As filed with the Securities and Exchange Commission on June 29, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENASANT CORPORATION
(Exact name of registrant as specified in its charter)
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Mississippi
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64-0676974
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(State or other
jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification Number)
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209 Troy Street
Tupelo, Mississippi 38804
(662) 680-1001
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
RENASANT CORPORATION
DEFERRED STOCK
UNIT PLAN
(Full title of the plan)
Copy to:
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E. ROBINSON McGRAW
President and Chief Executive Officer
Renasant Corporation
209 Troy Street
Tupelo, Mississippi
38804
(662) 680-1001
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JANE E. ARMSTRONG, ESQ.
Phelps Dunbar LLP
365 Canal St., Suite 2000
New Orleans, Louisiana 70130
(504)
584-9244
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
(1)
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Proposed maximum
offering price per share
(2)
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common Stock $5.00 par value
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100,000 shares
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$23.52
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$2,352,000
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$73
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Act”), in the event of any stock dividend, stock split, recapitalization or other similar
transaction that results in an increase in the number of outstanding shares of Common Stock of Renasant Corporation (the “Registrant”), this Registration Statement shall, without the payment of any additional consideration, automatically
cover the additional shares of Common Stock that become issuable under the Plan as a result thereof.
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(2)
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Calculated pursuant to Rule 457(h) of the Act and based on the average of the high and low sales prices per share of the Registrant’s Common Stock, as quoted on the NASDAQ
Stock Market, Inc. on June 26, 2007.
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EXPLANATORY NOTE
On December 23, 2002, Renasant Corporation (formerly known as The Peoples Holding Company) (the “Registrant”) filed a Registration Statement (File No. 333-102152) in accordance with the
requirements of Form S-8 (the “2002 Registration Statement”) under the Securities Act of 1933, as amended, to register 30,000 shares of Registrant common stock, par value $5.00 per share (the “Common Stock”), which had been
authorized and reserved for issuance under the Deferred Stock Unit Plan (the “Plan”). Pursuant to Form S-8, General Instruction E, the contents of the 2002 Registration Statement shall be incorporated by reference into this Registration
Statement on Form S-8 (the “2007 Registration Statement”).
On each of December 1, 2003 and August 28, 2006, the
Registrant effected a three-for-two stock split of the Common Stock, and as provided in the 2002 Registration Statement, the number of shares registered increased to 67,500 shares in accordance with Rule 416(a) under the Securities Act of 1933, as
amended.
On June 5, 2007, the Registrant’s Board of Directors approved an amendment to the Plan that provides for the issuance
of an additional 100,000 shares of Common Stock (the “Additional Shares”) under the Plan. This 2007 Registration Statement is filed for the purposes of registering the Additional Shares under the Plan, and incorporating by reference the
contents of the 2002 Registration Statement (including the 67,500 shares of Common Stock previously registered by the 2002 Registration Statement).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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5
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Opinion of Phelps Dunbar LLP as to the legality of the securities being registered hereunder.
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23.1
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Consent of Horne LLP.
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23.2
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Consent of Ernst & Young LLP.
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23.3
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Consent of Phelps Dunbar LLP (included in Exhibit 5 hereto).
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24.1
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Power of Attorney (included in the signature pages hereto).
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99.1
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Amendment No. 2 to Renasant Corporation Deferred Stock Unit Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tupelo, State of Mississippi, on this 5th day of June, 2007.
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RENASANT CORPORATION
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By:
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/s/ E. Robinson McGraw
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E. Robinson McGraw
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints E. Robinson McGraw and Stuart R.
Johnson, and each of them, as his true and lawful attorneys-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all exhibits thereto, and all other documents in connection therewith and all instruments necessary, appropriate or advisable to enable Renasant Corporation to comply with the
Securities Act of 1933, as amended, and other federal and state securities laws, in connection with the Renasant Corporation Deferred Stock Unit Plan, and to file any such documents or instruments with the Securities and Exchange Commission, and to
do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ E. Robinson McGraw
E. Robinson
McGraw
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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June 5, 2007
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/s/ Stuart R. Johnson
Stuart R.
Johnson
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Chief Financial Officer
(Principal Financial and
Accounting Officer)
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June 5, 2007
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/s/ William M. Beasley
William M.
Beasley
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Director
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June 5, 2007
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/s/ George H. Booth, II
George H.
Booth, II
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Director
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June 5, 2007
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/s/ Frank B. Brooks
Frank B.
Brooks
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Director
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June 5, 2007
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/s/ Francis J. Cianciola
Francis J.
Cianciola
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Director
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June 5, 2007
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/s/ John M. Creekmore
John M.
