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As filed with the Securities and Exchange Commission on May 16, 2001
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Registration No. 333 - _________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland 31-0724920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address of Registrant's principal executive offices)
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HUNTINGTON BANCSHARES INCORPORATED
2001 STOCK AND LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
----------------------
Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
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)
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Copies of Correspondence to:
Mary Beth M. Clary, Esq.
John B. Pisaris, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be registered Registered (1) Share(2) Price(2) Registration Fee(3)
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Common Stock,
without par value 12,400,000 $14.56 $180,544,000 $33,063
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(1) 12,400,000 shares of Common Stock, without par value, have been reserved
for issuance under the Huntington Bancshares Incorporated 2001 Stock and
Long-Term Incentive Plan (the "Plan"). This Registration Statement shall be
deemed to cover an indeterminate number of additional shares of Common
Stock, without par value, as may be issuable pursuant to future stock
dividends, stock splits or similar transactions.
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
sales prices of our Common Stock as reported on the Nasdaq National
Market as of May 14, 2001.
(3) Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
amount of the registration fee does not include $12,073 previously paid to
the Commission relating to 3,316,896 shares of Common Stock previously
registered pursuant to Form S-8 Registration Statement, Registration No.
33-52553, which remain unissued at the close of business on May 15, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Plan,
specified in Part I will be sent or given to Plan participants as specified by
Rule 428(b)(1). Such documents are not filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Securities and Exchange Commission requires us to "incorporate by
reference" some of our publicly filed documents into this registration
statement, which means that information included in those documents is
considered part of this registration statement. The information incorporated by
reference is an important part of this registration statement and prospectus,
and later information filed with the Securities and Exchange Commission will
automatically update and supersede some of this information. We incorporate by
reference any future filings we make with the Securities and Exchange Commission
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended, until we sell all of the securities offered by the prospectus or
otherwise terminate the offering.
Any statement contained in 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 herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference in this registration
statement modifies or supersedes the 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.
The following documents previously filed by us with the SEC are
incorporated by reference:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 2000;
2. Proxy Statement dated March 5, 2001 in connection with our
35th Annual Meeting of Shareholders;
3. Quarterly Report on Form 10-Q for the quarter ended March 31,
2001; and
4. Current Reports on Form 8-K, dated January 18 (two reports),
April 10, April 17, and April 19, 2001, to report annual
and/or quarterly earnings and certain developments.
In addition, the description of our common stock and the rights issued
under a certain Rights Agreement, dated February 22, 1990, as amended August
16,1995, between us and The Huntington Trust Company, National Association,
which rights are attached to the common stock, that is contained in our Forms
8-A filed with the Securities and Exchange Commission pursuant to Section 12 of
the Exchange Act, a Current Report on Form 8-K dated August 16, 1995, and as the
same may be updated in any amendment or report filed for the purpose of updating
such description, is hereby incorporated by reference. Any person receiving a
copy of this registration statement may obtain, without charge, upon request, a
copy of any of the documents incorporated by reference herein (except for the
exhibits to those documents, unless the exhibits are specifically incorporated
by reference into such documents). You may obtain a copy of each of the
above-listed documents at no cost by calling or writing to us at the following
address:
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Huntington Bancshares Incorporated
Attn: Investor Relations
Huntington Center, HC0635
41 S. High St.
Columbus, Ohio 43287
Telephone requests may be directed to the Huntington Financial Report
Request Line at (888) 480-3164.
Additional information about the Plan and its administrators may be
obtained at no cost by writing or calling us at the following address and phone
number:
Huntington Bancshares Incorporated
Attn: Compensation Manager
Huntington Center, HC0318
41 S. High St.
Columbus, Ohio 43287
(614) 480-4059
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2000, as set forth in their report, which is incorporated by
reference in this registration statement. Our financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
The validity of the shares of our common stock offered by this
registration statement has been passed upon for us by Porter, Wright, Morris &
Arthur LLP, Columbus, Ohio.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation, as amended, provide that we
shall indemnify our officers and directors to the full extent of the general
laws of the State of Maryland now or hereafter in force, including the advance
of expenses to our officers and directors. Our obligation to advance expenses
incurred by our officers and directors as a result of any threatened, pending or
completed action, suit or proceeding, whether it be civil, criminal,
administrative or investigative is subject to the procedures provided by Section
2-418 and other sections of the Maryland general corporation law. Our Articles
of Incorporation, as amended, also provide that we may indemnify our officers
who are not directors to such further extent as shall be authorized by the Board
of Directors, provided that such additional indemnification is consistent with
the law.
