Registrant’s Equity Compensation Plan (as amended and restated to date, the “Plan”), formerly known as the 2003 Equity Compensation Plan. All such amounts are stated before adjustment for stock dividends declared from 2008 through 2010. Registrant is filing this registration statement to register 8,000,000 additional shares of Registrant’s common stock that may be issued under the Plan pursuant to an amendment effective April 17, 2012 (approved by the shareholders on that date) that increased by 8,000,000 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.

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, 333-123404, 333-133635, and 333-166818), which were filed October 21, 2003, March 17, 2005, April 28, 2006, and May 14, 2010 (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 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 Annual Report on Form 10-K for the year ended December 31,
2011; |
| --- | --- |
| (b) | The
Registrant’s Current Reports on Form 8-K dated the following dates in 2012:
January 18 and April 17; and |
| (c) | The
description of the Registrant’s common stock, par value $0.625 per share, set
forth in a registration statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of updating
that 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.

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Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

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 John A. Niemoeller, Senior Vice President, Counsel, and Assistant Corporate Secretary of the Registrant. As of April 30, 2012, Mr. Niemoeller beneficially owned approximately 18,100 shares. That number includes shares owned outright and within retirement plan accounts, all employee stock options (whether or not exercisable and regardless of option price), and all other unvested stock-based or stock-payable employee awards. All such unvested awards have been counted for this purpose as if they had vested as of April 30, 2012 without reduction for applicable withholding taxes.

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 a provision in Article Six of FHNC’s 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

Not applicable.

Item 8. Exhibits

All Exhibits are listed in the Exhibit Index at the end of this registration statement.

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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 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) — (5) | 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. — 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 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. | |
| (6) | 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 | | |

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| | 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 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] | | |

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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 May 4, 2012.

| William C.
Losch III |
| --- |
| William C.
Losch 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
D. Bryan
Jordan*	President,
Chief Executive Officer, and Chairman of the Board (principal executive officer)	May 4, 2012
D. Bryan
Jordan
William C.
Losch III*	Executive Vice
President and Chief Financial Officer (principal financial officer)	May 4, 2012
William C.
Losch III
Jeff L.
Fleming*	Executive
Vice President and Chief Accounting Officer (principal accounting officer)	May 4, 2012
Jeff L.
Fleming
Robert B.
Carter*	Director	May 4, 2012
Robert B.
Carter
John C.
Compton*	Director	May 4, 2012
John C.
Compton
Mark A.
Emkes*	Director	May 4, 2012
Mark A.
Emkes
Vicky B. Gregg*	Director	May 4, 2012
Vicky B.
Gregg
James A.
Haslam, III*	Director	May 4, 2012
James A.
Haslam, III
R. Brad
Martin*	Director	May 4, 2012
R. Brad
Martin
Scott M.
Niswonger*	Director	May 4, 2012
Scott M.
Niswonger
Vicki R. Palmer*	Director	May 4, 2012
Vicki R. Palmer

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Signature	Title	Date
Colin V.
Reed*	Director	May 4, 2012
Colin V.
Reed
Luke Yancy
III*	Director	May 4, 2012
Luke Yancy
III

*By:
Clyde A.
Billings, Jr.
Attorney-in-Fact
May 4, 2012

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Restated
Charter of First Horizon National Corporation, incorporated herein by
reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K
filed April 20, 2011.
4.2	Bylaws of
First Horizon National Corporation, as amended and restated January 18, 2012,
incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current
Report on Form 8-K dated January 18, 2012.
5.1	Opinion and
consent of John A. Niemoeller 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.