As filed with the Securities and Exchange Commission on August 31, 2006
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
RENASANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Mississippi | 64-0676974 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 209 Troy Street Tupelo, Mississippi | 38802-0709 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2001 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
| E. Robinson McGraw President and Chief Executive Officer |
Copy to: Jane E. Armstrong, Esq. | |
| Renasant Corporation | Phelps Dunbar LLP | |
| 209 Troy Street | 365 Canal Street, Suite 2000 | |
| Tupelo, Mississippi 38802-0709 | New Orleans, Louisiana 70130 | |
| (662) 680-1001 | (504) 566-1311 | |
| (Name, address and telephone number, including area code, of agent for service) |
CALCULATION OF REGISTRATION FEE
| Title of Securities To Be Registered(1) |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
| Common Stock, $5.00 par value per share |
975,000 | $29.90 | $29,152,500 | $3,119.32 | ||||
| (1) | In the event of a stock split, stock dividend or similar transaction involving the common stock of the registrant, in order to prevent dilution, the number of shares registered hereunder shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the 1933 Act. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the 1933 Act and computed on the basis of the average of the high and low sales prices per share of Renasant Corporation common stock, $5.00 par value, as reported on the NASDAQ Global Select Market on August 29, 2006. |
EXPLANATORY NOTE
On December 23, 2002, Renasant Corporation (formerly known as The Peoples Holding Company, the “registrant”) filed a registration statement on Form S-8 (registration number 333-102152) (the “2002 Registrant Statement”) registering 250,000 shares of the registrant’s $5.00 par value common stock (the “common stock”) for grant, award or issuance under the The Peoples Holding Company 2001 Long-Term Incentive Plan (as amended, the “Plan”). On December 1, 2003, the registrant effected a three-for-two stock split of its common stock, and as provided in the 2002 Registration Statement, the number of shares registered increased to 375,000 in accordance with Rule 416(a) under the Securities Act of 1933, as amended.
At its annual meeting held on April 19, 2005, shareholders of the registrant approved an amendment to the Plan providing for the grant, award or issuance of an additional 650,000 shares of common stock under the Plan. On August 28, 2006, the registrant effected a three-for-two stock split of its common stock. Pursuant to Article 4 of the Plan, the aggregate number of shares of the registrant’s common stock available for issuance under the Plan, which includes the additional 650,000 shares approved by the shareholders of the registrant, was automatically adjusted to reflect such stock split. Accordingly, the number of shares approved by the shareholders in 2005 was adjusted to 975,000 shares. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register such additional 975,000 shares. An aggregate of 152,250 shares (after giving effect to the three-for-two stock split) of the shares registered pursuant to this Registration Statement relate to incentives previously granted and awarded under the Plan, in the form of 5,250 shares of restricted stock and 147,000 shares issuable upon exercise of stock options, which stock options are not currently exercisable. The remainder of the shares registered pursuant to this Registration Statement are reserved for future grants of incentives under the Plan. Pursuant to Form S-8, General Instruction E, the registrant incorporates by reference herein the contents of the 2002 Registration Statement (registration number 333-102152).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| 5 | Opinion of Phelps Dunbar LLP | |
| 23.1 | Consent of Horne LLP | |
| 23.2 | Consent of Ernst & Young LLP | |
| 23.3 | Consent of Phelps Dunbar LLP (included in Exhibit 5) | |
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 Tupelo, State of Mississippi, on this 29th day of August, 2006.
| RENASANT CORPORATION | ||
| By: |
E. Robinson McGraw | |
| Chairman, President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the dates indicated below.
| Signature |
Title |
Date | ||
| E. Robinson McGraw E. Robinson McGraw |
Chief Executive Officer (Principal Executive Officer) |
August 29, 2006 | ||
| Stuart R. Johnson Stuart R. Johnson |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 29, 2006 | ||
S-1
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 agents, 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 additional post-effective amendments) to this Registration Statement on Form S-8, 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 Peoples Holding Company 2001 Long-Term Incentive 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 Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| William M. Beasley William M. Beasley |
Director |
July 31, 2006 | ||
| George H. Booth, II George H. Booth, II |
Director |
July 29, 2006 | ||
| Frank B. Brooks Frank B. Brooks |
Director |
July 29, 2006 | ||
| Francis J. Cianciola Francis J. Cianciola |
Director |
July 29, 2006 | ||
| John M. Creekmore John M. Creekmore |
Director |
July 29, 2006 | ||
| Marshall H. Dickerson Marshall H. Dickerson |
Director |
July 29, 2006 | ||
| John T. Foy John T. Foy |
Director |
July 26, 2006 | ||
| Eugene B. Gifford, Jr. Eugene B. Gifford, Jr. |
Director |
July 29, 2006 | ||
| Richard L. Heyer, Jr. Richard L. Heyer, Jr. |
Director |
July 29, 2006 | ||
| Neal A. Holland, Jr. Neal A. Holland, Jr. |
Director |
July 29, 2006 | ||
| Harold B. Jeffreys Harold B. Jeffreys |
Director |
July 29, 2006 | ||
| Jack C. Johnson Jack C. Johnson |
Director |
July 29, 2006 | ||
| J. Niles McNeel J. Niles McNeel |
Director |
July 29, 2006 | ||
| Theodore S. Moll Theodore S. Moll |
Director |
July 29, 2006 | ||
| John W. Smith John W. Smith |
Director |
July 29, 2006 | ||
| H. Joe Trulove H. Joe Trulove |
Director |
July 29, 2006 | ||
| J. Larry Young J. Larry Young |
Director |
July 29, 2006 | ||
S-2
EXHIBIT INDEX
| Exhibit Number |
Document Description | |
| 5 | Opinion of Phelps Dunbar LLP | |
| 23.1 | Consent of Horne LLP | |
| 23.2 | Consent of Ernst & Young LLP | |
| 23.3 | Consent of Phelps Dunbar LLP (included in Exhibit 5) | |
Exhibit 5
[Letterhead of Phelps Dunbar LLP]
August 31, 2006
Renasant Corporation
209 Troy Street
Tupelo, MS 38802
| Re: | Renasant Corporation Registration Statement on Form S-8 2001 Long-Term Incentive Plan |
Ladies and Gentlemen:
We have acted as counsel to Renasant Corporation (formerly known as The Peoples Holding Company, the “Company”) in connection with the preparation of the above-referenced Registration Statement on Form S-8 under the Securities Act of 1933, as amended, made for purposes of registering an additional 975,000 shares of the Company’s $5.00 par value common stock (the “Common Stock”) to be issued under The Peoples Holding Company 2001 Long-Term Incentive Plan (as amended, 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 in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
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 on Form S-8. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.
Very truly yours,
PHELPS DUNBAR LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Renasant Corporation of our report dated March 1, 2006, relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting which appear in the Annual Report on Form 10-K of Renasant Corporation for the year ended December 31, 2005.
HORNE LLP
Jackson, Mississippi
August 31, 2006
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the registration of 975,000 shares for the 2001 Long-term Incentive Plan of Renasant Corporation (formerly The Peoples Holding Company) (the “Company”), of our report dated March 3, 2005, with respect to the consolidated financial statements of the Company included in its Annual Report (Form 10-K) for the year ended December 31, 2004, the Company’s management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of the Company, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
August 30, 2006