As filed with the Securities and Exchange Commission on September __, 2009
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, including zip code, of principal executive offices)
 
Huntington Bancshares Incorporated Amended and Restated 2007 Stock and
Long-Term Incentive Plan
(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 Maximum     Proposed Maximum        
        Amount to be     Offering Price Per     Aggregate Offering     Amount of  
  Title of Securities to be registered     Registered (1)     Share (2)     Price (2)     Registration Fee  
 
Common Stock, $0.01 par value, to be issued under the Huntington Amended and Restated 2007 Stock and Long-Term Incentive Plan
      4,000,000       $ 4.04       $ 16,160,000       $ 901.73    
 
 
(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 Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive Plan by reason of any future stock dividends, stock splits or similar transactions.
 
(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 September 2, 2009.
 
 

 

 

INTRODUCTION
     A total of 12,000,000 shares of our common stock were registered in connection with the Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan by Form S-8 Registration Statement, Registration No. 333-144403 (the “2007 Form S-8”). The Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan was amended and restated, and renamed the Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive Plan, effective as of April 22, 2009. We are registering additional shares of common stock for issuance under the Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive Plan. The contents of the 2007 Form S-8 relating to the Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan 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, 2008;
 
  2.   Proxy Statement dated March 10, 2009, in connection with our 2009 Annual Meeting of Shareholders;
 
  3.   Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;
 
  4.   Current Reports on Form 8-K filed on January 16, 2009, January 22, 2009, January 23, 2009, February 4, 2009, February 18, 2009, March 24, 2009 and March 25, 2009, March 30, 2009, April 6, 2009, April 24, 2009, May 8, 2009, May 21, 2009 (except for the furnished portions), June 5, 2009, June 9, 2009, June 11, 2009, June 12, 2009 (as amended) and September 3, 2009, to report annual and/or quarterly earnings and certain other developments disclosed therein; 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-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.

II-3

 

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 September 4, 2009.
         
  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, 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, Executive Vice President, and Treasurer
(Principal Financial Officer) 		    )
)
) 		     
 
               
/s/ Thomas P. Reed*
 
Thomas P. Reed
  Senior Vice President and Controller 
(Principal Accounting Officer) 		    )
) 		     

II-4

 

                 
Signature   Title     Date
 
               
/s/ Don M. Casto, III*
 
Don M. Casto, III
  Director      )
) 		    September 4, 2009
 
               
/s/ Michael J. Endres*
 
Michael J. Endres
  Director      )
) 		     
 
               
/s/ Marylouise Fennell
 
Marylouise Fennell
  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/ Wm. J. Lhota*
 
Wm. J. Lhota
  Director      )
) 		     
 
               
 
 
Gene E. Little
  Director      )
) 		     
 
               
/s/ Gerard P. Mastroianni*
 
Gerard P. Mastroianni
  Director      )
) 		     
 
               
/s/ David L. Porteous*
 
David L. Porteous
  Director      )
) 		     
 
               
/s/ Kathleen H. Ransier*
 
Kathleen H. Ransier
  Director      )
)
) 		     
         
*By:   /s/ Richard A. Cheap      
  Richard A. Cheap, attorney-in-fact     
  for each of the persons indicated     
 

II-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
     
Exhibit
Number
  Exhibit
Description
 
   
     
4(a)
  Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive Plan, previously filed as Appendix A to Huntington’s Proxy Statement dated March 10, 2009 for its 2009 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
September 4, 2009
Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287
  Re:    Registration Statement on Form S-8
Huntington Bancshares Incorporated Amended and Restated 2007 Stock and 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 4,000,000 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 consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2009 (September 3, 2009 as to Note 24), relating to the consolidated financial statements of Huntington Bancshares Incorporated (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph regarding the change in Segment Information), and our report dated February 23, 2009 on the effectiveness of Huntington Bancshares Incorporated’s internal control over financial reporting, appearing in Huntington Bancshares Incorporated’s Current Report on Form 8-K dated September 3, 2009.
/s/ Deloitte & Touche LLP
Columbus, Ohio
September 8, 2009
Exhibit 24
POWER OF ATTORNEY
(Re: Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive
Plan; Huntington Bancshares Incorporated Deferred Compensation Plan and Trust
for Huntington Bancshares Incorporated Directors; and
Inducement Grants)
     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 4,000,000 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 2007 Stock and Long-Term Incentive Plan; up to 800,000 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 Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors; and up to 1,147,553 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 inducement grants to Kevin Blakely, Stephen D. Steinour, Randall G. Stickler, and Mark E. Thompson, 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 July 22, 2009.
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
  Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
 
   
/s/ Thomas P. Reed
 
Thomas P. Reed
  Senior Vice President and Controller 
(Principal Accounting Officer)
 
   
/s/ Don M. Casto, III
 
Don M. Casto, III
  Director 
 
   
/s/ Michael J. Endres
 
Michael J. Endres
  Director 

 

 

     
Signature   Title
 
   
/s/ Marylouise Fennell
 
Marylouise Fennell
  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/ Wm. J. Lhota
 
Wm. J. Lhota
  Director 
 
   
 
Gene E. Little
  Director 
 
   
/s/ Gerard P. Mastroianni
 
Gerard P. Mastroianni
  Director 
 
   
/s/ David L. Porteous
 
David L. Porteous
  Director 
 
   
/s/ Kathleen H. Ransier
 
Kathleen H. Ransier
  Director