As filed with the Securities and Exchange Commission on April 30, 2021

Registration No. 333 -            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   31-0724920

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Huntington Center

41 South High Street

Columbus, Ohio 43287

(Address of Registrant’s principal executive offices)

HUNTINGTON BANCSHARES INCORPORATED

AMENDED AND RESTATED

2018 LONG-TERM INCENTIVE PLAN

(Full title of the Plan)

Jana J. Litsey, Esq.

General Counsel

Huntington Bancshares Incorporated

Huntington Center

41 South High Street

Columbus, Ohio 43287

614/480-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of Correspondence to:

Jack Gravelle, Esq.

Porter, Wright, Morris & Arthur LLP

41 South High Street

Columbus, Ohio 43215

 

 

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 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.  ☐

 

 

Calculation of Registration Fee

 

 

 

Title of Securities

to be registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share (2)

 

Proposed

Maximum
Aggregate

Offering Price (2)

  Amount of
Registration Fee

Common Stock,

$0.01 par value.

  30,000,000   $15.12   $453,600,000   $49,487.76

 

 

(1)

An additional 30,000,000 shares of Common Stock, $0.01 par value, have been reserved for issuance under the Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan. This Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock, $0.01 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 Stock Market as of April 26, 2021, which is a date within five business days prior to the date of filing of this Registration Statement.

 

 

 


EXPLANATORY NOTE

This registration statement on Form S-8 of Huntington Bancshares Incorporated (this “Registration Statement”), is being filed to register an additional 30,000,000 shares of common stock, par value $0.01 per share, issuable under the Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan (the “Plan”), which common stock is in addition to the 33,000,000 shares of common stock previously registered by us on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2018 (File No. 333-224665) (the “Prior Registration Statement”).

This Registration Statement relates to the same class of securities as the Prior Registration Statement and is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of common stock under the Plan and except as otherwise set forth in this Registration Statement, are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents By Reference.

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, 2020, filed on February 26, 2021;

 

  2.

Current Reports on Form 8-K, filed January 27, 2021; February  2, 2021; February  9, 2021; March  10, 2021; March  12, 2021; March  26, 2021, April  22, 2021, April  26, 2021, and April 30, 2021; and

 

  3.

The description of our common stock contained in our registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating that description, which was originally filed April  28, 1967 (in paper format), as updated by Exhibit 4.2 to our Form 10-K for the year ended 2020, filed February 26, 2021.

Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

 

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We also incorporate by reference any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, until we file a post-effective amendment which indicates that all of the securities offered by the prospectus have been sold or which deregisters all securities then remaining unsold. 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.

 

Item 8.

Exhibits.

Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement.

 

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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 April 30, 2021.

 

HUNTINGTON BANCSHARES INCORPORATED
By:  

/s/ Jana J. Litsey

  Jana J. Litsey, 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

/s/ Stephen D. Steinour*

Stephen D. Steinour

  

Chairman, President, Chief Executive Officer, and Director

(Principal Executive Officer)

   April 30, 2021

/s/ Zachary Wasserman*

   Chief Financial Officer    April 30, 2021

Zachary Wasserman

   (Principal Financial Officer)   

/s/ Nancy E. Maloney*

Nancy E. Maloney

  

Executive Vice President and Controller

(Principal Accounting Officer))

   April 30, 2021

/s/ Lizabeth Ardisana*

   Director    April 30, 2021

Lizabeth Ardisana

     

/s/ Alanna Y. Cotton*

   Director    April 30, 2021

Alanna Y. Cotton

     

/s/ Ann B. Crane*

   Director    April 30, 2021

Ann B. Crane

     

/s/ Robert S. Cubbin*

   Director    April 30, 2021

Robert S. Cubbin

     

/s/ Steven G. Elliott*

   Director    April 30, 2021

Steven G. Elliott

     

/s/ Gina D. France*

   Director    April 30, 2021

Gina D. France

     

/s/ J. Michael Hochschwender*

   Director    April 30, 2021

J. Michael Hochschwender

     

 

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/s/ John C. Inglis*

John C. Inglis

   Director    April 30, 2021

/s/ Katharine M.A. Kline*

   Director    April 30, 2021

Katharine M.A. Kline

     

/s/ Richard W. Neu*

   Director    April 30, 2021

Richard W. Neu

     

/s/ Kenneth J. Phelan*

   Director    April 30, 2021

Kenneth J. Phelan

     

/s/ David L. Porteous*

   Director    April 30, 2021

David L. Porteous

     

 

*By:  

/s/ Jana J. Litsey

  Jana J. Litsey, 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

 

          Incorporated by Reference   

Filed or

Furnished

No.    Exhibit Description    Form    Date
Filed
   Number    Herewith
4(a)    Amended and Restated 2018 Long-Term Incentive Plan    DEF 14A    3/12/21    Appendix B   
4(b)    Instruments defining the Rights of Security Holders — reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.            
5    Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.             Filed
23(a)    Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 herewith).             Filed
23(b)    Consent of PricewaterhouseCoopers LLP.             Filed
23(c)    Consent of KPMG LLP             Filed
24    Power of Attorney             Filed

 

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