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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2000
REGISTRATION NO. 333-84911
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIFTH THIRD BANCORP
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(Exact name of registrant as specified in its charter)
OHIO 31-0854434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
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(Address of principal executive
offices including zip code)
PEOPLES BANK CORPORATION OF INDIANAPOLIS STOCK OPTION PLAN,
1998 STOCK OPTION PLAN AND DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
Copy To:
PAUL L. REYNOLDS, ESQ. RICHARD G. SCHMALZL, ESQ.
FIFTH THIRD BANCORP H. SAMUEL LIND, ESQ.
38 FOUNTAIN SQUARE PLAZA GRAYDON, HEAD & RITCHEY
CINCINNATI, OHIO 45263 1900 FIFTH THIRD CENTER
(513) 579-5300 511 WALNUT STREET
(513) 744-6757 (FAX) CINCINNATI, OHIO 45202
(Name, address and telephone (513) 621-6464
number, including area code, (513) 651-3836 (FAX)
of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
COMMON STOCK, NO
PAR VALUE PER SHARE 81,439 SHARES N/A N/A N/A(2)
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</TABLE>
(1) This Post-Effective Amendment No. 1 on Form S-8 to Form S-4 covers
81,439 shares of common stock originally registered on the Registration
Statement on Form S-4 to which this Amendment relates. These 81,439
shares of common stock are issuable pursuant to options granted to
certain directors, officers and employees of Peoples Bank Corporation
of Indianapolis, assumed by the Registrant. See "Purpose of Amendment."
(2) The Registrant previously paid $54,362.81 upon the initial filing of
this Registration Statement to register 3,850,000 shares of common
stock issuable to the shareholders of Peoples Bank Corporation of
Indianapolis, including the 81,439 shares of common stock which may be
issued pursuant to exercises of the options described above.
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PURPOSE OF AMENDMENT
The purpose of this Post-Effective Amendment No. 1 is to register,
on Form S-8, 81,439 shares of common stock, no par value per share, of Fifth
Third Bancorp previously registered on Form S-4 (Registration No. 333-84911)
for issuance pursuant to options granted to certain directors, officers and
employees of Peoples Bank Corporation of Indianapolis under its Stock Option
Plan, 1998 Stock Option Plan and Directors Stock Option Plan, pursuant to the
terms and conditions of an Affiliation Agreement dated as of July 12, 1999,
between Fifth Third and Peoples, which provided for the merger of Peoples
with and into Fifth Third. The merger was consummated on November 19, 1999.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of the
registration statement will be provided to each option holder as required by
Rule 428(b)(1). Such documents are not being filed with the SEC in accordance
with the instructions to Form S-8, but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Commission, are
incorporated herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999; and
(2) the description of the Registrant's Common Stock contained in a
registration statement filed under the Securities and Exchange
Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
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such securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code provides that a
corporation may indemnify or agree to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust,
or other enterprise, against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that
his conduct was unlawful. Section 1701.13(E)(2) further specifies that a
corporation may indemnify or agree to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of (a)
any claim, issue, or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the corporation unless, and only to the extent, that
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the court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper, and (b) any action or
suit in which the only liability asserted against a director is pursuant to
Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends
and distribution of assets. In addition, Section 1701.13(E) requires a
corporation to pay any expenses, including attorney's fees, of a director in
defending an action, suit, or proceeding referred to above as they are
incurred, in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director in
which he agrees to both (i) repay such amount if it is proved by clear and
convincing evidence that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation
or undertaken with reckless disregard for the best interests of the
corporation and (ii) reasonably cooperate with the corporation concerning the
action, suit, or proceeding. The indemnification provided by Section
1701.13(E) shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the articles of incorporation
or code of regulations of Fifth Third.
The code of regulations of Fifth Third provides that Fifth Third
shall indemnify each director and each officer of Fifth Third, and each
person employed by Fifth Third who serves at the written request of the
President of Fifth Third as a director, trustee, officer, employee or agent
of another corporation, domestic or foreign, nonprofit or for profit, to the
full extent permitted by Ohio law. Fifth Third may indemnify assistant
officers, employees and others by action of the Board of Directors to the
extent permitted by Ohio law.
