KEYCORP /NEW/
S-8, 2000-09-07
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
As filed with the Securities and Exchange Commission on September 7, 2000.

                                                 Registration No. 333-__________


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------


                                     KEYCORP
             (Exact Name of Registrant as Specified in Its Charter)

                                      OHIO
         (State or Other Jurisdiction of Incorporation or Organization)

                                   34-6542451
                     (I.R.S. Employer Identification Number)

                                127 PUBLIC SQUARE
                              CLEVELAND, OHIO 44114
                    (Address of Principal Executive Offices)

                              --------------------


                           KEYCORP SIGNING BONUS PLAN
                            (Full Title of the Plan)

                              --------------------


                                STEVEN N. BULLOCH
                               ASSISTANT SECRETARY

                                     KEYCORP
                                127 PUBLIC SQUARE
                              CLEVELAND, OHIO 44114
                     (Name and Address of Agent For Service)

                                 (216) 689-5109
          (Telephone Number, Including Area Code, of Agent for Service)


<PAGE>   2


<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
==============================================================================================
                |                      |                     |               |
                |                      |  Proposed           |   Proposed    |
  Title of      |                      |  Maximum            |   Maximum     |  Amount of
  Securities    |       Amount         |  Offering           |   Aggregate   |  Registration
  to be         |       to be          |  Price  Per         |   Offering    |  Fee
  Registered    |       Registered     |  Share              |   Price (1)   |

----------------------------------------------------------------------------------------------
<S>                     <C>                   <C>               <C>             <C>
  Common Shares |                      |                     |               |
  with a par    |       1,000,000      |      $20.19         |  $20,190,000  |   $5,330.16
  value of $1   |                      |                     |               |
  each (2)      |                      |                     |               |
                |                      |                     |               |
==============================================================================================
</TABLE>

(1)   As calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
      amended (the "Securities Act"), the maximum aggregate offering price is
      based on the average of the high and low prices of KeyCorp common shares,
      with a par value of $1 each (the "Common Shares"), for September 1, 2000
      by the Midwest edition of The Wall Street Journal under New York Stock
      Exchange Composite Transactions. This figure represents the maximum
      aggregate offering price based on the number of Common Shares registered
      under this Form S-8.

(2)   Each Common Share includes an associated right to purchase one Common
      Share (the "Right"). Until the occurrence of certain prescribed events,
      none of which has occurred, the Right is not exercisable, is evidenced by
      the certificate representing the Common Share, and will be transferred
      along with and only with the Common Share.




                                       2
<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of this
      registration statement on Form S-8 (the "Registration Statement") will be
      sent or given to participants in the KeyCorp Signing Bonus Plan as
      specified by Rule 428(b)(1) under the Securities Act. Such documents and
      the documents incorporated by reference herein pursuant to Item 3 of Part
      II hereof, taken together, constitute a prospectus that meets the
      requirements of Section 10(a) of the Securities Act.


                                     PART II

                             INFORMATION REQUIRED IN

                           THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which are on file with the Securities and
      Exchange Commission (the "SEC"), are incorporated herein by reference:

            1. Annual Report on Form 10-K for the year ended December 31, 1999,
      Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and
      June 30, 2000.

            2. Current Reports on Form 8-K filed on (a) January 20, 2000, (b)
      April 21, 2000, and (c) July 19, 2000.

            3. The description of (a) the Common Shares contained in the
      Registration Statement on Form 8-A filed with the SEC on July 31, 1992, as
      amended by Forms 8-A/A filed on October 15, 1993, February 25, 1994, and
      June 19, 1997, respectively, registering the KeyCorp Common Shares under
      Section 12(b) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), and (b) the Rights contained in the Registration
      Statement on Form 8-A filed on June 19, 1997, as amended by Form 8-A/A
      filed on March 6, 1998.

            4. All documents filed by KeyCorp pursuant to Section 13(a), 13(c),
      14, or 15(d) of the Exchange Act subsequent to the date of this
      Registration Statement and prior to the filing of a post-effective
      amendment, which indicates that all of the securities offered hereby have
      been sold or which deregisters all such securities remaining unsold, shall
      be deemed to be incorporated by reference into this Registration Statement
      and to be part hereof from the date of filing such documents.


