<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 33-44208
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland 31-0724920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address of Registrant's principal executive offices)
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HUNTINGTON SUPPLEMENTAL
STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
(Full title of the Plan)
--------------------
Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-4647
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
Copies of Correspondence to:
Mary Beth M. Clary, Esq.
John B. Pisaris, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
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<PAGE>
INTRODUCTION
On November 19, 1997, the Board of Directors of Huntington Bancshares
Incorporated (the "Corporation") amended the Huntington Supplemental Stock
Purchase and Tax Savings Plan and Trust (the "Plan"). A copy of the amendment
to the Plan is being filed as an exhibit to this Post-Effective Amendment No. 1
to Form S-8.
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 employees 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 NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by the Corporation pursuant to Sections 13(a), 14
or 15(d) of the Exchange Act are hereby incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997, as
filed with the Commission on February 20, 1998;
2. Proxy Statement for the Annual Meeting of Shareholders held on April
23, 1998, as filed with the Commission on February 18, 1998;
3. Current Reports on Form 8-K, dated January 14, 1998, filed with the
Commission on January 20, 1998, and March 16, 1998, filed with the
Commission on March 16, 1998, each to report annual and or quarterly
earnings and/or certain developments; and
In addition, the description of the rights issued under a certain Rights
Agreement, dated February 22, 1990, as amended August 16, 1995, between the
Corporation and The Huntington National Bank, as successor Rights Agent, which
rights are attached to all shares of the Corporation's Common Stock, that is
contained in the Corporation's Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, and the
Corporation's Current Report on Form 8-K, dated August 16, 1995, and as the same
may be updated in any amendment or report filed for the purpose of updating such
description, is incorporated by this reference.
All other documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement incorporated by
reference herein 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
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<PAGE>
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such 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.
The contents of the Form S-8 Registration Statement previously filed with
the Commission by the Registrant on November 26, 1991, are hereby incorporated
by reference herein.
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<PAGE>
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 of the
requirements for filing on Form S-8 and has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on March 24, 1998.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Ralph K. Frasier
-----------------------------------------------
Ralph K. Frasier, 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
--------- ----- ----
*Frank Wobst Chairman and Chief Executive )
- ------------------------- Officer (principal )
Frank Wobst executive officer) )
)
)
)
*Zuheir Sofia President, Chief Operating )
- ------------------------- Officer, Treasurer and )
Zuheir Sofia Director )
)
)
*Gerald R, Williams Executive Vice President )
- ------------------------- and Chief Financial Officer )
Gerald R. Williams (principal financial and )
principal accounting officer) )
)
)
*Don M. Casto, III Director ) March 24, 1998
- ------------------------- )
Don M. Casto, III )
)
)
)
*Don Conrad Director )
- ------------------------- )
Don Conrad )
)
)
)
Director )
- ------------------------- )
Patricia T. Hayot )
)
)
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<PAGE>
)
*Wm. J. Lhota Director )
- ------------------------- )
Wm. J. Lhota )
)
)
Director )
- ------------------------- )
Robert A. Schottenstein )
)
)
Director )
- ------------------------- )
George A. Skestos )
)
)
Director ) March 24, 1998
- ------------------------- )
Lewis R. Smoot )
)
)
*Timothy P. Smucker Director )
- ------------------------- )
Timothy P. Smucker )
)
)
)
*William J. Williams Director )
- ------------------------- )
William J. Williams )
*By: /s/ Ralph K. Frasier
------------------------------------
Ralph K. Frasier, attorney-in-fact
for each of the persons indicated
Pursuant to the requirements of the Securities Act of 1933, the trustee of
the Plan 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 March 24, 1998.
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND TAX
SAVINGS PLAN AND TRUST
BY: THE HUNTINGTON NATIONAL BANK, TRUSTEE
By: /s/ Kathleen Chapin
-------------------------------------
Its: Vice President
------------------------------------
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<PAGE>
Registration No. 33-44208
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUNTINGTON BANCSHARES INCORPORATED
EXHIBITS
<PAGE>
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------ ----------- ------
4(a) * Huntington Supplemental Stock Purchase and
Tax Savings Plan and Trust.
4(b) ** First Amendment to the Huntington
Supplemental Stock Purchase and Tax Savings
Plan and Trust, dated November 19, 1997.
