As filed with the Securities and Exchange Commission on May 2, 2011
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
(State or other jurisdiction
of incorporation or organization) 		  31-0724920
(I.R.S. Employer
Identification No.)
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address, including zip code, of principal executive offices)
 
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust
(Full title of the Plan)
 
Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-8300
(Name, address, and telephone number,
including area code, of agent for service)
 
Copies of Correspondence to:
Mary Beth M. Clary, Esq.
Erin F. Siegfried, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company o
 
Calculation of Registration Fee
                                             
 
                  Proposed     Proposed        
                  Maximum     Maximum        
        Amount to be     Offering Price     Aggregate     Amount of  
  Title of Securities to be registered     Registered (1)(2)     Per Share (3)     Offering Price (3)     Registration Fee  
 
Common Stock, $0.01 par value, to be issued under the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust
      500,000       $ 6.705       $ 3,352,500       $ 390    
 
     
(1)  
Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock that become issuable under the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust by reason of any future stock dividends, stock splits or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
(2)  
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, 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 April 27, 2011.
 
 

 

 

INTRODUCTION
A total of 386,052 shares of our common stock were registered in connection with the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust by Form S-8 Registration Statement, Registration No. 33-44208 (the “1991 Form S-8”). The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust was amended and restated on October 22, 2007, effective January 1, 2005, and amended by a First Amendment to the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust effective March 6, 2009. A total of 500,000 additional shares of our common stock were registered for issuance under the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust as amended by Form S-8 Registration Statement, Registration No. 333-158335 (the “2009 Form S-8”). The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust was further amended effective May 1, 2010. We are registering additional shares of common stock for issuance under the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, as amended. The contents of the 1991 Form S-8 and the 2009 Form S-8 are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Plan specified in Part I will be sent or given to Plan participants as specified by Rule 428(b)(1). Such documents are not filed as part of this Registration Statement in accordance with the Note to Part I of the Form S-8 Registration Statement.
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, 2010;
 
  2.  
Proxy Statement filed on March 9, 2011, in connection with our 2011 Annual Meeting of Shareholders;
 
  3.  
Quarterly Report on Form 10-Q for the quarter ended March 31, 2011;
 
  4.  
Current Reports on Form 8-K filed on January 12, 2011 and April 27, 2011; and
 
  5.  
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.
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

II-1

 

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.
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 May 2, 2011.
             
    HUNTINGTON BANCSHARES INCORPORATED    
 
           
 
  By   /s/ Richard A. Cheap
 
Richard A. Cheap, Secretary and General Counsel 		   
Pursuant to the requirements of the Securities Act of 1933, the trustee of the Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust has duly caused this Registration Statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on May 2, 2011.
             
    THE HUNTINGTON NATIONAL BANK    
 
           
 
  By   /s/ Kathleen A. Chapin
 
Kathleen A. Chapin, Vice President 		   
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, Chief Executive Officer, 
President, and Director (Principal
Executive Officer) 		  )
)
)
 
       
/s/ Donald R. Kimble*
 
Donald R. Kimble
  Chief Financial Officer, Senior 
Executive Vice President, and
Treasurer (Principal Financial Officer) 		  )
)
)
 
       
/s/ David S. Anderson*
 
David S. Anderson
  Executive Vice President and 
Controller (Principal Accounting Officer) 		  )
)

II-2

 

         
Signature   Title   Date
 
       
/s/ Don M. Casto, III*
 
Don M. Casto, III
  Director    )          May 2, 2011
)
 
       
/s/ Ann B. Crane*
 
Ann B. Crane
  Director    )
)
 
       
/s/ Steven G. Elliott*
 
Steven G. Elliott
  Director    )
)
 
       
/s/ Michael J. Endres*
 
Michael J. Endres
  Director    )
)
 
       
/s/ John B. Gerlach, Jr.*
 
John B. Gerlach, Jr.
  Director    )
)
 
       
/s/ D. James Hilliker
 
D. James Hilliker
  Director    )
)
 
       
/s/ David P. Lauer*
 
David P. Lauer
  Director    )
)
 
