AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2006
REGISTRATION NO. 333-113639
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO
FORM S-4
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
614-480-8300
(Address of principal executive offices)
UNB Corp. 1987 Stock Option and Performance Unit Plan
UNB Corp. 1997 Stock Option Plan
BancFirst Ohio Corp. 1997 Omnibus Stock Incentive Plan
(Full title of the Plans)
RICHARD A. CHEAP, ESQ.
GENERAL COUNSEL AND SECRETARY
HUNTINGTON BANCSHARES INCORPORATED
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (614) 480-8300
CALCULATION OF REGISTRATION FEE
============== =============== ================ ================ ===============
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT OF MAXIMUM MAXIMUM
SECURITIES SHARES TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED PRICE OFFERING REGISTRATION
REGISTERED (1)(2) PER SHARE(3) PRICE(3) FEE (3)
-------------- --------------- ---------------- ---------------- ---------------
Common stock,
without
par value..... 654,958 shares N/A N/A N/A
(1) The number of shares registered is based on an estimate of the maximum
number of shares of common stock of Huntington Bancshares Incorporated
("Huntington") issuable under the UNB Corp. 1987 Stock Option and
Performance Unit Plan, UNB Corp. 1997 Stock Option Plan and BancFirst Ohio
Corp. 1997 Omnibus Stock Incentive Plan (collectively, the "Plans").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover an
indeterminate number of additional shares that may become issuable as a
result of stock splits, stock dividends or similar transactions pursuant
to the anti-dilution provisions of the Plans.
(3) The proposed maximum offering price was calculated and the fee was
previously paid in connection with the filing with the U.S. Securities and
Exchange Commission (the "SEC") of the Registration Statement on Form S-4
of Huntington (File No. 333-113639) on March 16, 2004.
-2-
INTRODUCTORY STATEMENT
Huntington Bancshares Incorporated, a Maryland corporation
("Huntington" or the "Registrant"), hereby amends its Registration Statement on
Form S-4 (File No. 333-113639), as filed on March 16, 2004, and amended as of
April 8, 2004 (the "Form S-4"), by filing this Post-Effective Amendment No. 1 on
Form S-8 relating to shares of common stock, without par value, that are
issuable by Huntington upon the exercise of stock options granted under the UNB
Corp. 1987 Stock Option and Performance Unit Plan, UNB Corp. 1997 Stock Option
Plan and BancFirst Ohio Corp. 1997 Omnibus Stock Incentive Plan (collectively,
the "Plans"). All such shares of Huntington common stock were originally
registered on the Form S-4.
On March 1, 2006, Unizan Financial Corp. ("Unizan") merged
with and into Huntington pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 27, 2004, by and between Huntington and
Unizan. Pursuant to the Merger Agreement, at the effective time of the merger,
each share of common stock of Unizan issued and outstanding immediately prior to
the effective time of the merger, subject to certain exceptions, was converted
into the right to receive 1.1424 shares of Huntington common stock, with cash in
lieu of fractional shares. In addition, each option to acquire shares of Unizan
common stock granted pursuant to the Plans that was outstanding and unexercised
immediately prior to the effective time was converted into an option to acquire
shares of Huntington common stock as adjusted to reflect the exchange ratio.
-3-
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to employees and/or directors of the Registrant
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will not be filed with the Securities Exchange Commission (the
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The SEC allows Huntington to incorporate by reference the
information that Huntington discloses in its filings with the SEC. Incorporation
by reference means that Huntington can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that Huntington
files with the SEC will automatically update and supersede this information. The
following documents previously filed by Huntington with the SEC pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference (all documents SEC File No. 000-2525):
(a) Annual Report on Form 10-K for the year ended December 31, 2005;
(b) Current Report on Form 8-K dated March 1, 2006;
(c) The description of Huntington common stock contained in Huntington's
Registration Statement on Form 8-A Registration Statement (File No. 000-2525),
and any amendments thereto filed for the purpose of updating such description.
Any document filed by Huntington pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or that deregisters all the
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such document. Any statement incorporated by reference herein
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 which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or
-4-
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Articles of Incorporation, as amended, provide that it
shall indemnify its directors to the fullest extent under the general laws of
the State of Maryland now or hereafter in force, including the advance of
expenses to directors subject to procedures provided by such laws; its officers
to the same extent it shall indemnify its directors; and its officers who are
not directors to such further extent as shall be authorized by the Board of
Directors and be consistent with Maryland law.
