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Maryland
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31-0724920
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of Securities
to be registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.01 par value.
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30,000,000
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$10.86
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$325,800,000
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$37,858
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(1)
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30,000,000 shares of Common Stock, $0.01 par value, have been reserved for issuance under the Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan (the “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.
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(2)
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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 Global Select Market as of August 31, 2015.
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Item 3.
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Incorporation of Documents By Reference.
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1
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Annual Report on Form 10‑K for the fiscal year ended December 31, 2014;
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2
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Quarterly Reports on Form 10‑Q for the quarters ended March 31, 2015 and June 30, 2015;
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3
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Current Reports on Form 8‑K, dated February 24, 2015; March 11, 2015 and April 27, 2015; and
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4
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The description of our common stock, which is registered under Section 12 of the Securities Exchange Act, in our Form 8-A filed with the SEC on April 28, 1967, including any subsequently filed amendments and reports updating such description.
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Item 4.
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Description of Securities
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit
Number
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Exhibit
Description
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4(a)
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Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan, previously filed as Appendix A to Huntington’s Proxy Statement dated March 9, 2015 for its 2015 Annual Meeting of Shareholders, and incorporated herein by reference.
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4(b)
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Articles V, VIII and X of Articles of Restatement of Charter, as amended and supplemented - previously filed as Exhibit 3(i) to Annual Report on Form 10-K for the year ended December 31, 1993, and Exhibit 3(i)(c) to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998, 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.
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5*
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Opinion of Porter, Wright, Morris & Arthur LLP regarding legality.
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23(a)*
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Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith).
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23(b)*
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Consent of Deloitte & Touche LLP.
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24*
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Power of Attorney.
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*
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Filed herewith.
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Item 9.
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Undertakings.
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HUNTINGTON BANCSHARES INCORPORATED
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By:
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/s/ Richard A. Cheap
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Richard A. Cheap, Secretary and General Counsel
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Signature
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Title
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Date
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* Stephen D. Steinour
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Chairman, Chief Executive Officer, President, and Director (Principal Executive Officer)
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September 1, 2015
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Stephen D. Steinour
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* Howell D. McCullough III
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Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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September 1, 2015
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Howell D. McCullough III
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* David S. Anderson
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Executive Vice President and Controller
(Principal Accounting Officer)
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September 1, 2015
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David S. Anderson
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* Ann B. Crane
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Director
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September 1, 2015
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Ann B. Crane
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* Steven G. Elliott
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Director
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September 1, 2015
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Steven G. Elliott
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* Michael J. Endres
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Director
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September 1, 2015
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Michael J. Endres
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* John B. Gerlach, Jr.
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Director
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September 1, 2015
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John B. Gerlach, Jr.
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* Peter J. Kight
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Director
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September 1, 2015
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Peter J. Kight
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* Jonathan A. Levy
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Director
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September 1, 2015
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Jonathan A. Levy
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* Eddie R. Munson
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Director
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September 1, 2015
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Eddie R. Munson
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* Richard W. Neu
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Director
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September 1, 2015
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Richard W. Neu
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* David L. Porteous
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Director
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September 1, 2015
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David L. Porteous
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* Kathleen H. Ransier
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Director
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September 1, 2015
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Kathleen H. Ransier
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*By:
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/s/ Richard A. Cheap
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Richard A. Cheap, attorney-in-fact
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for each of the persons indicated
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Signature
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Title
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/s/ Stephen D. Steinour
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Chairman, Chief Executive Officer, President, and Director (Principal Executive Officer)
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Stephen D. Steinour
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/s/ Howell D. McCullough III
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Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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Howell D. McCullough III
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/s/ David S. Anderson
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Executive Vice President and Controller (Principal Accounting Officer)
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David S. Anderson
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/s/ Ann B. Crane
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Director
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Ann B. Crane
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/s/ Steven G. Elliott
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Director
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Steven G. Elliott
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/s/ Michael J. Endres
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Director
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Michael J. Endres
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/s/ John B. Gerlach, Jr.
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Director
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John B. Gerlach, Jr.
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/s/ Peter J. Kight
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Director
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Peter J. Kight
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/s/ Jonathan A. Levy
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Director
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Jonathan A. Levy
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/s/ Eddie R. Munson
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Director
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Eddie R. Munson
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/s/ Richard W. Neu
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Director
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Richard W. Neu
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/s/ David L. Porteous
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Director
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David L. Porteous
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/s/ Kathleen H. Ransier
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Director
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Kathleen H. Ransier
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