As filed with the Securities and Exchange Commission on May 13, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hancock Whitney Corporation
(Exact Name of Registrant as Specified in its Charter)
Mississippi | 64-0693170 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
Hancock Whitney Plaza, 2510 14th Street
Gulfport, Mississippi 39501
(228) 868-4000
(Address, Including Zip Code, of Principal Executive Offices)
Hancock Whitney Corporation 2020 Long Term Incentive Plan
(Full Title of the Plan)
Joy Lambert Phillips General Counsel Hancock Whitney Plaza, 2510 14th Street Gulfport, Mississippi 39501 (228) 868-4000 |
With a copy to:
John B. Shannon, Esq.
Atlanta, Georgia 30309
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(Name, Address, Including Zip Code, and Telephone 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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | ||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount
to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
Common Stock, $3.33 par value |
3,500,000 (1) | $19.40 (2) | $67,900,000 (2) | $8,813.42 | ||||
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(1) |
Amount to be registered consists of an aggregate of 3,500,000 shares of Hancock Whitney Corporation (the Company) common stock to be issued pursuant to the grant or exercise of awards under the Hancock Whitney Corporation 2020 Long Term Incentive Plan (the Plan), including additional shares of Company common stock that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan. |
(2) |
Determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended, the registration fee calculation is based on the average of the high and low prices of the Companys common stock as reported on the NASDAQ Global Select Market on May 6, 2020. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
(b) Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Joy Lambert Phillips, the Companys General Counsel, at the address and telephone number on the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act) are hereby incorporated by reference into this Registration Statement:
(1) The Companys Annual Report on Form 10-K for the year ended December 31, 2019;
(2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2019 (except to the extent any parts of such reports were deemed furnished and not filed in accordance with SEC rules);
(3) The description of the Companys Common Stock contained in the Companys Form 8-K 12g3/A filed with the Commission on May 5, 2014, including any amendment or report filed for the purpose of updating such description; and
(4) All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such 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. |
Not applicable.
Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
The Companys Articles of Incorporation and Bylaws provide for indemnification to the fullest extent allowed by law. Mississippi Code Ann. Section 79-4-8.50 et seq. provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and that he reasonably believed that conduct in his official capacity with the corporation was in the corporations best interests and that in other cases, his conduct was not opposed to the corporations best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The indemnification provisions of Mississippi Code Ann. Section 79-4-8.50 et seq. are not exclusive; however, a corporation may not indemnify any person who is adjudged liable to the corporation in an action by or in the right of the corporation or who is adjudged liable on the basis that a financial benefit was improperly received by him. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability. The Companys Articles of Incorporation and Bylaws provide for indemnification for directors, officers, employees and agents or former directors, officers, employees and agents of the Company to the full extent permitted by Mississippi law. The Company maintains an insurance policy covering the liability of its directors and officers for actions taken in their official capacity.
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Item 8. |
Exhibits. |
Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:
Item 9. |
Undertakings. |
(a) The undersigned Company 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 facts or events arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Companys 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 plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
(signatures on following page)
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Gulfport, State of Mississippi, on May 13, 2020.
Hancock Whitney Corporation | ||
By: |
/s/ John M. Hairston |
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John M. Hairston | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Hairston and Joy Lambert Phillips, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of their substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature |
Title |
Date |
||
/s/ John M. Hairston John M. Hairston |
President and Chief Executive Officer (Principal Executive Officer) and Director | May 13, 2020 | ||
/s/ Michael M. Achary Michael M. Achary |
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
May 13, 2020 | ||
/s/ Stephen E. Barker Stephen E. Barker |
Executive Vice President, Senior Accounting and Finance Executive (Principal Accounting Officer) | May 13, 2020 |
/s/ Jerry L. Levens Jerry L. Levens |
Chairman of the Board, Director |
May 13, 2020 | ||
/s/ Frank E. Bertucci Frank E. Bertucci |
Director |
May 13, 2020 | ||
/s/ Hardy B. Fowler Hardy B. Fowler |
Director |
May 13, 2020 | ||
/s/ Randall W. Hanna Randall W. Hanna |
Director |
May 13, 2020 | ||
/s/ James H. Horne James H. Horne |
Director |
May 13, 2020 | ||
/s/ Constantine S. Liollio Constantine S. Liollio |
Director |
May 13, 2020 | ||
/s/ Sonya C. Little Sonya C. Little |
Director |
May 13, 2020 | ||
/s/ Thomas H. Olinde Thomas H. Olinde |
Director |
May 13, 2020 | ||
/s/ Christine L. Pickering Christine L. Pickering |
Director |
May 13, 2020 | ||
/s/ Robert W. Roseberry Robert W. Roseberry |
Director |
May 13, 2020 | ||
/s/ Joan C. Teofilo Joan C. Teofilo |
Director |
May 13, 2020 | ||
/s/ C. Richard Wilkins C. Richard Wilkins |
Director |
May 13, 2020 |
Exhibit 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
John B. Shannon | Direct Dial: 404-881-7466 | Email: john.shannon@alston.com |
May 13, 2020
Hancock Whitney Corporation
Hancock Whitney Plaza, 2510 14th Street
Gulfport, Mississippi 39501
Re: |
Registration Statement on Form S-8- |
Hancock Whitney Corporation 2020 Long Term Incentive Plan |
Ladies and Gentlemen:
We have acted as counsel to Hancock Whitney Corporation, a Mississippi corporation (the Corporation), in connection with the above-referenced Registration Statement on Form S-8 (the Registration Statement) to be filed on the date hereof by the Corporation with the Securities and Exchange Commission (the Commission) to register under the Securities Act of 1933, as amended (the Securities Act), 3,500,000 shares of the Corporations common stock, $3.33 par value per share (the Shares), which may be issued pursuant to the Hancock Whitney Corporation 2020 Long Term Incentive Plan (the Plan). We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commissions Regulation S-K.
In connection with our opinion below, we have examined the Second Amended and Restated Articles of Incorporation of the Corporation, the Second Amended and Restated Bylaws of the Corporation, records of proceedings of the Board of Directors of the Corporation deemed by us to be relevant to this opinion letter, the Plan and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Corporation and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.
Alston & Bird LLP
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www.alston.com
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Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C. |
May 13, 2020
Page 2
Our opinion set forth below is limited to the laws of the State of Mississippi.
This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.
Based on the foregoing, it is our opinion that the Shares are duly authorized for issuance, and, when issued by the Corporation in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
ALSTON & BIRD LLP | ||
By: | /s/ John B. Shannon | |
John B. Shannon, Partner |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Hancock Whitney Corporation of our report dated February 24, 2020 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Hancock Whitney Corporations Annual Report on Form 10-K for the year ended December 31, 2019.
New Orleans, Louisiana
May 13, 2020