UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRUSTMARK CORPORATION
(Exact name of registrant as specified in it charter)
Mississippi 64-0471500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
248 East Capitol Street, Jackson, MS 39201
(Address of principal executive offices including zip code)
Trustmark 401(k) Plan
(as Successor to Trustmark National Bank Profit Sharing Plan)
(Full title of the plan)
LOUIS E. GREER
Chief Accounting Officer
Trustmark Corporation
248 E. Capitol Street
Jackson, MS 39201
(601) 208-2310, Fax (601) 208-6871
(Name and address, including area code and
telephone number, of agent for service)
Copies of all correspondence to:
Robert D. Drinkwater
Brunini, Grantham, Grower & Hewes, PLLC
Post Office Drawer 119
Jackson, MS 39205
(601) 948-3101, Fax (601) 960-6902
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered per share price tion fee
---------- ---------- --------- ----------- ---------
Common Stock
$0.00 par value
per share 2,500,000 $28.06 $70,150,000 $8,888
Includes an estimated number of Trustmark Corporation shares to be acquired in
the near future by employees of Trustmark Corporation and subsidiaries
("Trustmark") under the Trustmark 401 (k) Plan ("the "Plan").
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered pursuant to the Plan.
(2) Registration Fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the average of the high and
low prices for Trustmark's shares reported on the NASDAQ System on October
27, 2003.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [x]
Explanation
This Post-Effective Amendment No. 1 is being filed to register 2,500,000
additional shares of Trustmark Corporation Common Stock issuable pursuant to
Registrant's 401(k) Plan, which Plan amended Registrant's Profit Sharing Plan
and certain other employee benefit plans. Registrant initially registered
250,000 shares pursuant to a registration statement on Form S-8 for Registrant's
Profit Sharing Plan which became effective July 17,1996 (File No. 333-07141).
Effective March 30, 1998, Registrant's shares were split 2 for 1, increasing the
number of registered shares to 500,000. Effective January 1, 2004 the Plan is
being further amended and converted to a stock bonus plan, with a designated
portion of the Plan being an employee stock ownership plan. With this amendment,
there will be a total of 3,000,000 shares registered.
The contents of the earlier Registration Statement on Form S-8 (File No.
333- 07141) are incorporated herein by reference
Part II
Item 3. Incorporation of Documents by Reference.
In addition to the documents incorporated by reference into the
Registration Statement on Form S-8 (File No. 333- 07141) with respect to which
this amendment is being filed, the Registrant incorporates by reference in this
Registration Statement all reports previously filed with the Commission by the
Plan or subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold.
Item 8. Exhibits.
5. Opinion re Legality
23.1 Consent of KPMG LLP regarding Form 11-K
23.2 Consent of KPMG LLP regarding Form 10-K
23.3 Consent of Brunini, Grantham Grower & Hewes, PLLC
99. Undertaking
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 Post
Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jackson and State of Mississippi on the 27th day
of October, 2003.
TRUSTMARK CORPORATION
/s/ Richard G. Hickson
----------------------
Richard G. Hickson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Richard G. Hickson October 27, 2003
----------------------
Richard G. Hickson Chairman, President and Chief
Executive Officer (Principal
Executive Officer), Director
/s/ Zach L. Wasson Treasurer (Principal Financial October 27, 2003
------------------ Officer)
Zach L. Wasson
/s/ Louis E. Greer Chief Accounting Officer October 27, 2003
------------------
Louis E. Greer (Principal Accounting Officer)
/s/ J. Kelly Allgood Director October 27, 2003
--------------------
J. Kelly Allgood
/s/ Reuben V. Anderson Director October 27, 2003
----------------------
Reuben V. Anderson
Director
-----------------
John L. Black, Jr.
/s/ William C. Deviney, Jr. Director October 27, 2003
----------------------------
William C. Deviney, Jr.
