As filed with the Securities and Exchange Commission on November 16, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BankUnited, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 14817 Oak Lane Miami Lakes, Florida 33016 | 27-0162450 |
(State or other jurisdiction of incorporation or organization) | (Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) |
BankUnited, Inc. 2014 Omnibus Equity Incentive Plan
(Full title of the plan)
Rajinder P. Singh
Chairman, President and Chief Executive Officer
BankUnited, Inc.
14817 Oak Lane
Miami Lakes, Florida 33016
(305) 569-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brandon C. Price
Michael J. Schobel
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York NY 10019
Telephone: (212) 403-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum Aggregate offering price (2) | Amount of registration fee (2) | ||||
| Common Stock, par value $0.01 per share | 2,200,000 shares | $43.24 | $95,128,000 | $8,818.37 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock that become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction. |
| (2) | Determined on the basis of the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on November 11, 2021 in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is being filed by BankUnited, Inc. (the “Corporation”) to register 2,200,000 shares of the Corporation’s common stock to be offered and sold under the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan (the “Plan”). These shares are in addition to the shares previously registered on the Corporation’s Registration Statement on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2014 (Registration No. 333-197808) (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Corporation hereby incorporates by reference herein the contents of the Prior Registration Statement and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed with the SEC are incorporated by reference in this registration statement:
| (a) | The Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021; |
| (b) | The Corporation’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 filed with the SEC on May 5, 2021, August 3, 2021 and November 2, 2021, respectively; |
| (c) | The Corporation’s Current Reports on Form 8-K filed with the SEC on January 21, 2021 (excluding Items 2.02, 9.01 and the exhibits thereto), March 5, 2021, May 26, 2021, July 22, 2021 (excluding Items 2.02, 9.01 and the exhibits thereto), October 21, 2021 (Film No.: 211335630) (only Item 8.01 therein), and October 21, 2021 (Film No.: 211337013); |
In addition, all documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents with the SEC.
Any statement contained in this registration statement or 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 in this registration statement, or in any other subsequently filed document that is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior 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.
Under no circumstances will any information furnished under Items 2.02 or 7.01 of Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
| Item 8. | Exhibits. |
The following exhibits are filed with or incorporated by reference in this Registration Statement.
*Filed herewith.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami Lakes, State of Florida, on this 16th day of November, 2021.
| BANKUNITED, INC. | ||
| By: | /s/ Leslie N. Lunak | |
| Name: Leslie N. Lunak | ||
| Title: Chief Financial Officer | ||
SIGNATURES AND POWER OF ATTORNEY
In accordance with 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 stated. Each person whose signature appears below constitutes and appoints Rajinder P. Singh and Leslie N. Lunak and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-8, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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.
| Signature | Title | Date | ||
| /s/ Rajinder P. Singh | Chairman, President and Chief Executive Officer (Principal Executive Officer) | November 16, 2021 | ||
| Rajinder P. Singh | ||||
| /s/ Leslie N. Lunak | Chief Financial Officer | November 16, 2021 | ||
| Leslie N. Lunak | (Principal Financial Officer and Accounting Officer) | |||
| /s/ Tere Blanca | Director | November 16, 2021 | ||
| Tere Blanca | ||||
| /s/ John N. DiGiacomo | Director | November 16, 2021 | ||
| John N. DiGiacomo | ||||
| /s/ Michael J. Dowling | Director | November 16, 2021 | ||
| Michael J. Dowling | ||||
| /s/ Douglas J. Pauls | Director | November 16, 2021 | ||
| Douglas J. Pauls | ||||
| /s/ A. Gail Prudenti | Director | November 16, 2021 | ||
| A. Gail Prudenti | ||||
| /s/ William S. Rubenstein | Director | November 16, 2021 | ||
| William S. Rubenstein | ||||
| /s/ Sanjiv Sobti | Director | November 16, 2021 | ||
| Sanjiv Sobti | ||||
| /s/ Lynne Wines | Director | November 16, 2021 | ||
| Lynne Wines |