Section 2-418 of the Maryland general corporation law provides,
generally, that a corporation may indemnify any officer or director made a party
to any proceeding by reason of his or her service in that capacity against
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by the officer or director in connection with the proceeding, unless it
is proved that the act or omission of the officer or director was material to
the cause of action adjudicated in the proceeding and that such act or omission
was committed in bad faith or was the result of active and deliberate
dishonesty; or the officer or director actually received an improper personal
benefit in money, property, or services; or, in the case of any criminal
proceeding, the officer or director had reasonable cause to believe that the act
or omission was unlawful. Notwithstanding the above, an officer or director may
not be indemnified for any judgments, penalties, fines, settlements or expenses
arising out of any proceeding
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bought by or in the right of the corporation, in which such officer or director
shall have been adjudged liable to the corporation or any judgments, penalties,
fines, settlements or expenses arising out of any proceeding charging improper
receipt of a personal benefit by such officer or director.
The termination of any proceeding by judgment, order, or settlement
does not create a presumption that the officer or director did not meet the
standard of conduct required for such officer or director to be indemnified.
However, the termination of any proceeding by conviction, plea of nolo
contendere or its equivalent, or the entry of an order of probation prior to
judgment, creates a rebuttable presumption that the officer or director did not
meet standard of conduct required for such officer or director to be
indemnified. Indemnification of an officer or director is not permitted unless
authorized for a specific proceeding. Such authorization shall only be given
following a determination (1) by a majority of a quorum of directors not at the
time parties to the proceeding (or a majority of a committee of two or more such
directors designated by the full board); (2) by special legal counsel selected
by the board of directors; or (3) by the stockholders, that indemnification is
permissible because the officer or director met the standard of conduct required
for such officer or director to be indemnified.
The reasonable expenses incurred by an officer or director who is a
party to a proceeding may be paid or reimbursed by the corporation in advance of
the final disposition of the proceeding upon receipt by the corporation of both
a written affirmation by the officer or director of his or her good faith belief
that the standard of conduct necessary for indemnification by the corporation
has been met, and a written undertaking by or on behalf of the officer or
director to repay the amount if it shall be ultimately determined that the
standard of conduct has not been met.
The indemnification and advancement of expenses provided or authorized
by Section 2-418 are not exclusive of any other rights to which an officer or
director may be entitled both as to action in his official capacity and as to
action in another capacity while holding such office.
Pursuant to Section 2-418, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or who, while serving in such capacity, is or was
at the request of the corporation serving as a director, officer, partner,
trustee, employee, or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against and incurred by such
person in any of those capacities or arising out of such person's position,
regardless of whether or not the corporation would have the power to indemnify
against liability under Section 2-418. A corporation may provide similar
protection, including a trust fund, letter of credit, or surety bond, so long as
the form of such protection is not inconsistent with Section 2-418.
Additionally, a subsidiary or an affiliate of the corporation may provide the
insurance or similar protection.
Subject to certain exceptions, our directors and officers and our
affiliates are insured to the extent of 100% of loss up to a maximum of
$35,000,000 (subject to certain deductibles) in each policy year because of any
claim or claims made against them by reason of their wrongful acts while acting
in their capacities as such directors or officers and up to a maximum of
$10,000,000 (subject to certain deductibles) in each policy year because of any
claim or claims made against them by reason of their wrongful acts while acting
in their capacities as fiduciaries in the administration of certain of our
employee benefit programs. We are insured, subject to certain retentions and
exceptions, to the extent we shall have indemnified our directors and officers
for such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit Exhibit
Number Description
- ------ -----------
4(a) Huntington Bancshares Incorporated 2001 Stock and Long-Term
Incentive Plan effective as of February 21, 2001 (Filed as
Exhibit 10(r) to Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, and incorporated herein by reference.)
