As filed with the Securities and Exchange Commission on April 30, 2018
Registration No. 333-158867
333-132035
333-86306
333-91519
33-50762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Registration Statement on FormS-8 (FileNo. 333-158867)
Post-Effective Amendment No. 1 to Registration Statement on FormS-8 (FileNo. 333-132035)
Post-Effective Amendment No. 1 to Registration Statement on FormS-8 (FileNo. 333-86306)
Post-Effective Amendment No. 1 to Registration Statement on FormS-8 (FileNo. 333-91519)
Post-Effective Amendment No. 1 to Registration Statement on FormS-8 (FileNo. 33-50762)
SunTrust Banks, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Georgia | | 58-1575035 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(Address of Principal Executive Offices) (Zip Code)
SunTrust Banks, Inc. 401(k) Plan
(Full title of the plan)
Ellen M. Fitzsimmons
Corporate Executive Vice President, General Counsel and Corporate Secretary
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(800)786-8787
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Keith M. Townsend
Zachary L. Cochran
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404)572-4600
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.:
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
SunTrust Banks, Inc., a Georgia corporation (the “Company”), is filing this Post-Effective Amendment to the following Registration Statements on FormS-8 to deregister certain securities originally registered by the Company on its Registration Statements on FormS-8 filed with the Securities and Exchange Commission on April 28, 2009 (FileNo. 333-158867), February 24, 2006 (FileNo. 333-132035), April 16, 2002 (FileNo. 333-86306), November 23, 1999 (FileNo. 333-91519) and August 12, 1992 (FileNo. 33-50762) (collectively, the “Prior Registration Statements”), each of which registered shares of the Company’s common stock, par value $1.00 per share (“common stock”), for offer and sale pursuant to the SunTrust Banks, Inc. 401(k) Plan (the “Plan”) as well as an indeterminate amount of interests in the Plan.
Effective as of February 1, 2016, the Plan ceased offering shares of common stock as an investment option. As a result, and in accordance with undertakings made by the Company in each of the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration 1,358,593 shares of common stock and all interests in the Plan that had been registered under the Prior Registration Statements but that remain unissued as of the date hereof.
SIGNATURE
The Company.Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 30, 2018.
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| SUNTRUST BANKS, INC. |
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| By: | | /s/ William H. Rogers, Jr. |
| | William H. Rogers, Jr. |
| | Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements on FormS-8 has been signed by the following persons in the capacities indicated on the dates indicated as of April 30, 2018.
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Signature | | Title |
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/s/ William H. Rogers, Jr. William H. Rogers, Jr. | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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/s/ L. Allison Dukes L. Allison Dukes | | Corporate Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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/s/ Ryan Richards Ryan Richards | | Senior Vice President, Controller (Principal Accounting Officer) |
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/s/ Agnes Bundy Scanlan Agnes Bundy Scanlan | | Director |
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/s/ Dallas S. Clement Dallas S. Clement | | Director |
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/s/ Paul R. Garcia Paul R. Garcia | | Director |
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/s/ M. Douglas Ivester M. Douglas Ivester | | Director |
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/s/ Donna S. Morea Donna S. Morea | | Director |
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/s/ David M. Ratcliffe David M. Ratcliffe | | Director |
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/s/ Frank P. Scruggs, Jr. Frank P. Scruggs, Jr. | | Director |
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/s/ Bruce L. Tanner Bruce L. Tanner | | Director |
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/s/ Steven C. Voorhees Steven C. Voorhees | | Director |
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/s/ Thomas R. Watjen Thomas R. Watjen | | Director |
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/s/ Dr. Phail Wynn, Jr. Dr. Phail Wynn, Jr. | | Director |
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 30, 2018.
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SUNTRUST BANKS, INC. 401(k) PLAN |
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By: | | /s/ Margaret Callihan |
| | Margaret Callihan |
| | Margaret Callihan on behalf of SunTrust Banks, Inc. as Plan Administrator |