Creekmore
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Director
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June 5, 2007
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/s/ Marshall H. Dickerson
Marshall H.
Dickerson
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Director
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June 5, 2007
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/s/ John T. Foy
John T.
Foy
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Director
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June 5, 2007
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/s/ Richard L. Heyer, Jr.
Richard L.
Heyer, Jr.
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Director
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June 5, 2007
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/s/ Neal A. Holland
Neal A.
Holland
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Directors
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June 5, 2007
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/s/ Harold B. Jeffreys
Harold B.
Jeffreys
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Director
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June 5, 2007
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/s/ Jack C. Johnson
Jack C.
Johnson
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Director
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June 5, 2007
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/s/ J. Niles McNeel
J. Niles
McNeel
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Director
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June 5, 2007
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/s/ Theodore S. Moll
Theodore S.
Moll
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Director
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June 5, 2007
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/s/ John W. Smith
John W.
Smith
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Director
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June 5, 2007
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/s/ H. Joe Trulove
H. Joe
Trulove
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Director
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June 5, 2007
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/s/ J. Larry Young
J. Larry
Young
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Director
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June 5, 2007
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EXHIBIT INDEX
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Exhibit
Number
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Document Description
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5
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Opinion of Phelps Dunbar LLP as to the legality of the securities being registered hereunder.
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23.1
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Consent of Horne LLP.
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23.2
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Consent of Ernst & Young LLP.
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23.3
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Consent of Phelps Dunbar LLP (included in Exhibit 5 hereto).
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24.1
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Power of Attorney (included in the signature pages hereto).
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99.1
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Amendment No. 2 to Renasant Corporation Deferred Stock Unit Plan.
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EXHIBIT 5
EXHIBIT 23.3
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New Orleans, LA
Baton Rouge, LA
Houston, TX
London, England
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C
ANAL
P
LACE
365 C
ANAL
S
TREET
·
S
UITE
2000
N
EW
O
RLEANS
, L
OUISIANA
70130-6534
(504) 566-1311
(FAX: (504) 568-9130
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Jackson, MS
Tupelo, MS
Gulfport, MS
Tampa, FL
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www.phelpsdunbar.com
June 21, 2007
Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804
Registration Statement on Form S-8
Renasant Corporation Deferred Stock Unit Plan
Ladies and Gentlemen:
We have acted as counsel to Renasant Corporation (the “Company”) in connection with the
preparation of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”). The Registration Statement registers an aggregate of
100,000 shares of the Company’s $5.00 par value common stock (the “Common Stock”) to be issued under the Renasant Corporation Deferred Stock Unit Plan (the “Plan”).
In so acting, we have examined and relied upon the original, or a photostatic or certified copy, of such records of the Company, certificates of officers
of the Company and of public officials, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures appearing on all
documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies,
the accuracy and completeness of all corporate records made available to us by the Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that shares
of Common Stock to be issued under the Plan have been duly authorized, and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
Renasant Corporation
June 21, 2007
Page 2
The
foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed herein as
to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the
opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this
time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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Very truly yours,
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/s/ PHELPS DUNBAR LLP
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EXHIBIT 99.1
RENASANT CORPORATION
DEFERRED STOCK UNIT PLAN
Amendment No. 2
(Additional
Shares)
Whereas,
Renasant Corporation (the “Company”) maintains the Renasant Corporation Deferred Stock Unit Plan, a
non-qualified deferred compensation plan originally effective January 1, 2002, most recently amended and restated effective January 1, 2005, and as further amended (the “Plan”);
Whereas,
Section 11.4 of the Plan permits its amendment by the Board of Directors of the Company (the “Board”), and the Board has
determined that an amendment to increase the number of shares issuable under the Plan is now necessary and appropriate;
Now, Therefore,
effective as of June 5, 2007, the first sentence of Section 11.6(a) of the Plan shall be amended and restated in its entirety as follows:
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“a.
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An aggregate of 167,500 shares of Company Stock, as adjusted for the Company’s stock splits on December 1, 2003, and August 28, 2006, shall be reserved for issuance
hereunder, as the same may be adjusted in accordance under Section 11.6 hereof, which shares may be authorized but unissued shares, treasury shares or shares acquired on the open market or by private purchase. Such shares shall consist of an
aggregate of 67,500 shares originally reserved hereunder and an additional 100,000 shares reserved for issuance as of the effective date hereof.”
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This Amendment No. 2
was approved by the Board of Directors on June 5, 2007.
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RENASANT CORPORATION
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By:
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/s/ E. Robinson McGraw
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E. Robinson McGraw
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Chief Executive Officer
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Date:
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June 5, 2007
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