As filed with the Securities and Exchange Commission on February 3, 2025
Registration No. 333-06219
Registration No. 333-06233
Registration No. 333-72174
Registration No. 333-125089
Registration No. 333-181481
Registration No. 333-211507
Registration No. 333-231711
Registration No. 333-238555
Registration No. 333-279634
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-06219
FORM S-8 REGISTRATION STATEMENT NO. 333-06233
FORM S-8 REGISTRATION STATEMENT NO. 333-72174
FORM S-8 REGISTRATION STATEMENT NO. 333-125089
FORM S-8 REGISTRATION STATEMENT NO. 333-181481
FORM S-8 REGISTRATION STATEMENT NO. 333-211507
FORM S-8 REGISTRATION STATEMENT NO. 333-231711
FORM S-8 REGISTRATION STATEMENT NO. 333-238555
FORM S-8 REGISTRATION STATEMENT NO. 333-279634
UNDER
THE SECURITIES ACT OF 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 42-1405748 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | 1800 Larimer Street, Suite 1800
Denver, Colorado 80202 | |
(Address, including zip code, of registrant’s principal executive offices) |
Heartland Financial USA, Inc. Employee Stock Purchase Plan
Heartland Financial USA, Inc. 1993 Stock Option Plan
Heartland Financial USA, Inc. 2001 Director Short Term Stock Incentive Plan
Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan
Heartland Financial USA, Inc. 2006 Employee Stock Purchase Plan
Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan
Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan, as Amended and Restated
Heartland Financial USA, Inc. 2016 Employee Stock Purchase Plan
Heartland Financial USA, Inc. Deferred Compensation Plan
Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan
Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan
(Full titles of the plans)
Megan Mercer
Senior Vice President and Deputy General Counsel
UMB Financial Corporation
1010 Grand Avenue
Kansas City, Missouri 64106
(816) 860-7000
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Lee Hochbaum, Esq.
Jennifer Conway, Esq.
Davis Polk & Wardell LLP
450 Lexington Avenue New York, New York 10017
(212) 450-4000
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 | ☒ | | 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. ☐
DEREGISTRATION OF SECURITIES
Heartland Financial USA, Inc., a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the “Post-Effective Amendments”) to terminate all offerings under the following Registration Statements on Form S-8 (the “Registration Statements”) and to withdraw and deregister all shares of common stock, par value $1.00 per share, of the Registrant (the “Shares”), previously registered under the Registration Statements, together with any and all plan interests and other securities registered thereunder:
| · | Registration Statement No. 333-06219, filed on June 18, 1996, relating to the registration of 200,000 Shares issuable under the Heartland Financial USA, Inc. Employee Stock Purchase Plan; |
| · | Registration Statement No. 333-06233, filed on June 18, 1996, relating to the registration of 600,000 Shares issuable under the Heartland Financial USA, Inc. 1993 Stock Option Plan; |
| · | Registration Statement No. 333-72174, filed on October 24, 2001, relating to the registration of 150,000 Shares issuable under the Heartland Financial USA, Inc. 2001 Director Short Term Stock Incentive Plan; |
| · | Registration Statement No. 333-125089, filed on May 20, 2005, relating to the registration of (a) 1,000,000 Shares issuable under the Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan and (b) 500,00 Shares issuable under the Heartland Financial USA, Inc. 2006 Employee Stock Purchase Plan; |
| · | Registration Statement No. 333-181481, filed on May 17, 2012, relating to the registration of 500,000 Shares issuable under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan; |
| · | Registration Statement No. 333-211507, filed on May 20, 2016, relating to the registration of (a) 400,000 Shares issuable under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan, as Amended and Restated and (b) 500,00 Shares issuable under the Heartland Financial USA, Inc. 2016 Employee Stock Purchase Plan; |
| · | Registration Statement No. 333-231711, filed on May 23, 2019, relating to the registration of the unsecured obligations of the Registrant to pay up to $40,000,000 of deferred compensation from time to time in the future in accordance with the terms of the Heartland Financial USA, Inc. Deferred Compensation Plan; |
| · | Registration Statement No. 333-238555, filed on May 21, 2020, relating to the registration of (a) 1,265,000 Shares that may be issued pursuant to the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”) and (b) an additional 195,000 Shares that were available for issuance or subject to awards outstanding under prior stock incentive plans of the Registrant that may be reissued in connection with the new awards made pursuant to the 2020 LTIP; and |
| · | Registration Statement No. 333-279634, filed on May 22, 2024, relating to the registration of 1,000,000 Shares issuable under the Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan. |
On January 31, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 28, 2024, by and among the Registrant, UMB Financial Corporation, a Missouri corporation (“UMB”) and Blue Sky Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of UMB (“Merger Sub”), (a) Merger Sub merged with and into the Registrant (the “Merger”) with the Registrant being the surviving corporation (the “Surviving Entity”) and (b) immediately following the Merger and as part of a single, integrated transaction, the Surviving Entity merged with and into UMB (the “Second Step Merger” and, together with the Merger, the “Mergers”), with UMB being the surviving corporation.
As a result of the Mergers, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered under the Registration Statements which remain unsold at the termination of the offerings, the Registrant hereby removes from registration by means of these Post-Effective Amendments all such securities registered under the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on this 3rd day of February, 2025.
| | UMB FINANCIAL CORPORATION, as successor
by merger to HEARTLAND FINANCIAL USA, INC |
| | | |
| | | |
| | By: | /s/ Ram Shankar |
| | Name: | Ram Shankar |
| | Title: | Chief Financial Officer |
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
