Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi		64-0659571
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(Address of Principal Executive Offices)

BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors
(Full Title of the Plan)

Aubrey B. Patterson
Chairman and Chief Executive Officer
BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(Name and Address of Agent For Service)

(662) 680-2000
(Telephone Number, Including Area Code, of Agent For Service)

Copy to:
E. Marlee Mitchell, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219-1760
(615) 244-6380

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Proposed maximum

Amount to be

offering price

Proposed maximum

Amount of

Title of securities to be registered

registered

per share

aggregate offering price

registration fee

Common stock, par value $2.50 per share (1), (2)

580,000 (3)

$27.42 (4)

$15,903,600

$625

 

 

EXPLANATORY NOTE

     BancorpSouth, Inc. (the “Company”) is filing this Registration Statement on Form S-8 to register an additional 580,000 shares of the Company’s common stock, $2.50 par value (“Common Stock”), issuable pursuant to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors, as amended (the “Stock Option Plan”). The contents of the Company’s Registration Statement on Form S-8 (Registration No. 033-60699) registering shares of Common Stock issuable pursuant to the Stock Option Plan and filed with the Securities and Exchange Commission on June 29, 1995 is hereby incorporated by reference pursuant to Instruction E to Form S-8. Also pursuant to Instruction E to Form S-8, the filing fee is being paid only with respect to 580,000 shares of Common Stock not previously registered.

PART II

Item 8. Exhibits.

Exhibit
Number				Description of Exhibit
4.1		–		Articles of Incorporation, as amended and restated (1)
4.2		–		Bylaws, as amended and restated (2)
4.3		–		Amendment No. 1 to Amended and Restated Bylaws (3)
4.4		–		Amendment No. 2 to Amended and Restated Bylaws (4)
4.5		–		Amendment No. 3 to Amended and Restated Bylaws (4)
4.6		–		Specimen Common Stock Certificate (5)
4.7		–		Rights Agreement, dated as of April 24, 1991, including as Exhibit A the forms of Rights Certificate and of Election to Purchase and as Exhibit B the summary of Rights to Purchase Common Shares (6)
4.8		–		First Amendment to Rights Agreement, dated as of March 28, 2001 (7)
5.1		–		Opinion of Riley, Caldwell, Cork & Alvis, P.A.
23.1		–		Consent of KPMG LLP
24.1		–		Power of Attorney (included on page II-2)
99.1		–		BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (8)
99.2		–		Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (9)
99.3		–		Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (10)

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tupelo, State of Mississippi, on October 6, 2008.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aubrey B. Patterson and L. Nash Allen, Jr., and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and any registration statement related to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents in full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or be in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and their substitute or 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.

Name		Title		Date
/s/ Aubrey B. Patterson   Aubrey B. Patterson		Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer)		October 6, 2008
/s/ L. Nash Allen, Jr.   L. Nash Allen, Jr.		Treasurer and Chief Financial Officer (principal financial and accounting officer)		October 6, 2008
		Director
James E. Campbell III
		Director
Hassell H. Franklin
/s/ W. G. Holliman, Jr.   W.G. Holliman, Jr.		Director		October 6, 2008
James V. Kelley		President, Chief Operating Officer and Director
/s/ Larry G. Kirk   Larry G. Kirk		Director		October 6, 2008

Name		Title		Date
/s/ Turner O. Lashlee		Director		October 6, 2008
Turner O. Lashlee
		Director
Guy W. Mitchell, III
/s/ R. Madison Murphy		Director		October 6, 2008
R. Madison Murphy
/s/ Robert C. Nolan		Director		October 6, 2008
Robert C. Nolan
/s/ W. Cal Partee, Jr.   W. Cal Partee, Jr.		Director		October 6, 2008
/s/ Alan W. Perry   Alan W. Perry		Director		October 6, 2008

INDEX TO EXHIBITS

Exhibit
Number				Description of Exhibit
4.1		–		Articles of Incorporation, as amended and restated (1)
4.2		–		Bylaws, as amended and restated (2)
4.3		–		Amendment No. 1 to Amended and Restated Bylaws (3)
4.4		–		Amendment No. 2 to Amended and Restated Bylaws (4)
4.5		–		Amendment No. 3 to Amended and Restated Bylaws (4)
4.6		–		Specimen Common Stock Certificate (5)
4.7		–		Rights Agreement, dated as of April 24, 1991, including as Exhibit A the forms of Rights Certificate and of Election to Purchase and as Exhibit B the summary of Rights to Purchase Common Shares (6)
4.8		–		First Amendment to Rights Agreement, dated as of March 28, 2001 (7)
5.1		–		Opinion of Riley, Caldwell, Cork & Alvis, P.A.
23.1		–		Consent of KPMG LLP
24.1		–		Power of Attorney (included on page II-2)
99.1		–		BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (8)
99.2		–		Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (9)
99.3		–		Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors (10)