UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 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 Corporation 1997 Long Term Incentive 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 maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
------------------- ------------- ---------------- ------------------ ----------------
Common Stock
$0.00 par value
per share 1,366,124 $27.13 $37,062,944 $4,362
Registration fee has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and is based upon the average price at which options may
be exercised.
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. 2 is being filed to register 1,366,124
additional shares issuable pursuant to Registrant's 1997 Long Term Incentive
Plan.
Registrant initially registered 300,000 shares pursuant to a registration
statement on Form S-8, which became effective September 18, 1997 (File No.
333-35889). Effective March 30, 1998, Registrant's shares were split 2 for 1,
increasing the number of registered shares to 600,000.
Registrant registered 300,000 additional shares pursuant to a registration
statement on Form S-8, which became effective June 21, 2000 (File No.
333-39786), increasing the number of registered shares to 900,000.
This amendment increases the number of registered shares to 2,266,124.
The contents of the earlier Registration Statements on Form S-8 (File No. 333-
35889) and (File No. 333-39786) are incorporated herein by reference.
Part II
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion and Consent of Brunini, Grantham, Grower & Hewes as to the
legality of the issuance of the shares.
23.1 Consent of KPMG LLP
SIGNATURES
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 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 19th day of
April, 2005.
TRUSTMARK CORPORATION
/s/ Richard G. Hickson
----------------------
Richard G. Hickson
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
/s/ Richard G. Hickson Chairman, President and Chief April 19, 2005
---------------------------- Executive Officer (Principal
Richard G. Hickson Executive Officer), Director
/s/ Zach L. Wasson Treasurer (Principal April 19, 2005
---------------------------- Financial Officer)
Zach L. Wasson
/s/ Louis E. Greer Chief Accounting Officer April 19, 2005
---------------------------- (Principal Accounting Officer)
Louis E. Greer
/s/ J. Kelly Allgood Director April 19, 2005
----------------------------
J. Kelly Allgood
/s/ Reuben V. Anderson Director April 19, 2005
----------------------------
Reuben V. Anderson
/s/ John L. Black, Jr. Director April 19, 2005
----------------------------
John L. Black, Jr.
/s/ William C. Deviney, Jr. Director April 19, 2005
----------------------------
William C. Deviney, Jr.
/s/ C. Gerald Garnett Director April 19, 2005
----------------------------
C. Gerald Garnett
/s/ Matthew L. Holleman, III Director April 19, 2005
----------------------------
Matthew L. Holleman, III
/s/ Richard H. Puckett Director April 19, 2005
----------------------------
Richard H. Puckett
/s/ Carolyn C. Shanks Director April 19, 2005
----------------------------
Carolyn C. Shanks
Director
----------------------------
Kenneth W. Williams
/s/ William G. Yates, Jr Director April 19, 2005
----------------------------
William G. Yates, Jr.
Exhibit 5.1
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
April 15, 2005
Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation ("Trustmark") in connection with the preparation of Post Effective
Amendment No. 2 to its registration statement on Form S-8 as filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Registration Statement") which Registration Statement relates to
the proposed offer by Trustmark to certain of its employees of up to 1,385,974
additional shares (the "Shares") of the common stock of Trustmark issuable upon
the exercise of certain options which have been or may be granted under the
Trustmark 1997 Long Term Incentive Plan (the "Plan"). This opinion is being
furnished to you to be included as an Exhibit to the Registration Statement.
We are of the opinion that the Shares have been duly authorized for
issuance and, when the Registration Statement has been declared effective and
the Shares issued in accordance with the Plan, such Shares will be validly
issued, fully paid and non-accessible.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Robert D. Drinkwater
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Trustmark Corporation:
We consent to the use of our reports dated March 11, 2005, with respect to the
consolidated balance sheets of Trustmark Corporation as of December 31, 2004 and
2003, 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, 2004, management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2004, and the
effectiveness of internal control over financial reporting as of December 31,
2004, incorporated by reference herein.
/s/ KPMG LLP
Jackson, Mississippi
April 14, 2005