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As filed with the Securities and Exchange Commission on September 7, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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KEYCORP SIGNING BONUS PLAN
(Full Title of the Plan)
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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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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| | | |
| | 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.
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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.
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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.
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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;
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(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
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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
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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
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<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>
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<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
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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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