/s/ C. Gerald Garnett Director October 27, 2003
---------------------
C. Gerald Garnett
/s/ Matthew L. Holleman III Director October 27, 2003
---------------------------
Matthew L. Holleman III
/s/ William Neville III Director October 27, 2003
-----------------------
William Neville III
/s/ Richard H. Puckett Director October 27, 2003
----------------------
Richard H. Puckett
/s/ Carolyn C. Shanks Director October 27, 2003
---------------------
Carolyn C. Shanks
/s/ Kenneth W. Williams Director October 27, 2003
------------------------
Kenneth W. Williams
/s/ William G. Yates, Jr. Director October 27, 2003
--------------------------
William G. Yates, Jr.
BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
TELEPHONE ATTORNEYS AT LAW MAILING ADDRESS
(601) 948-3101 1400 TRUSTMARK BUILDING POST OFFICE DRAWER 119
248 EAST CAPITOL STREET JACKSON, MISSISSIPPI 39205
FACSIMILE JACKSON, MISSISSIPPI 39201
(601) 960-6902
Exhibit 5
October 28, 2003
The Board of Directors of
Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation (the "Company") and its 401(k) Plan (the "Plan"), in connection with
a Post Effective Amendment to a Registration Statement on Form S-8 (File
No.333-07141) with respect to the Company's common stock, no par value (the
"Common Securities") being offered pursuant to the Plan as well as interests in
the Plan.
We have reviewed such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. We have assumed that each of the parties (other
than the Company) has duly authorized, executed and delivered the documents to
which it is a party.
We have relied as to certain matters on information obtained from public
officials, officers of the Company, and other sources believed by us to be
responsible.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that:
(1). The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Mississippi.
(2). When issued, such Common Securities will be validly issued, fully paid and
nonassessable.
The foregoing opinion is subject to the qualifications that we express no
opinion as to (i) waivers of defenses or statutory or constitutional rights
or waivers of unmatured claims or rights, (ii) rights to indemnification,
contribution or exculpation to the extent that they purport to indemnify
any party against, or release or limit any party's liability for, its own
breach or failure to comply with statutory obligations, or to the extent
such provisions are contrary to public policy, or (iii) rights to
collection of liquidated damages or penalties.
We are members of the bar of the State of Mississippi. We do not purport to
be experts in, and do not express any opinion on, any laws other than the
law of the State of Mississippi and the Federal law of the United States of
America.
Very truly yours,
Brunini, Grantham, Grower & Hewes, PLLC
/s/ Robert D. Drinkwater
------------------------
Robert D. Drinkwater
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Trustmark Corporation:
We consent to the use of our report dated June 6, 2003, with respect to the
financial statements and supplemental schedule of Trustmark 401 (k) Plan as of
December 31, 2002 and 2001, and for the year ended December 31, 2002, which
report appears in the December 31, 2002 annual report on Form 11-K of Trustmark
401 (k) Plan, incorporated by reference herein.
/s/ KPMG LLP
------------
Jackson, Mississippi
October 27, 2003
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Trustmark Corporation:
We consent to the use of our report dated January 20, 2003, with respect to the
consolidated balance sheets of Trustmark Corporation as of December 31, 2002 and
2001, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2002, which report appears in the December 31, 2002
annual report on Form 10-K of Trustmark Corporation, incorporated by reference
herein. Our report refers to changes in the method of accounting for derivative
instruments, hedging activities, goodwill and other intangible assets.
/s/ KPMG LLP
------------
Jackson, Mississippi
October 27, 2003
Exhibit 23.3
CONSENT OF BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
We hereby consent to the inclusion of our opinion in Post Effective Amendment
No. 1 to the Registration Statement (Registration Number 333-07141) on Form S-8
of Trustmark Corporation filed on or about October 29, 2003 and to the filing of
our legal (Exhibit 5) opinion as an Exhibit to such Registration Statement.
BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
/s/ Robert D. Drinkwater
------------------------
Robert D. Drinkwater
Jackson, Mississippi
October 28, 2003
Exhibit 99.1
Registrant undertakes that it will submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.