As filed with the Securities and Exchange Commission on December 13, 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
EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the Plan)
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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
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Common Stock,
without par value. 4,000,000 $16.83 $67,320,000 $16,090
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(1) 4,000,000 shares of Common Stock, without par value, have been reserved for
issuance under the Huntington Bancshares Incorporated Employee Stock
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.
(2) 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
December 7, 2001.
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 allows 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 information subsequently 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, after the date of this Registration Statement
and before the offering of our common stock under the Plan thereby is completed.
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 Commission are
incorporated by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2000, filed with the Commission on March 8, 2001;
2. Definitive Proxy Statement on Schedule 14A filed with the
Commission on March 12, 2001, in connection with our 35th Annual
Meeting of Shareholders;
3. Quarterly Reports on Form 10-Q for the quarter ended March 31,
2000, filed with the Commission on May 15, 2001, for the quarter
ended June 30, 2001, filed with the Commission on August 14, 2001,
and for the quarter ended September 30, 2001, filed with the
Commission on November 14, 2001; and
4. Current Reports on Form 8-K, dated January 18 (two reports), April
10, April 17, April 19, May 22, July 12, July 19, August 16,
September 26, and October 16, 2001, to report annual and/or
quarterly earnings and certain developments.
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In addition, the description of our common stock and the rights issued
under a certain Rights Agreement, dated February 22, 1990, as amended, on August
16, 1995, between us and The Huntington National Bank, as successor to The
Huntington Trust Company, National Association, which rights are attached to the
common stock, as set forth in Exhibit 1 to Registration Statement on Form 8-A
filed with the Securities and Exchange Commission pursuant to Section 12 of the
Exchange Act and 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, are 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). Recipients of this Registration Statement may
obtain a copy of each of the above-listed documents at no cost by calling or
writing to us at the following address:
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
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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 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%
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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.
Item 8. Exhibits.
Exhibit Exhibit
Number Description
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4(a)* Huntington Bancshares Incorporated Employee Stock Incentive Plan
effective as of August 15, 2001.
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 LLP regarding legality.
23 (a)* Consent of Porter, Wright Morris & Arthur LLP (included in Exhibit 5
filed herewith).
23(b)* Consent of Ernst & Young LLP.
24* Powers of Attorney.
*Filed herewith.
Item 9. Undertakings
We hereby undertake:
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(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 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 December 13, 2001.
HUNTINGTON BANCSHARES INCORPORATED
By /s/ Richard A. Cheap
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Richard A. Cheap, Secretary and General
Counsel
By /s/ John D. Van Fleet
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John D. Van Fleet, Senior Vice President
and Controller (principal accounting
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
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*Thomas E. Hoaglin Chairman, President, Chief Executive )
---------------------------- Officer, and Director )
Thomas E. Hoaglin (principal executive officer) )
)
*Michael J. McMennamin Vice Chairman and Chief Financial Officer )
---------------------------- (principal financial officer) )
Michael J. McMennamin )
)
*Don M. Casto, III Director )
---------------------------- )
Don M. Casto, III )
)
*Don Conrad Director )
---------------------------- )
Don Conrad )
) December 13, 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 )
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*Lewis R. Smoot Director )
----------------------------
Lewis R. Smoot )
)
*Timothy P. Smucker Director ) December 13, 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
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
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4(a)* Huntington Bancshares Incorporated Employee Stock Incentive Plan,
effective as of August 15, 2001.
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 LLP regarding legality.
23(a)* Consent of Porter, Wright Morris & Arthur LLP (included in Exhibit
5 filed herewith).
23(b)* Consent of Ernst & Young LLP.
24* Powers of Attorney.
____________________
*Filed herewith.