UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 2009
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of registrant as specified in its charter)
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| Maryland
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1-34073
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31-0724920 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| Huntington Center |
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| 41 South High Street |
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| Columbus, Ohio
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43287 |
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| (Address of principal executive
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(Zip Code) |
| Office) |
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Registrant’s telephone number, including area code (614) 480-8300
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
On September 18, 2009, Huntington Bancshares Incorporated (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. (“Goldman Sachs”),
on behalf of themselves and the several underwriters specified therein (the “Underwriters”), with
respect to the sale of 95,238,000 shares of common stock, par value $0.01, of the Company (“Common
Stock”) to the Underwriters in connection with a public underwritten offering. Pursuant to the
Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 14,285,700
additional shares of Common Stock, which the Underwriters exercised in full. On September 23,
2009, the Company completed the sale of the 109,523,700 shares of Common Stock to the Underwriters.
The public underwritten offering is more fully described in a prospectus supplement, filed
with the Securities and Exchange Commission (the “Commission”) on September 18, 2009, to the
accompanying prospectus filed with the Commission on January 13, 2009, as part of the Company’s
Registration Statement on Form S-3ASR (File No. 333-156700) (the “Registration Statement”). A copy
of the Underwriting Agreement is included as Exhibit 1.1 hereto and is incorporated herein by
reference. The foregoing description of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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Exhibit 1.1
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Underwriting Agreement, dated September 18, 2009, between Huntington
Bancshares Incorporated and Goldman, Sachs & Co., on behalf of
themselves and the several underwriters specified therein. |
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