4(c) Articles V, VIII and X of Articles of
Restatement of Charter, as amended and
supplemented (Exhibit 3(i) to Annual Report
on Form 10-K for the year ended
December 31, 1993, and Exhibit 3(i)(b) to
Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996, 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.
4(d) Rights Plan, dated February 22, 1990,
between Huntington Bancshares Incorporated
and The Huntington Trust Company, National
Association (Exhibit 1 to Registration
Statement on Form 8-A, filed with the
Securities and Exchange Commission on
February 22, 1990, and incorporated herein
by reference).
4(e) Amendment No. 1 to the Rights Agreement,
dated August 16, 1995 (Exhibit 4(b) to
Form 8-K, dated August 16, 1995, and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur
regarding legality.
24 (a) Consent of Porter, Wright Morris & Arthur
(included in Exhibit 5 filed herewith).
24(b) ** Consent of Ernst & Young.
24(c) ** Consent of BDO Seidman, L.L.P.
25(a) * Powers of Attorney.
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* Previously Filed
** Filed with this Registration Statement
<PAGE>
FIRST AMENDMENT
TO THE
HUNTINGTON SUPPLEMENTAL
STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
Pursuant to the authority granted under Section 8.1 of the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust (the "Plan"),
Huntington Bancshares Incorporated hereby amends the Plan as follows effective
as stated herein.
Effective January 1, 1998:
1. Section 1.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
1.2.
"SECTION 1.2. PURPOSE OF THE PLAN. The purpose of this Plan is
to provide a supplemental savings program for Eligible Employees
of Huntington Bancshares Incorporated and its related companies
who are unable to make important contributions to the Huntington
Stock Purchase and Tax Savings Plan because the Employees have
made the maximum elective deferrals under Internal Revenue Code
Section 402(g) or the maximum elective contributions under the
terms of the Huntington Stock Purchase and Tax Savings Plan."
2. Section 2.3 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
2.3:
"SECTION 2.3 ELIGIBLE EMPLOYEE shall mean, for any Plan year, a
person employed by an Employer who is a Participant in the
Qualified Plan and who is determined by the Compensation and
Stock Option Committee of the Company's Board of Directors to be
a member of a select group of management or highly compensated
employees and who is designated by the Compensation and Stock
Option Committee of the Company's Board of Directors to be an
Eligible Employee under the Plan. Any Employee who was a
Participant on November 19, 1997, is not an Eligible Employee
unless nominated by the Compensation and Stock Option Committee
of the Company's Board of Directors. The accounts of such former
Eligible Employees shall remain in the Plan and be administered
in accordance with the Plan.
Prior to the beginning of the Plan year for which their
participation shall be effective, the Company shall notify those
individuals, if any,
<PAGE>
who will (for the first time) become Eligible Employees effective
as of the first day of the Plan Year following their election by
the Compensation and Stock Option Committee of the Company's
Board of Directors. Once the Compensation and Stock Option
Committee of the Company's Board of Directors determines that an
individual is an Eligible Employee, that person shall remain an
Eligible Employee for all following Plan Years unless or until
the Compensation and Stock Option Committee of the Company's
Board of Directors determines that he is no longer an Eligible
Employee, in which case the person's participation in the Plan
shall cease effective as of the first day of the Plan Year
following his removal."
3. Section 2.9 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
2.9:
"SECTION 2.9 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS shall mean the
contributions made by a Participant pursuant to Section 3.1. The
Trustee shall hold the Supplemental Pre-Tax Contributions of each
Participant in a Supplemental Account."
4. Section 3.1 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
3.1:
"SECTION 3.1 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS. Each Eligible
Employee may elect to have all or any portion of the Pre-Tax
Contributions (matched or unmatched) that he elected to defer
under the Qualified Plan, but which cannot be allocated to his
Pre-Tax Contribution account under such plan for the Plan Year
because the Employee has made the maximum elective deferrals
under Internal Revenue Code Section 402(g) or the maximum
elective contributions under the terms of the Qualified Plan,
allocated to his Supplemental Account under this Plan.