Section 2-418 of the Maryland general corporation law provides, in
substance, that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding, unless it is proved that the act or omission of
the director was material to the cause of action adjudicated in the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty; or the director actually received an improper personal benefit in
money, property, or services; or, in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Notwithstanding the above, a director may not be indemnified in respect of any
proceeding, by or in the right of the corporation, in which such director shall
have been adjudged liable to the corporation or in respect of any proceeding
charging improper receipt of a personal benefit.
Termination of any proceeding by judgment, order, or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct. Termination of any proceeding by conviction, plea of nolo contendere or
its equivalent, or entry of an order of probation prior to judgment, creates a
rebuttable presumption that the director did not meet the requisite standard of
conduct. Indemnification is not permitted unless authorized for a specific
proceeding, after a determination that indemnification is permissible because
the requisite standard of conduct has been met (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.
Section 2-418 provides that a director who has been successful, on the
merits or otherwise, in the defense of any proceeding shall be indemnified
against reasonable expenses incurred by the director in connection with the
proceeding. A court of appropriate jurisdiction upon application of a director
and such notice as the court shall require may order indemnification in the
following circumstances: (1) if it determines a director is entitled to
reimbursement pursuant to a director's success, on the merits or otherwise, in
the defense of any proceeding, the court shall order indemnification, in which
case the director shall be entitled to recover the expenses of securing such
reimbursement; or (2) if it determines that director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, the court
may order such indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the right of the
corporation or in which liability shall have been adjudged in
-5-
the case of a proceeding charging improper personal benefit to the director,
shall be limited to expenses.
The reasonable expenses incurred by a 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 director of his 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 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 a 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 such capacity or arising out of such
person's position, 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,
which is not inconsistent with Section 2-418. A subsidiary or an affiliate of
the corporation may provide the insurance or similar protection.
Maryland corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. Huntington
currently has in effect a directors' and officers' liability insurance policy.
Item 8. Exhibits.
--------
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the
shares of Huntington common stock (contained in the Form S-4 previously
filed on March 16, 2004 to which this Post-Effective Amendment No. 1
relates)
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Ernst & Young LLP*
23.3 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
24.1 Power of Attorney (contained in the Form S-4 previously filed on March
16, 2004 to which this Post-Effective Amendment No. 1 relates)
* Filed herewith
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
-6-
(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;
(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 the 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 a prospectus
filed with the SEC 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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is,
-7-
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the 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, the Registrant will, unless in the opinion of its 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 Securities Act and will be governed by the final
adjudication of such issue.
-8-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-8 and has duly caused this
post-effective amendment no. 1 on Form S-8 to the registration statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Columbus, Ohio, on March 24, 2006.
HUNTINGTON BANCSHARES INCORPORATED
By /s/ Thomas E. Hoaglin
----------------------------------
Name: Thomas E. Hoaglin
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 on Form S-8 to the registration statement on
Form S-4 has been signed below by the following persons in the capacities
indicated on March 24, 2006.
SIGNATURE TITLE
Chairman, President, Chief Executive
/s/ Thomas E. Hoaglin Officer and Director
---------------------------------- (Principal Executive Officer)
Thomas E. Hoaglin
/s/ Donald R. Kimble Executive Vice President,
---------------------------------- Chief Financial Officer and Controller
Donald R. Kimble (Principal Financial and Accounting Officer)
* Director
-----------------------
Raymond J. Biggs
* Director
-----------------------
Don M. Casto III
* Director
-----------------------
Michael J. Endres
* Director
-----------------------
John B. Gerlach Jr.
-9-
* Director
-----------------------
Karen A. Holbrook
* Director
-----------------------
David P. Lauer
* Director
-----------------------
William J. Lhota
* Director
-----------------------
David L. Porteous
Director
-----------------------
Robert H. Schottenstein
* Director
-----------------------
Kathleen H. Ransier
*By: /s/ Richard A. Cheap
----------------------
Richard A. Cheap
as Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the validity
of the shares of Huntington common stock (contained in the
Form S-4 previously filed on March 16, 2004 to which this
Post-Effective Amendment No. 1 relates)
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Ernst & Young LLP*
23.3 Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in the Form S-4 previously
filed on March 16, 2004 to which this Post-Effective
Amendment No. 1 relates)
* Filed herewith.
-10-