Fifth Third carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and
officers of its subsidiaries in certain circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
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<S> <C>
4.1 Second Amended Articles of Incorporation, as amended*
4.2 Code of Regulations*
5.1 Opinion of Counsel employed by Fifth Third Bancorp**
23.1 Consent of Counsel employed by Fifth Third Bancorp (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
</TABLE>
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* Incorporated by reference. See Exhibit Index.
** Previously filed.
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Item 9. UNDERTAKINGS
A. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions referred to
in Item 6, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, 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 Act and will be governed by the
final adjudication of such issue.
B. SUBSEQUENT EXCHANGE OF DOCUMENTS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. OTHER
The undersigned registrant hereby undertakes:
(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 of 1933;
(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 volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the
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low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represented 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 1(i) and 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
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
5
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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 the requirements for filing on Form S-8, and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-84911 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cincinnati, State of Ohio, on April 3, 2000.
FIFTH THIRD BANCORP
/s/ GEORGE A. SCHAEFER, JR.
---------------------------------------
By: George A. Schaefer, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-84911 has
been signed by the following persons in the capacities and on the dates
indicated.
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Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: April 3, 2000
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George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: April 3, 2000
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Neal E. Arnold
Chief Financial Officer, Executive Vice
President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: April 3, 2000
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Roger W. Dean
Controller
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Directors of the Company:
/s/ DARRYL F. ALLEN* Date: April 3, 2000
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Darryl F. Allen
/s/ JOHN F. BARRETT* Date: April 3, 2000
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John F. Barrett
Date:
- --------------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: April 3, 2000
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Thomas B. Donnell
/s/ RICHARD T. FARMER* Date: April 3, 2000
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Richard T. Farmer
/s/ JOSEPH H. HEAD, JR.* Date: April 3, 2000
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Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE* Date: April 3, 2000
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Joan R. Herschede
/s/ ALLEN M. HILL* Date: April 3, 2000
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Allen M. Hill
<PAGE>
Date:
- --------------------------------------
William G. Kagler
/s/ JAMES D. KIGGEN* Date: April 3, 2000
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James D. Kiggen
/s/ JERRY L. KIRBY* Date: April 3, 2000
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Jerry L. Kirby
- -------------------------------------- Date:
Robert L. Koch, II
/s/ MITCHEL D. LIVINGSTON* Date: April 3, 2000
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Mitchel D. Livingston, Ph.D.
/S/ ROBERT B. MORGAN* Date: April 3, 2000
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Robert B. Morgan
/S/ DAVID E. REESE* Date: April 3, 2000
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David E. Reese
Date:
- --------------------------------------
James E. Rogers
/s/ BRIAN H. ROWE* Date: April 3, 2000
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Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: April 3, 2000
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George A. Schaefer, Jr.
<PAGE>
/s/ JOHN J. SCHIFF, JR.* Date: April 3, 2000
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John J. Schiff, Jr.
/s/ DONALD B. SCHACKELFORD* Date: April 3, 2000
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Donald B. Schackelford
/s/ DENNIS J. SULLIVAN, JR.* Date: April 3, 2000
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Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: April 3, 2000
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Dudley S. Taft
- -------------------------------------- Date:
Thomas W. Traylor
- -------------------------------------- Date:
Alton C. Wendzel
* By: /s/ GEORGE A. SCHAEFER, JR.
--------------------------------
George A. Schaefer, Jr.
as attorney-in-fact pursuant
to a power of attorney
previously filed
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
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<S> <C>
4.1 Second Amended Articles of Incorporation, as amended (Filed as an
Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, and incorporated by reference
herein)*
4.2 Code of Regulations (Filed as an Exhibit to the Registrant's
Form S-4, Registration No. 33-63966, and incorporated by
reference herein)*
5.1 Opinion of Counsel employed by Fifth Third Bancorp**
23.1 Consent of Counsel employed by Fifth Third Bancorp (included
in Exhibit 5.1)
23.2 Consent of Deloitte & Touche, LLP
</TABLE>
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* Incorporated by reference.
** Previously filed.
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 333-84911 of Fifth Third
Bancorp on Form S-4 of our report dated January 14, 2000, incorporated by
reference in the Annual Report on Form 10-K of Fifth Third Bancorp for the year
ended December 31, 1999.
Deloitte & Touche LLP
Cincinnati, Ohio
April 4, 2000