An election pursuant to this section must be made prior to the
calendar year in which the Compensation to which such election
applies is earned; except as to the year in which an employee
first becomes an Eligible Employee. With respect to the year in
which an employee first becomes an Eligible Employee, the
election must be made prior to the pay period in which
Compensation subject to an election is earned. For purposes of
the 1998 Plan Year only, and in conjunction with the amendment
and restatement of the Qualified Plan effective as if April 1,
1998, all Eligible Employees shall include in their election for
the 1998 Plan Year, the percentage of pre-April
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1, 1998 and post-April 1, 1998 contribution deferrals. An
election shall remain in full force and effect for subsequent
calendar years unless revoked or modified by written instrument
delivered to the Plan Administrator prior to the first day of the
calendar year for which such revocation is to be effective.
Supplemental Pre-Tax Contributions shall be paid to the Trustee
by the Employer within a reasonable time after the payroll period
with respect to which the reduction in an Employee's Compensation
pertains, but in no event later than the end of the succeeding
month."
Effective April 1, 1998:
5. Section 2.12 is hereby deleted in its entirety and substituted in lieu
and in place there of is the following new Section 2.12:
"SECTION 2.12. VALUATION DATE shall mean each business day of
the Plan Year that the New York Stock Exchange is open for
trading or such other date or dates deemed necessary or
appropriate by the Administrator."
6. Section 3.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
3.2:
"SECTION 3.2 SUPPLEMENTAL MATCHING CONTRIBUTIONS. The Employer
shall make Supplemental Matching Contributions to the Plan equal
to one hundred percent (100%) of the Supplemental Pre-Tax
Contributions made by a Participant pursuant to Section 3.01 of
the Plan. Provided, however, such Supplemental Matching
Contribution shall not be made on elective deferrals which exceed
three percent (3%) of the Participant's Compensation.
The Employer shall make additional Supplemental Matching
Contributions to the Plan equal to fifty percent (50%) of the
Supplemental Matching Contributions made by a Participant
pursuant to Section 3.1 to the extent that such elective
deferrals exceed three percent (3%) but do not exceed five
percent (5%) of the Participant's Compensation.
Such Supplemental Matching Contributions shall be fully vested
and nonforfeitable at all times.
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Supplemental Matching Contributions may be made by the Employer
concurrently with payments to the Trustee of the Participant's
Supplemental Pre-Tax Contributions under Section 3.1, provided,
however, such Supplemental Matching Contributions shall be made
no later than the time prescribed by law for filing the
Employer's Federal income tax return (including extensions) for
the taxable year with respect to which the Supplemental Matching
Contributions are made. Supplemental Matching Contributions may
be made in the form of cash or Common Stock, or a combination
thereof."
Effective December 1, 1997:
7. Section 7.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
7.2:
"SECTION 7.2 GENERAL POWERS OF ADMINISTRATION. All provisions
set forth in the Qualified Plan with respect to the
administrative powers and duties of Huntington Bancshares
Incorporated, when relevant, including the appointment of a Plan
Administrative Committee to act as the agent of the Company in
performing these duties, shall apply to this Plan. The Company
shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed
or engaged by Huntington Bancshares Incorporated with respect to
the Plan. The Trustee is specifically authorized to adopt unit
accounting so that the administration of this Plan can be done on
the basis of daily valuations."
8. In all other respects, the provisions of the Plan shall remain in full
force and effect.
HUNTINGTON BANCSHARES INCORPORATED
(COMPANY)
Date: November 19, 1997 By: /s/ Brend Warner
--------------------------------
Its: Vice President
--------------------------------
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THE HUNTINGTON NATIONAL BANK
(TRUSTEE)
Date: November 19, 1997 By: /s/ Norman Jacobs
--------------------------------
Its: President Trust Division
--------------------------------
and Senior Trust Officer
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EXHIBIT 24 (b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-44208) pertaining to the
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust of our
report dated January 14, 1998, with respect to the consolidated financial
statements of Huntington Bancshares Incorporated included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
April 1, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Huntington Supplemental Stock Purchase
and Tax Savings Plan and Trust of our report dated January 16, 1997, relating
to the consolidated balance sheet of First Michigan Bank Corporation as of
December 31, 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for the two years then ended, appearing
in Huntington Bancshares Incorporated's Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
BDO Siedman, LLP
March 30, 1998
Grand Rapids, Michigan