4(b) Articles V, VIII and X of Articles of Restatement of Charter,
as amended and supplemented (Exhibit 3(i) to Annual Report on
Form 10-K for the year ended December 31, 1993, and Exhibit
3(i)(b) to Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by
reference). Instruments defining the rights of holders of
long-term debt will be furnished to the Securities and
Exchange Commission upon request.
4(c) Rights Plan, dated February 22, 1990, between Huntington
Bancshares Incorporated and The Huntington Trust Company,
National Association (Exhibit 1 to Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission on
February 22, 1990, and incorporated herein by reference).
4(d) Amendment No. 1 to the Rights Agreement, dated August 16, 1995
(Exhibit 4(b) to Form 8-K, dated August 16, 1995, and
incorporated herein by reference).
5* Opinion of Porter, Wright, Morris & Arthur regarding legality.
23 (a)* Consent of Porter, Wright Morris & Arthur (included in
Exhibit 5 filed herewith).
23(b)* Consent of Ernst & Young.
24* Powers of Attorney.
*Filed herewith.
ITEM 9. UNDERTAKINGS
We hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or
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Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Huntington
Bancshares Incorporated 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 Columbus, State of Ohio, on May 16, 2001.
HUNTINGTON BANCSHARES INCORPORATED
By:/s/ Richard A. Cheap
---------------------------------------
Richard A. Cheap, Secretary and General Counsel
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
--------- ----- ----
*Frank Wobst Chairman )
- -------------------------------- )
Frank Wobst )
)
*Thomas E. Hoaglin President, Chief Executive Officer, )
- -------------------------------- and Director (principal executive officer )
Thomas E. Hoaglin )
)
*Michael J. Mcmennamin Vice Chairman and Chief Financial Officer )
- -------------------------------- (principal financial and )
Michael J. McMennamin (principal accounting officer )
)
)
*Don M. Casto, III Director )
- -------------------------------- )
Don M. Casto, III )
)
*Don Conrad Director )
- -------------------------------- )
Don Conrad )
) May 16, 2001
*John B. Gerlach, Jr. Director )
- -------------------------------- )
John B. Gerlach, Jr. )
)
*Patricia T. Hayot Director )
- -------------------------------- )
Patricia T. Hayot )
)
*Wm. J. Lhota Director )
- -------------------------------- )
Wm. J. Lhota )
)
*Robert H. Schottenstein Director )
- -------------------------------- )
Robert H. Schottenstein )
)
*George A. Skestos Director )
- -------------------------------- )
George A. Skestos )
)
*Lewis R. Smoot Director )
- -------------------------------- )
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Lewis R. Smoot )
)
*Timothy P. Smucker Director ) May 16, 2001
- -------------------------------- )
Timothy P. Smucker )
)
*By /s/ Richard A. Cheap
--------------------
Richard A. Cheap, attorney-in-fact
for each of the persons indicated
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Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUNTINGTON BANCSHARES INCORPORATED
EXHIBITS
10
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------ ----------- ------
4(a) Huntington Bancshares Incorporated 2001 Stock and Long-Term
Incentive Plan, effective as of February 21, 2001 (Filed as
Exhibit 10(r) to Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, and incorporated herein by reference.)
4(b) Articles V, VIII and X of Articles of Restatement of Charter,
as amended and supplemented (Exhibit 3(i) to Annual Report on
Form 10-K for the year ended December 31, 1993, and Exhibit
3(i)(b) to Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by
reference). Instruments defining the rights of holders of
long-term debt will be furnished to the Securities and
Exchange Commission upon request.
4(c) Rights Plan, dated February 22, 1990, between Huntington
Bancshares Incorporated and The Huntington Trust Company,
National Association (Exhibit 1 to Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission on
February 22, 1990, and incorporated herein by reference).
4(d) Amendment No. 1 to the Rights Agreement, dated August 16, 1995
(Exhibit 4(b) to Form 8-K, dated August 16, 1995, and
incorporated herein by reference).
5* Opinion of Porter, Wright, Morris & Arthur regarding legality.
23 (a)* Consent of Porter, Wright Morris & Arthur (included in Exhibit
5 filed herewith).
23(b)* Consent of Ernst & Young.
24* Powers of Attorney.
*Filed herewith.