                                       3
<PAGE>   4


ITEM 4. DESCRIPTION OF SECURITIES.

                       Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                       Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Ohio law, Ohio corporations are authorized to indemnify directors,
      officers, employees, and agents ("Covered Persons") within prescribed
      limits and must indemnify them under certain circumstances. Ohio law
      permits a corporation to indemnify a Covered Person against expenses,
      judgments, fines, and settlements reasonably incurred in a nonderivative
      suit, and against expenses reasonably incurred in a derivative suit, if
      the Covered Person acted in good faith and in a manner reasonably believed
      to be in or not opposed to the best interests of the corporation. In
      addition, Ohio law permits a corporation to indemnify a Covered Person in
      a criminal action or proceeding, other than in a derivative suit, if the
      person had no reasonable cause to believe his or her conduct was unlawful.

      Unless ordered by a court, no indemnification of expenses in a derivative
      suit is authorized by Ohio law if the Covered Person is ultimately
      adjudged to be liable for negligence or misconduct in the performance of
      his or her duty to the corporation. However, if a Covered Person is
      successful on the merits or in defense on a matter, indemnification of
      expenses is mandatory. In addition, under Ohio law, a Director's expenses
      shall be paid by the corporation as they are incurred, provided the
      Director agrees to reasonably cooperate with the corporation and to repay
      the amounts advanced if it is proved by clear and convincing evidence that
      the Director's action or failure to act was done with reckless disregard
      for the best interests of the corporation.

      Under Ohio law, a Director is not liable for monetary damages unless it is
      proved by clear and convincing evidence that the Director's action or
      failure to act was undertaken with deliberate intent to cause injury to
      the corporation or with reckless disregard for the best interests of the
      corporation. There is, however, no comparable provision limiting the
      liability of officers, employees, or agents of a corporation. The
      statutory right to indemnification is not exclusive in Ohio, and is in
      addition to any other rights granted to persons seeking indemnification.

      The Amended and Restated Regulations of KeyCorp provide that KeyCorp shall
      indemnify to the fullest extent permitted by the Ohio General Corporation
      Law any person made or threatened to be made a party to any action, suit,
      or proceeding, whether civil, criminal, administrative, or investigative,
      by reason of the fact that he or she is or was a director, officer, or
      employee of KeyCorp or of any other bank, corporation, partnership, trust,
      or other enterprise for which he or she was serving as a director,
      officer, or employee at the request of KeyCorp.


                                       4
<PAGE>   5

      KeyCorp is a party to Employment Agreements with certain of its executive
      officers and is also a party to Change of Control Agreements with certain
      executive officers. Generally, pursuant to the Employment Agreements and,
      after a change of control (as defined), pursuant to each Change of Control
      Agreement, KeyCorp has agreed to (i) indemnify the executive officer, to
      the full extent permitted or authorized by the Ohio General Corporation
      Law, if the executive officer is made or threatened to be made a party to
      any threatened, pending, or completed action, suit, or proceeding by
      reason of the executive officer's serving as an employee, officer, or
      director of KeyCorp and/or any of its subsidiaries or is or was serving at
      the request of KeyCorp or any of its subsidiaries as a director, trustee,
      officer, or employee of a bank, corporation, partnership, joint venture,
      trust or other enterprise, and (ii) advance expenses incurred by the
      executive officer in defending any action, suit, or proceeding commenced
      or threatened for any action or failure to act as an employee, officer, or
      director of KeyCorp or any of its subsidiaries. The expenses so advanced
      to officers and employees of KeyCorp shall be repaid if it is ultimately
      determined that such executive officer is not entitled to be indemnified.
      With respect to Directors of KeyCorp, the amount of expenses paid as
      incurred shall be repaid if it is determined that action or failure to act
      involved an act or omission undertaken with deliberate intent to cause
      injury or reckless disregard for the best interests of KeyCorp or any of
      its subsidiaries.

      The indemnification provided under the Employment Agreements and each of
      the Change of Control Agreements shall continue after the executive
      officer has ceased to be an executive officer, and shall inure to the
      benefit of the heirs, executors, and administrators of the executive
      officer.

      Under the terms of directors' and officers' liability and reimbursement
      insurance policy, directors and officers of KeyCorp are insured against
      certain liabilities, including liabilities arising under the Securities
      Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                        Not applicable.