       
/s/ Jonathan A. Levy*
 
Jonathan A. Levy
  Director    )
)
 
       
/s/ Gerard P. Mastroianni*
 
Gerard P. Mastroianni
  Director    )
)
 
       
/s/ Richard W. Neu*
 
Richard W. Neu
  Director    )
)
 
       
/s/ David L. Porteous*
 
David L. Porteous
  Director    )
)
 
       
/s/ Kathleen H. Ransier*
 
Kathleen H. Ransier
  Director    )
)
 
       
/s/ William R. Robertson*
 
William R. Robertson
  Director    )
)
         
*By:
  /s/ Richard A. Cheap
 
Richard A. Cheap, attorney-in-fact 		   
 
  for each of the persons indicated    

II-3

 

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
         
Exhibit   Exhibit
Number   Description
       
 
  4(a)  
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, Amended and Restated Effective January 1, 2005 and as Amended Effective March 15, 2009 and May 1, 2010, previously filed as Appendix A to Huntington’s Proxy Statement dated March 7, 2011 for its 2011 Annual Meeting of Shareholders.
       
 
  4(b)  
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.
       
 
  5 *  
Opinion of Porter, Wright, Morris & Arthur LLP regarding the legality of the Common Stock being registered pursuant hereto.
       
 
  23(a) *  
Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith).
       
 
  23(b) *  
Consent of Deloitte & Touche LLP.
       
 
  24 *  
Power of Attorney.
     
*  
Filed herewith.

 

Exhibit 5
May 2, 2011
Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287
         
 
  Re:   Registration Statement on Form S-8
Huntington Bancshares Incorporated Supplemental Stock Purchase and Tax Savings Plan and Trust(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 500,000 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 consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 18, 2011, relating to the consolidated financial statements of Huntington Bancshares Incorporated and subsidiaries and the effectiveness of Huntington Bancshares Incorporated and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Huntington Bancshares Incorporated for the year ended December 31, 2010.
/s/ Deloitte & Touche LLP
Columbus, Ohio
May 2, 2011

 

Exhibit 24
POWER OF ATTORNEY
(Re: Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust)
Each director and officer of Huntington Bancshares Incorporated (the “Corporation”), whose signature appears below, hereby appoints Richard A. Cheap, Stephen D. Steinour, and Donald R. Kimble, 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 an additional 500,000 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 Supplemental Stock Purchase and Tax Savings Plan and Trust, along with an indeterminate amount of plan interests thereunder, 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 21, 2011.
DIRECTORS/OFFICERS:
     
Signature   Title
 
   
/s/ Stephen D. Steinour
 
Stephen D. Steinour
  Chairman, Chief Executive Officer, President, and Director
(Principal Executive Officer)
 
   
/s/ Donald R. Kimble
 
Donald R. Kimble
  Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
 
   
/s/ David S. Anderson
  Executive Vice President and Controller
 
   
David S. Anderson
  (Principal Accounting Officer)
 
   
/s/ Don M. Casto III
 
Don M. Casto III
  Director 
 
   
/s/ Ann B. Crane
 
Ann B. Crane
  Director 
 
   
/s/ Steven G. Elliott
 
Steven G. Elliott
  Director 
 
   
/s/ Michael J. Endres
 
Michael J. Endres
  Director 

 

 

     
Signature   Title
 
   
/s/ John B. Gerlach, Jr.
 
John B. Gerlach, Jr.
  Director 
 
   
/s/ D. James Hilliker
 
D. James Hilliker
  Director 
 
   
/s/ David P. Lauer
 
David P. Lauer
  Director 
 
   
/s/ Jonathan A. Levy
 
Jonathan A. Levy
  Director 
 
   
/s/ Gerard P. Mastroianni
 
Gerard P. Mastroianni
  Director 
 
   
/s/ Richard W. Neu
 
Richard W. Neu
  Director 
 
   
/s/ David L. Porteous
 
David L. Porteous
  Director 
 
   
/s/ Kathleen H. Ransier
 
Kathleen H. Ransier
  Director 
 
   
/s/ William R. Robertson
 
William R. Robertson
  Director