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.

 

2


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.

 

3


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

     

 

4


/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

 

5


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

 

7

Exhibit 5

PORTER, WRIGHT, MORRIS & ARTHUR LLP

41 South High Street

Columbus, Ohio 43215-6194

Telephone: 614/227-2000

Facsimile: 614/227-2100

April 30, 2021

Huntington Bancshares Incorporated

Huntington Center

41 S. High St.

Columbus, Ohio 43287

 

  Re:

Registration Statement on Form S-8

Huntington Bancshares Incorporated 2018 Amended and Restated Long-Term Incentive Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel for Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Huntington with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of 30,000,000 shares of Huntington common stock, $0.01 par value (the “Shares”), to be issued under the Plan.

In connection with this opinion, we have examined such corporate records, documents, and other instruments of the registrant as we have deemed necessary.

Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,
/s/ PORTER WRIGHT MORRIS & ARTHUR LLP
PORTER WRIGHT MORRIS & ARTHUR LLP

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Huntington Bancshares Incorporated of our report dated February 26, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Huntington Bancshares Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
April 30, 2021

Exhibit 23(c)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statement on Form S-8 of Huntington Bancshares Incorporated of our reports dated February 26, 2021, with respect to the consolidated statements of financial condition of TCF Financial Corporation and subsidiaries (the “Corporation”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020, which reports are included in the Form 8-K of Huntington Bancshares Incorporated dated April 30, 2021, which is incorporated by reference in the registration statement.

As discussed in Note 2 to the consolidated financial statements, the Corporation has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

 

/s/ KPMG LLP
Detroit, Michigan
April 30, 2021

Exhibit 24

POWER OF ATTORNEY

(Re: Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan)

Each director and officer of Huntington Bancshares Incorporated (the “Corporation”), whose signature appears below hereby appoints Jana J. Litsey, Stephen D. Steinour, and Zachary Wasserman, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Corporation’s Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, up to 31,900,000 shares of the common stock of the Corporation (as such number of shares may be adjusted from time to time for stock dividends, stock splits, or similar transactions affecting the common stock of the Corporation generally) in connection with the Corporation’s Amended and Restated 2018 Long-Term Incentive Plan, and likewise to sign and file any amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorneys, and to each of them, individually, full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as any of the undersigned could or might do in person, hereby granting to each such attorney-in-fact full power of substitution and revocation and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney, in counterparts if necessary, effective as of April 26, 2021.

DIRECTORS/OFFICERS:

Signature / Title

 

/s/ Stephen D. Steinour

  

Stephen D. Steinour

Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)

  

/s/ Zachary Wasserman

  

Zachary Wasserman

Chief Financial Officer (Principal Financial Officer)

  

/s/ Nancy E. Maloney

  

Nancy E. Maloney

Executive Vice President and Controller (Principal Accounting Officer)

  

/s/ Lizabeth Ardisana

  

Lizabeth Ardisana

  

Director

  

/s/ Alanna Y. Cotton

  

Alanna Y. Cotton

  

Director

  


/s/ Ann B. Crane

 

Ann B. Crane

 

Director

 

/s/ Robert S. Cubbin

 

Robert S. Cubbin

 

Director

 

/s/ Steven G. Elliott

 

Steven G. Elliott

 

Director

 

/s/ Gina D. France

 

Gina D. France

 

Director

 

/s/ J. Michael Hochschwender

 

J. Michael Hochschwender

 

Director

 

/s/ John C. Inglis

 

John C. Inglis

 

Director

 

/s/ Katherine M.A. Kline

 

Katharine M.A. Kline

 

Director

 

/s/ Richard W. Neu

 

Richard W. Neu

 

Director

 

/s/ Kenneth J. Phelan

 

Kenneth J. Phelan

 

Director

 

/s/ David L. Porteous

 

David L. Porteous

 

Director