As filed with the Securities and Exchange Commission on August 10, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization) | 39 1098068 (I.R.S. Employer Identification No.) |
| 433 Main Street | |
| Green Bay, Wisconsin | 54301 |
| (Address of Principal Executive Offices) | (Zip Code) |
Associated Banc-Corp
401(k) and Employee Stock Ownership Plan
(f/k/a Retirement Savings and Profit Sharing Plan)
(Full title of the plan)
Randall J. Erickson
Executive Vice President, General Counsel & Corporate Secretary
433 Main Street
Green Bay, Wisconsin 54301
(Name and address of agent for service)
(920) 491-7500
(Telephone number, including area code, of agent for service)
With copies to:
C.J. Wauters
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500
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. ¨
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed by Associated Banc-Corp, a Wisconsin corporation, (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”). The information in the Registration Statement on Form S-8 relating to the Associated Banc-Corp 401(k) and Employee Stock Ownership Plan (f/k/a Retirement Savings Plan and Profit Sharing Plan) previously filed by the Registrant pursuant to the Securities Act (Registration No. 33-54658) is hereby incorporated by reference into this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.
Exhibits
| 5.1 | Opinion of counsel as to the legality of the securities being registered is not required because no original issuance securities are to be registered under this Registration Statement. |
| 5.2 | In lieu of an opinion of counsel concerning compliance with requirements of ERISA or an Internal Revenue Service (“IRS”) determination letter that the plans subject hereto are qualified under Section 401 of the Internal Revenue Code, the Registrant hereby undertakes that it has submitted or will submit such plans and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify such plans. |
| 23.1 | Consent of KPMG LLP |
| 24.1 | Powers of Attorney |
| 107 | Filing Fee Table |
SIGNATURES
The Registrant. 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 Green Bay, State of Wisconsin, on August 10, 2023.
| Associated Banc-Corp |
| By: | /s/ Andrew J. Harmening | |
| Andrew J. Harmening | ||
| President and Chief Executive Officer | ||
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/ Andrew J. Harmening | President and Chief Executive Officer | August 10, 2023 | ||
| Andrew J. Harmening | (principal executive officer) | |||
| /s/ Derek S. Meyer | Chief Financial Officer | August 10, 2023 | ||
| Derek S. Meyer | (principal financial officer) | |||
| /s/ Tammy C. Stadler | Chief Accounting Officer | August 10, 2023 | ||
| Tammy C. Stadler | (principal accounting officer) |
Directors:
R. Jay Gerken, Judith P. Greffin, Michael J. Haddad, Andrew J. Harmening, Robert A. Jeffe, Eileen A. Kamerick, Gale E. Klappa, Cory L. Nettles, Karen T. van Lith and John (Jay) B. Williams
| *By: | /s/ Randall J. Erickson | August 10, 2023 |
| Randall J. Erickson | ||
| As Attorney-in-Fact* | ||
*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on August 10, 2023.
| Associated Banc-Corp | ||
| 401(k) and employee stock ownership plan (f/k/a retirement savings and profit sharing plan) | ||
| By: | /s/ Angie M. DeWitt | |
| Angie M. DeWitt | ||
| Chief Human Resources Officer | ||
