FORM S-8
As filed with the Securities and Exchange Commission on September __, 2009
Registration No. 333 - _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
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31-0724920 |
(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.) |
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address, including zip code, of principal executive offices)
Huntington Bancshares Incorporated Amended and Restated 2007 Stock and
Long-Term Incentive Plan
(Full title of the Plan)
Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-8300
(Name, address, and telephone number,
including area code, of agent for service)
Copies of Correspondence to:
Mary Beth M. Clary, Esq.
Erin F. Siegfried, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
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.
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Calculation of Registration Fee
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Proposed Maximum |
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Proposed Maximum |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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Title of Securities to be registered |
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Registered (1) |
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Share (2) |
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Price (2) |
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Registration Fee |
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Common Stock, $0.01 par value, to
be issued under the Huntington
Amended and Restated 2007 Stock and Long-Term Incentive Plan |
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4,000,000 |
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4.04 |
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16,160,000 |
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901.73 |
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Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), this
Registration Statement shall be deemed to cover an indeterminate number of additional shares of
Common Stock that become issuable under the Huntington Bancshares Incorporated Amended and
Restated 2007 Stock and Long-Term Incentive Plan by reason of any future stock dividends, stock
splits or similar transactions. |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of
the Securities Act, based upon the average of the high and low sales prices of our Common Stock as
reported on the Nasdaq Global Select Market as of September 2, 2009. |
INTRODUCTION
A total of 12,000,000 shares of our common stock were registered in connection with the
Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan by Form S-8 Registration
Statement, Registration No. 333-144403 (the “2007 Form S-8”). The Huntington Bancshares
Incorporated 2007 Stock and Long-Term Incentive Plan was amended and restated, and renamed the
Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive Plan,
effective as of April 22, 2009. We are registering additional shares of common stock for issuance
under the Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term
Incentive Plan. The contents of the 2007 Form S-8 relating to the Huntington Bancshares
Incorporated 2007 Stock and Long-Term Incentive Plan are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Plan specified in Part I will be
sent or given to Plan participants as specified by Rule 428(b)(1). Such documents are not filed as
part of this Registration Statement in accordance with the Note to Part I of the Form S-8
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents previously filed by us with the SEC are incorporated by reference:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2008; |
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Proxy Statement dated March 10, 2009, in connection with our 2009
Annual Meeting of Shareholders; |
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Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009
and June 30, 2009; |
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Current Reports on Form 8-K filed on January 16, 2009, January 22,
2009, January 23, 2009, February 4, 2009, February 18, 2009, March 24, 2009 and
March 25, 2009, March 30, 2009, April 6, 2009, April 24, 2009, May 8, 2009, May
21, 2009 (except for the furnished portions), June 5, 2009, June 9, 2009, June
11, 2009, June 12, 2009 (as amended) and September 3, 2009, to report annual
and/or quarterly earnings and certain other developments disclosed therein; and |
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The description of our common stock, which is registered under Section
12 of the Securities Exchange Act, in our Form 8-A filed with the SEC on April
28, 1967, including any subsequently filed amendments and reports updating such
description. |
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have
been furnished and not filed in accordance with SEC rules.
II-2
We also incorporate by reference any future filings we make with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, until we file a post-effective amendment which indicates that all of the securities
offered by the prospectus have been sold or which deregisters all securities then remaining unsold.
Any statement contained in a document incorporated or deemed to be incorporated by reference in
this registration statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes the statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
II-3
Item 8. Exhibits.
Reference is made to the information contained in the Exhibit Index filed as part of this
Registration Statement.
Signatures
Pursuant to the requirements of the Securities Act of 1933, Huntington Bancshares Incorporated
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 Columbus, State of Ohio, on September 4,
2009.
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HUNTINGTON BANCSHARES INCORPORATED
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/s/ Richard A. Cheap
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Richard A. Cheap, Secretary and General Counsel |
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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.
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/s/ Stephen D. Steinour*
Stephen D. Steinour
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Chairman, Chief Executive Officer, President,
and Director
(Principal
Executive Officer)
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/s/ Donald R. Kimble*
Donald R. Kimble
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Chief Financial Officer, Executive Vice
President, and Treasurer
(Principal Financial Officer)
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/s/ Thomas P. Reed*
Thomas P. Reed
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Senior Vice President and Controller
(Principal
Accounting Officer)
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/s/ Don M. Casto, III*
Don M. Casto, III
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Director
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September 4, 2009 |
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/s/ Michael J. Endres*
Michael J. Endres
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Director
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/s/ Marylouise Fennell
Marylouise Fennell
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Director
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/s/ John B. Gerlach, Jr.*
John B. Gerlach, Jr.
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Director
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/s/ D. James Hilliker
D. James Hilliker
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Director
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/s/ David P. Lauer*
David P. Lauer
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Director
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/s/ Jonathan A. Levy*
Jonathan A. Levy
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Director
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/s/ Wm. J. Lhota*
Wm. J. Lhota
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Director
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Director
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/s/ Gerard P. Mastroianni*
Gerard P. Mastroianni
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Director
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/s/ David L. Porteous*
David L. Porteous
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Director
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/s/ Kathleen H. Ransier*
Kathleen H. Ransier
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Director
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| *By: |
/s/ Richard A. Cheap
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Richard A. Cheap, attorney-in-fact |
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for each of the persons indicated |
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II-5
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Huntington Bancshares Incorporated
EXHIBITS
EXHIBIT INDEX
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Exhibit
Number
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Exhibit
Description |
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4(a)
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Huntington Bancshares Incorporated Amended and Restated 2007
Stock and Long-Term Incentive Plan, previously filed as
Appendix A to Huntington’s Proxy Statement dated March 10, 2009
for its 2009 Annual Meeting of Shareholders. |
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4(b)
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Articles V, VIII and X of Articles of Restatement of Charter,
as amended and supplemented, previously filed as Exhibit 3(i)
to Annual Report on Form 10-K for the year ended December 31,
1993 and Exhibit 3(i)(c) to Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998, and incorporated
herein by reference. Instruments defining the rights of
holders of long-term debt will be furnished to the Securities
and Exchange Commission upon request. |
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5*
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Opinion of Porter, Wright, Morris & Arthur LLP regarding the
legality of the common stock being registered pursuant hereto. |
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23(a)*
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Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith). |
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23(b)*
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Consent of Deloitte & Touche LLP. |
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24*
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Power of Attorney. |