ITEM 8. EXHIBITS.

      The Exhibits to this Registration Statement are listed in the Exhibit
      Index on page 8, and are incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

      (a) 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;


                                       5
<PAGE>   6

                (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 low or high end of the estimated
                maximum offering range may be reflected in the form of a
                prospectus filed with the SEC pursuant to Rule 424(b) if, in the
                aggregate, the changes in volume and price represent no more
                than a 20 percent 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 clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the SEC by KeyCorp pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
                Securities Act, 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.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of KeyCorp's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of KeyCorp
pursuant to the foregoing provisions, or otherwise, KeyCorp has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by KeyCorp of expenses incurred or paid by a director, officer, or
controlling person of KeyCorp 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, KeyCorp will, unless in the


                                       6
<PAGE>   7


opinion of its counsel the matter has been settled by the controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, KeyCorp 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
Cleveland, State of Ohio, on this 7th day of September, 2000.


KEYCORP


By:  /s/ Steven N. Bulloch
     ------------------------------
     Steven N. Bulloch
     Assistant Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.


<TABLE>
<CAPTION>

SIGNATURE                           TITLE                                       DATE
--------------------------------------------------------------------------------------------------
<S>                                 <C>                                         <C>
Robert W. Gillespie,                Chairman of the Board,                      September 7, 2000
                                    Chief Executive Officer
                                    and Director;
Henry L. Meyer III,                 President,                                  September 7, 2000
                                    Chief Operating Officer
                                    and Director;
K. Brent Somers,                    Senior Executive Vice President and         September 7, 2000
                                    Chief Financial Officer
                                    (Principal Financial Officer);
Lee G. Irving,                      Executive Vice President and                September 7, 2000
                                    Chief Accounting Officer
                                    (Principal Accounting Officer);
Cecil D. Andrus,                    Director;                                   September 7, 2000
William G. Bares,                   Director;                                   September 7, 2000
Albert C. Bersticker,               Director;                                   September 7, 2000
Edward P. Campbell,                 Director;                                   September 7, 2000
Carol A. Cartwright,                Director;                                   September 7, 2000
Thomas A. Commes,                   Director;                                   September 7, 2000
Kenneth M. Curtis,                  Director;                                   September 7, 2000
</TABLE>


                                       7
<PAGE>   8

<TABLE>

<S>                                 <C>                                         <C>
Henry S. Hemingway,                 Director;                                   September 7, 2000
Charles R. Hogan,                   Director;                                   September 7, 2000
Douglas J. McGregor,                Director;                                   September 7, 2000
Steven A. Minter,                   Director;                                   September 7, 2000
Bill R. Sanford,                    Director;                                   September 7, 2000
Ronald B. Stafford,                 Director;                                   September 7, 2000
Dennis W. Sullivan,                 Director;                                   September 7, 2000
Peter G. Ten Eyck,                  Director;                                   September 7, 2000
</TABLE>

The undersigned, by signing his name hereto, executes this Form S-8 Registration
Statement pursuant to Powers of Attorney executed by the above-named Officers
and Directors and filed with the Securities and Exchange Commission as Exhibit
24 hereto.



By:      /s/ Steven N. Bulloch                     Date: September 7, 2000
         -----------------------------------             -----------
         Steven N. Bulloch
         Attorney-in-Fact


                                     KEYCORP
                                INDEX TO EXHIBITS

EXHIBIT         DESCRIPTION
No:

4(a).           Amended and Restated Articles of Incorporation of KeyCorp, filed
                on November 13, 1998, as Exhibit 3 to Form 10-Q, and
                incorporated herein by reference.

4(b).           Amended and Restated Regulations of KeyCorp, effective May 15,
                1997, and filed as Exhibit 2 to Form 8-A/A filed on June 19,
                1997, and incorporated herein by reference.

4(c).           Restated Rights Agreement, dated as of May 15, 1997, between
                KeyCorp and KeyBank National Association, as Rights Agent, filed
                as Exhibit 15 to Form 8-A dated June 19, 1997, and incorporated
                herein by reference.

15.             Acknowledgment Letter of Ernst & Young LLP.

23.             Consent of Ernst & Young LLP.

24.             Powers of attorney pursuant to which certain officers and
                Directors have signed this Form S-8 Registration Statement.



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