As filed with the Securities and Exchange Commission on August 16, 2016.
Registration No. 033-57557
Registration No. 033-63101
Registration No. 333-66129
Registration No. 333-72287
Registration No. 333-78953
Registration No. 333-120446
Registration No. 333-138624
Registration No. 333-156217
Registration No. 333-173628
Registration No. 333-175894
Registration No. 333-189514
Registration No. 333-189519
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-57557
Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 033-63101
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-66129
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-72287
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-78953
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-120446
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-138624
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-156217
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-173628
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-175894
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-189514
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-189519
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio | | 34-1339938 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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c/o Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio | | 43287 |
| (Address of Principal Executive Offices) | | (Zip Code) |
1985 FirstMerit Corporation Stock Plan (CV)
1993 FirstMerit Corporation Stock Plan (CV)
FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan
Security First 1987 Stock Option and Incentive Plan
Security First 1996 Stock Option and Incentive Plan
First Kent Financial Corporation 1994 Stock Option Plan
Signal Amended and Restated Stock Option and Incentive Plan
Signal Non-Employee Director Stock Option Plan
Signal 1997 Omnibus Incentive Plan
First Shenango Bancorp, Inc. 1993 Stock Option Plan
Summit Bancorp 1989 Stock Incentive Plan
FirstMerit Corporation 1999 Stock Plan
FirstMerit Corporation 1997 Stock Plan
Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan
Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan
FirstMerit Corporation Amended and Restated 2002 Stock Plan
FirstMerit Corporation 2006 Equity Plan
FirstMerit Corporation 2011 Equity Incentive Plan
Citizens Republic Bancorp 401(k) Plan
Citizens Republic Bancorp, Inc. Stock Compensation Plan
Republic Bancorp, Inc. 1998 Stock Option Plan
(Full title of the plan)
Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Edward D. Herlihy, Esq.
Nicholas G. Demmo, Esq.
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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.
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
| | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
Explanatory Note
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of FirstMerit Corporation (the “Registrant”):
| | • | | File No. 033-57557, pertaining to the registration of 355,311 shares of common stock, without par value (the “Common Stock”), issuable under the 1985 FirstMerit Corporation Stock Plan (CV) and the 1993 FirstMerit Corporation Stock Plan (CV). |
| | • | | File No. 033-63101, pertaining to the registration of 3,000,000 shares of Common Stock issuable under the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan. |
| | • | | File No. 333-66129, pertaining to the registration of 292,834 shares of Common Stock issuable under the Security First 1987 Stock Option and Incentive Plan, Security First 1996 Stock Option and Incentive Plan, and First Kent Financial Corporation 1994 Stock Option Plan. |
| | • | | File No. 333-72287, pertaining to the registration of 930,752 shares of Common Stock issuable under the Signal Amended and Restated Stock Option and Incentive Plan, Signal Non-Employee Director Stock Option Plan, Signal 1997 Omnibus Incentive Plan, First Shenango Bancorp, Inc. 1993 Stock Option Plan, and Summit Bancorp 1989 Stock Incentive Plan. |
| | • | | File No. 333-78953, pertaining to the registration of 6,600,000 shares of Common Stock issuable under the FirstMerit Corporation 1999 Stock Plan, FirstMerit Corporation 1997 Stock Plan, Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan, and Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan. |
| | • | | File No. 333-120446, pertaining to the registration of 4,000,000 shares of Common Stock issuable under the FirstMerit Corporation Amended and Restated 2002 Stock Plan. |
| | • | | File No. 333-138624, pertaining to the registration of 3,000,000 shares of Common Stock issuable under the FirstMerit Corporation 2006 Equity Plan. |
| | • | | File No. 333-156217, pertaining to the registration of 1,100,000 shares of Common Stock issuable under the Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan and Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan. |
| | • | | File No. 333-173628, pertaining to the registration of 4,600,363 shares of Common Stock issuable under the FirstMerit Corporation 2011 Equity Incentive Plan. |
| | • | | File No. 333-175894, pertaining to the registration of 5,000,000 shares of Common Stock issuable under the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan. |
| | • | | File No. 333-189514, pertaining to the registration of 500,000 shares of Common Stock issuable under the Citizens Republic Bancorp 401(k) Plan. |
| | • | | File No. 333-189519, pertaining to the registration of 1,921,426 shares of Common Stock issuable under the Citizens Republic Bancorp, Inc. Stock Compensation Plan and Republic Bancorp, Inc. 1998 Stock Option Plan. |
Pursuant to that certain Agreement and Plan of Merger, dated as of January 25, 2016, by and among Huntington Bancshares Incorporated (“Huntington”), the Registrant, and West Subsidiary Corporation (“Merger Sub”), an Ohio corporation and a wholly owned subsidiary of Huntington, on August 16, 2016, Merger Sub merged with and into the Registrant, with the Registrant continuing as a wholly owned subsidiary of Huntington (the “First Step Merger”), and immediately thereafter, the Registrant merged with and into Huntington, with Huntington continuing as the surviving entity (the “Second Step Merger,” and together with the First Step Merger, the “Mergers”).
In connection with the consummation of the Mergers, the Registrant terminates the Registration Statements and deregisters the remaining securities registered but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 Columbus, Ohio, on August 16, 2016. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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| HUNTINGTON BANCSHARES INCORPORATED |
| As successor by merger to FirstMerit Corporation |
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| By: | | /s/ Richard A. Cheap |
| Name: | | Richard A. Cheap |
| Title: | | Secretary |
